Obligation CBIC 2.5% ( US13605WWW71 ) en USD

CBIC

100 % ▲

Canada

US13605WWW71 ( en USD )

2.5% par an ( paiement semestriel )

10/04/2025 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WWW71 en USD 2.5%, échue

1 000 USD

3 000 000 USD

13605WWW7

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 US13605WWW71, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/04/2025

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WWW71, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WWW71, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 a20-15371_2424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233663
Pricing Supplement dated April 8, 2020
(To Prospectus Supplement dated December 16, 2019
and Prospectus dated December 16, 2019)

Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$3,000,000 2.50% Callable Notes due April 10, 2025

We, Canadian Imperial Bank of Commerce (the "Bank" or "CIBC"), are offering $3,000,000 aggregate principal amount of our 2.50% Callable Notes due
April 10, 2025 (CUSIP: 13605WWW7 / ISIN: US13605WWW71) (the "Notes").

At maturity, if the Notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount, plus any accrued and
unpaid interest. Interest will be paid semi-annually on April 10 and October 10 of each year, commencing on October 10, 2020, with the final Interest Payment
Date occurring on the Maturity Date. The Notes will accrue interest semi-annually at a rate of 1.25% (or 2.50% per annum) during the term of the Notes.

We have the right to redeem the Notes, in whole but not in part, annually on the Interest Payment Date falling on April 10 of each year, beginning on April 10,
2021 and ending on April 10, 2024. The Redemption Price will be 100% of the principal amount plus accrued and unpaid interest to, but excluding, the
applicable Optional Redemption Date.

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

The Notes will not be listed 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.

The Notes are bail-inable debt securities (as defined in the accompanying prospectus) 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 the Bank 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 Senior
Debt Securities -- Special Provisions Related to Bail-inable Debt Securities" in the accompanying prospectus and "Risk Factors -- General Risks Relating to
the Notes" in the accompanying prospectus supplement.

Investing in the Notes involves risks. See the "Additional Risk Factors" beginning on page PS-5 of this pricing supplement and the "Risk Factors"
beginning on page S-1 of the accompanying prospectus supplement and page 1 of the prospectus.

Price to Public
Underwriting Discount(1)(2)
Proceeds to CIBC(3)
(Original Issue Price)(1)
Per Note
100%
1%
99%
Total
$3,000,000
$30,000
$2,970,000

(1) Because certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions, fees or

commissions, the public offering price for investors purchasing the Notes in such fee-based advisory accounts will be $990 per Note.

(2) Morgan Stanley & Co. LLC ("MS&Co.") will receive commissions from the Issuer of 1% of the principal amount of the Notes, or $10 per $1,000.00

principal amount. MS&Co. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers.
The commission received by MS&Co. will be equal to the selling concession paid to such dealers. Dealers who purchase the Notes for sale to certain fee-
based advisory accounts will forgo some or all selling concessions or fees or commissions, as described above. In such circumstances, MS&Co. will also
forgo some or all commissions paid to it by the Issuer.

(3) Excludes profits from hedging. For additional considerations relating to hedging activities 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.

We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on April 13, 2020 against
payment in
immediately available funds.

Morgan Stanley

ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated December 16, 2019 (the "prospectus") and the prospectus supplement
dated December 16, 2019 (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
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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 MS&Co. 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 MS&Co. 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 MS&Co., 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 December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073058/a19-24965_3424b2.htm
· Prospectus dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073027/a19-24965_1424b3.htm

PS-1

SUMMARY

The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the prospectus
supplement and the prospectus, 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:
2.50% Callable Notes due April 10, 2025

CUSIP/ISIN:
CUSIP: 13605WWW7 / ISIN: US13605WWW71

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

Principal Amount:
$1,000 per Note

Aggregate Principal Amount of
$3,000,000
Notes:

Currency:
U.S. Dollars

Trade Date:
April 8, 2020

Original Issue Date:
April 13, 2020

Maturity Date:
April 10, 2025, subject to early redemption and postponement as described in "--Business Day" below.

Interest Accrual Date:
April 13, 2020

Interest Rate:
The Notes will accrue interest semi-annually at a rate of 1.25% (or 2.50% per annum).
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Interest Period:
Semi-annual

Interest Payment Dates:
Semi-annually, payable in arrears on April 10 and October 10 of each year, commencing on October 10,
2020 and ending on the Maturity Date, subject to postponement as described in "--Business Day" below.

Day Count Fraction:
30/360

Record Date:
Interest will be payable to the persons in whose names the Notes are registered at the close of business on
the Business Day immediately preceding each Interest Payment Date, which we refer to as a "regular
record date," except that the interest due at maturity or upon early redemption will be paid to the persons in
whose names the Notes are registered on the Maturity Date or the Optional Redemption Date, as applicable.

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:
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 20 Business Days before the date of such redemption.

PS-2

Optional Redemption Dates:
Annually, on the Interest Payment Date falling on April 10 of each year, beginning on April 10, 2021 and
ending on April 10, 2024, subject to postponement as described in "--Business Day" below.

Canadian Bail-in Powers:
The Notes are bail-inable debt securities (as defined in the accompanying prospectus) 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 the Bank 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 Senior Debt Securities -- Special Provisions Related to Bail-inable Debt Securities" in the
accompanying prospectus 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 deemed to
Exercise of Canadian Bail-in
(i) agree to be bound, in respect of the Notes, by the CDIC Act, including the conversion of the Notes, in
Powers:
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 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 Senior Debt Securities-- Special Provisions Related to Bail-inable Debt Securities" in
the accompanying prospectus for a descriptions of provisions applicable to the Notes as a result of
Canadian bail-in powers.

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

Ranking:
Senior, unsecured

PS-3

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.

Listing:
None

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 the Bank 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.

PS-4

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.

We May Redeem The Notes, In Which Case You Will Receive No Further Interest Payments.

We retain the option to redeem the Notes, in whole but not in part, on any Optional Redemption Date by giving at least 5 Business Days and no
more than 20 Business Days' prior notice. It is more likely that we will redeem the Notes prior to their stated Maturity Date to the extent that the
interest payable on the Notes is greater than the interest that would be payable on our other instruments of a comparable maturity, terms and credit
rating trading in the market. If the Notes are redeemed prior to their stated Maturity Date, you will receive no further interest payments from the
Notes redeemed and may have to re-invest the proceeds in a lower rate environment.

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.

The price at which the Notes may be sold prior to maturity will depend on a number of factors. Some of these factors include, but are not limited
to: (i) changes in interest rates generally, (ii) any actual or anticipated changes in our credit ratings or credit spreads, and (iii) time remaining to
maturity. In particular, because the terms of the Notes permit us to redeem the Notes prior to maturity, the price of the Notes may be impacted by
the redemption feature of the Notes. Additionally, the interest rates of the Notes reflect not only our credit spread generally but also the redemption
feature of the Notes and thus may not reflect the rate at which a note without a redemption feature and increasing interest rate might be issued and
sold.

Depending on the actual or anticipated level of interest rates, the market value of the Notes may decrease and you may receive substantially less
than 100% of the original issue price if you sell your Notes prior to maturity.

The Inclusion Of Dealer Spread And Projected Profit From Hedging In The Original Issue 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 MS&Co. or any other party is willing to
purchase the Notes at any time in secondary market transactions will likely be significantly lower than the original issue 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 original issue 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 MS&Co. as a result of dealer discounts, mark-ups or other transaction costs.

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Your Investment Is Subject To The Credit Risk Of The Bank.

The Notes are senior unsecured debt obligations of the Bank 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 the other unsecured and
unsubordinated debt obligations of the Bank, except such obligations as may be preferred by operation of law. All payments to be made on the
Notes, including the interest payments and the return of the principal amount at maturity, depend on the ability of the Bank to satisfy its obligations
as they come due. As a result, the actual and perceived creditworthiness of the Bank may affect the market value of the Notes and, in the event the
Bank were to default on its 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 Senior Debt Securities--Events of Default" in the prospectus.

PS-5

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 Canada Deposit Insurance Corporation (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 Senior Debt Securities--Special Provisions Related to Bail-inable Debt Securities" in the
prospectus 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, MS&Co. or one or more of our 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, MS&Co. or one or more of our
respective affiliates may have in our or their proprietary account. We, MS&Co. and our 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.

Moreover, we, MS&Co. and our 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. 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, 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 Notes Will Not Be Listed On Any Securities Exchange Or Any Inter-Dealer Quotation System; There May Be No Secondary Market
For The Notes; Potential Illiquidity Of The Secondary Market; Holding Of The Notes By MS&Co. Or Its Or Our Affiliates And Future
Sales.

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

Under ordinary market conditions, MS&Co. or any of its affiliates may (but are not obligated to) make a secondary market for the Notes and may
cease doing so at any time. Because we do not expect other broker-dealers to participate in the secondary market for the Notes, the price at which
you may be able to trade your Notes is likely to depend on the price, if any, at which MS&Co. or any of its affiliates are willing to transact. If none
of MS&Co. or
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PS-6

any of its affiliates makes a market for the Notes, there will not be a secondary market for the Notes. Accordingly, we cannot assure you as to the
development or liquidity of any secondary market for the Notes. If a secondary market in the Notes is not developed or maintained, you may not
be able to sell your Notes easily or at prices that will provide you with a yield comparable to that of similar securities that have a liquid secondary
market.

In addition, the principal amount of the Notes being offered may not be purchased by investors in the initial offering, and MS&Co. or one or more
of its or our affiliates may agree to purchase any unsold portion. MS&Co. or such affiliate or affiliates intend to hold the Notes, which may affect
the supply of the Notes available in any secondary market trading and therefore may adversely affect the price of the Notes in any secondary
market trading. If a substantial portion of any Notes held by MS&Co. or its or our affiliates were to be offered for sale following this offering, the
market price of such Notes could fall, especially if secondary market trading in such Notes is limited or illiquid.

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 "U.S.
Federal Income Tax Considerations" and "Certain Canadian Income Tax Considerations" in this pricing supplement.

PS-7

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the Notes. The
following summary is not complete and is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion
entitled "Material Income Tax Consequences--United States Taxation" in the accompanying prospectus, which you should carefully review prior
to investing in the Notes. It applies only to those U.S. Holders who are not excluded from the discussion of United States Taxation in the
accompanying prospectus. It does not apply to U.S. Holders subject to special rules including holders subject to Section 451(b) of the Code. 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.

We intend to treat the Notes as debt instruments for U.S. federal income tax purposes. 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.

Upon the sale, exchange, retirement or other disposition of a Note, a U.S. Holder will recognize taxable gain or loss equal to the difference, if any,
between the amount realized on the sale, exchange, retirement or other disposition, other than accrued but unpaid interest which will be taxable as
interest, and such U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis in a Note generally will equal the cost of the
Note to such U.S. Holder, and any such gain or loss will generally be capital gain or loss. For a non-corporate U.S. Holder, under current law, the
maximum marginal U.S. federal income tax rate applicable to the gain will be generally lower than the maximum marginal U.S. federal income
tax rate applicable to ordinary income if the U.S. Holder's holding period for the Notes exceeds one year (i.e., such gain is long-term capital gain).
Any gain or loss realized on the sale, exchange, retirement or other disposition of a Note generally will be treated as U.S. source gain or loss, as the
case may be. Consequently, a U.S. Holder may not be able to claim a credit for any non-U.S. tax imposed upon a disposition of a Note. The
deductibility of capital losses is subject to limitations.

PS-8

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal
income tax considerations under the Income Tax Act (Canada) and the Regulations thereto (the "Canadian Tax Act") generally applicable at the
date hereof to a purchaser who acquires beneficial ownership of a Note pursuant to this pricing supplement and who for the purposes of the
Canadian Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm's length with the Issuer
and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the Note; (c) acquires and holds Notes and any
common shares acquired on a bail-in conversion as capital property; (d) does not use or hold and is not deemed to use or hold the Note or any
common shares acquired on a bail-in conversion in, or in the course of, carrying on a business in Canada; (e) is entitled to receive all payments
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(including any interest and principal) made on the Note, and (f) is not a, and deals at arm's length with any, "specified shareholder" of the Issuer
for purposes of the thin capitalization rules in the Canadian Tax Act (a "Non-Resident Holder"). A "specified shareholder" for these purposes
generally includes a person who (either alone or together with persons with whom that person is not dealing at arm's length for the purposes of the
Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own 25% or more of the Issuer's shares determined on a
votes or fair market value basis. Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed
in this summary.

This summary is supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant
to a Non-Resident Holder owning Notes under "Material Income Tax Consequences--Canadian Taxation" in the accompanying prospectus and a
Non-Resident Holder should carefully read that description as well.

For the purposes of the Canadian Tax Act, all amounts not otherwise expressed in Canadian dollars must be converted into Canadian dollars based
on the exchange rate as quoted by the Bank of Canada for the applicable day or such other rate of exchange acceptable to the Minister of National
Revenue (Canada).

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular
Non-Resident Holder. Non-Resident Holders are advised to consult with their own tax advisors with respect to their particular
circumstances.

Notes

Interest payable on the Notes should not be considered to be "participating debt interest" as defined in the Canadian Tax Act and accordingly, a
Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have
been paid or credited by the Issuer on a Note as, on account of or in lieu of payment of, or in satisfaction of, interest.

In the event that a Note held by a Non-Resident Holder is converted to common shares on a bail-in conversion, the amount (the "Excess
Amount"), if any, by which the fair market value of the common shares received on the conversion exceeds the sum of: (i) the price for which the
Note was issued, and (ii) any amount that is paid in respect of accrued and unpaid interest at the time of the conversion (the "Conversion Interest"),
may be deemed to be interest paid to the Non-Resident Holder. There is a risk that the Excess Amount (if any) and the Conversion Interest may be
subject to Canadian non-resident withholding tax if: (i) all or any portion of such deemed interest is participating debt interest and (ii) in certain
circumstances the Note is not considered to be an "excluded obligation" for the purposes of the Canadian Tax Act.

Non-Resident Holders should consult their own advisors regarding the consequences to them of a disposition of Notes to a person with whom they
are not dealing at arm's length for purposes of the Canadian Tax Act.

Common Shares Acquired on a Bail-in Conversion

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on common shares of the Issuer or of any affiliate of the
Issuer that is a corporation resident or deemed to be resident in Canada will be subject to Canadian non-resident withholding tax of 25% but such
rate may be reduced under the terms of an applicable income tax treaty.

PS-9

Dispositions

A Non-Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition
of any common shares of the Issuer or of any affiliate unless the common shares constitute "taxable Canadian property" to the Non-Resident
Holder for purposes of the Canadian Tax Act at the time of their disposition, and such Non-Resident Holder is not entitled to relief pursuant to the
provisions of an applicable income tax treaty.

Generally, the common shares of the Issuer or of any such affiliate will not constitute taxable Canadian property to a Non-Resident Holder
provided that they are listed on a designated stock exchange (which includes the TSX and NYSE) at the time of the disposition, unless, at any
particular time during the 60-month period that ends at that time, the following conditions are met concurrently: (i) one or any combination of
(a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, or (c) partnerships in which the Non-
Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or
more of the issued shares of any class or series of the applicable issuer's share capital and (ii) more than 50% of the fair market value of the
common shares of such issuer was derived directly or indirectly from one or any combination of (a) real or immovable property situated in Canada,
(b) Canadian resource properties (as defined in the Canadian Tax Act), (c) timber resource properties (as defined in the Canadian Tax Act), and
(d) an option, an interest or right in any of the foregoing property, whether or not such property exists. Notwithstanding the foregoing, a common
share of the Issuer or of any such affiliate may be deemed to be "taxable Canadian property" in certain other circumstances. Non-Resident Holders
whose common shares of the Issuer or of any such affiliate may constitute taxable Canadian property should consult their own tax advisers with
respect to their particular circumstances.

PS-10
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SUPPLEMENTAL PLAN OF DISTRIBUTION

Pursuant to the terms of a distribution agreement, MS&Co. will purchase the Notes from the Bank for distribution to other registered broker-
dealers or will offer the Notes directly to investors.

The Notes sold by MS&Co. to the public will initially be offered at the price to public set forth on the cover page of this pricing supplement.
MS&Co. will purchase each of the Notes from the Bank at a purchase price equal to the price to public net of a commission of 1% of the principal
amount of such Notes. Any Notes sold by MS&Co. to securities dealers may be sold at an agreed discount to the price to public. The price to
public for Notes purchased by certain fee-based advisory accounts will be 99% of the principal amount of the Notes. Any sale of a Note to a fee-
based advisory account at a price to public below 100% of the principal amount will reduce the agent's commission specified on the cover page of
this pricing supplement with respect to such Note. The price to public paid by any fee-based advisory account will be reduced by the amount of any
fees assessed by the dealers involved in the sale of the Notes to such advisory account but not by more than 1% of the principal amount of the
Notes.

The Bank may use this pricing supplement in the initial sale of the Notes. In addition, MS&Co. or any of our affiliates may use this pricing
supplement in market-making transactions in any Notes after their initial sale. Unless MS&Co. or we inform you otherwise in the confirmation of
sale, this pricing supplement is being used by MS&Co. in a market-making transaction.

While MS&Co. may make markets in the Notes, it is under no obligation to do so and may discontinue any market-making activities at any time
without notice. See the section titled "Supplemental Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.

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 Original Issue Date.

PS-11

VALIDITY OF THE NOTES

In the opinion of Blake, Cassels & Graydon LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized by all
necessary corporate action of the Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated and issued in
accordance with the indenture, the Notes will be validly issued and, to the extent validity of the Notes is a matter governed by the laws of the
Province of Ontario or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy,
insolvency and other laws of general application affecting creditors' rights, equitable principles, and subject to limitations as to the currency in
which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited
to the laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary
assumptions about the trustee's authorization, execution and delivery of the indenture and the genuineness of signature, and to such counsel's
reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated September 6, 2019,
which has been filed as Exhibit 5.2 to the Bank's Registration Statement on Form F-3 filed with the SEC on September 6, 2019.

In the opinion of Mayer Brown LLP, when the Notes have been duly completed in accordance with the indenture and issued and sold as
contemplated by this pricing supplement and the accompanying prospectus supplement and prospectus, the Notes will constitute valid and binding
obligations of the Bank, entitled to the benefits of the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. This opinion is given as of the
date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about the trustee's authorization,
execution and delivery of the indenture and such counsel's reliance on the Bank and other sources as to certain factual matters, all as stated in the
legal opinion dated September 6, 2019, which has been filed as Exhibit 5.1 to the Bank's Registration Statement on Form F-3 filed with the SEC
on September 6, 2019.

PS-12

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Document Outline

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