Canadian Imperial Bank of Commerce : Cbl 59 covered bond swap confirmation en

	Covered Bond Swap Confirmation
	January 14, 2025
To:	CIBC Covered Bond (Legislative) Guarantor Limited Partnership,
	acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc.
	Brookfield Place, 11th Floor
	161 Bay Street
	Toronto, Ontario
	Canada M5J 2S8
Attention:	Wojtek Niebrzydowski, Vice President, Treasury
From:	Canadian Imperial Bank of Commerce
Re:	Covered Bond Transaction - USD 1,500,000,000 4.876% Covered Bonds due January 14,
	2030 Series CBL59 (ISIN: Reg S - USC2428PBN09; 144A - US13607PVU55; Common
	Code: Reg S - 297812203; 144A - 297812220) under Canadian Imperial Bank of
	Commerce's CAD 60,000,000,000 Global Covered Bond Programme unconditionally and
	irrevocably guaranteed as to payments by CIBC Covered Bond (Legislative) Guarantor
	Limited Partnership, acting by its managing general partner, CIBC Covered Bond
	(Legislative) GP Inc.
And Re:	Trade Reference Series CBL59

Dear Sir or Madam,

The purpose of this letter is to confirm the terms and conditions of the transaction entered into between Canadian Imperial Bank of Commerce ("Party A") and CIBC Covered Bond (Legislative) Guarantor Limited Partnership, acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc. ("Party B") on the Trade Date specified below (the "Transaction"). This facsimile constitutes a "Confirmation" as referred to in the Agreement as specified below.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of January 14, 2025 (identified on page 1 thereof as the "Covered Bonds 2002 Master Agreement (Series CBL59)"), as amended and supplemented from time to time, between you and us (the "Agreement"). All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The definitions and provisions contained in the 2021 ISDA Interest Rate Derivatives Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between any of the following, the first listed shall govern: (i) this Confirmation; (ii) the Prospectus for the Programme dated July 31, 2024, as supplemented by the first Prospectus Supplement dated August 30, 2024, and by the second Prospectus Supplement dated December 6, 2024 (collectively, the "Prospectus"); (iii) the Third Amended and Restated Master Definitions and Construction Agreement dated July 22, 2021, between Canadian Imperial Bank of Commerce, CIBC Covered Bond (Legislative) Guarantor Limited Partnership, Computershare Trust Company of Canada, 8412413 Canada Inc., CIBC Covered Bond (Legislative) GP Inc., and Ernst & Young LLP and each other Person who may from time to time become a party thereto, as amended by the First Amending Agreement dated July 28, 2023 and the Second Amending Agreement dated July 31, 2024, as may be further amended, restated or supplemented from time to time (collectively, the "Master Definitions and Construction Agreement"); and (iv) the Definitions. Capitalized terms used but not defined herein shall have the respective

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meanings given to them in the Master Definitions and Construction Agreement. For the purposes of the Definitions, references herein to a "Transaction" shall be deemed to be references to a "Swap Transaction".

The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:	January 7, 2025.
Effective Date:	The earlier of (i) the date on which a Contingent Collateral Trigger
	Event occurs and (ii) the date on which a Covered Bond Swap
	Activation Event occurs; provided that the Effective Date will be
	such date on which a Covered Bond Swap Activation Event
	occurs if (a) Party A is also the lender under the Intercompany
	Loan Agreement, (b)(i) a Contingent Collateral Trigger Event has
	occurred in respect of Party A, (ii) a Contingent Collateral Notice
	is delivered in respect of such Contingent Collateral Trigger Event
	and, (iii) within 10 Toronto Business Days of the occurrence of
	such Contingent Collateral Trigger Event and for so long as a
	Contingent Collateral Trigger Event continues to exist, Party B has
	Contingent Collateral in respect of this Agreement, and (c) the
	Asset Coverage Test or the Amortization Test, as applicable,
	continues to be satisfied.
Covered Bond Swap Activation Event	The earlier to occur of (a) an Issuer Event of Default and (b) a
	Guarantor Event of Default, together with the service of a
	Guarantor Acceleration Notice on the Issuer and on the Guarantor.
Termination Date:	Unless terminated earlier by a Covered Bond Swap Early
	Termination Event, the earlier of:
	(a)	the Final Maturity Date for (or, if earlier, the date of
		redemption in whole, but not in part, of) the final Tranche
		of Series CBL59 or, if Party B notifies Party A prior to
		such Final Maturity Date of its inability to pay in full
		Guaranteed Amounts corresponding to the Final
		Redemption Amount for such final Tranche of Series
		CBL59, the final date on which an amount representing
		the Final Redemption Amount for such final Tranche of
		Series CBL59 is paid (but in any event, not later than the
		Extended Due for Payment Date for such final Tranche of
		Series CBL59, if any) (the "Scheduled Termination
		Date"); and
	(b)	the date designated therefor by the Bond Trustee and
		notified to Party A and Party B for purposes of realizing
		the Security in accordance with the Security Agreement
		and distributing the proceeds therefrom in accordance
		with the Post-Enforcement Priority of Payments following
		the enforcement of the Security pursuant	to
		Condition 7.03, as modified by the Final Terms	for
		Series CBL59.
Currency Swap Transaction Exchange Rate:	1 USD: 1.4351 CAD
Business Days:	London, Toronto, New York

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Calculation Period	In respect of Floating Amounts, each Guarantor Calculation Period
	and in respect of Fixed Amounts, each Swap Provider Calculation
	Period.
Guarantor Calculation Period	Each period from and including the last Business Day of each
	month to, but excluding, the last Business Day of the next
	succeeding month, provided that (a) the first Guarantor Calculation
	Period begins on, and includes, the Effective Date and (b) the final
	Guarantor Calculation Period shall end on, but exclude, the
	Termination Date.
Floating Amounts
Floating Rate Payer:	Party B.
Party B Payment Date:	Each Guarantor Payment Date, commencing the first such date
	following the first Calculation Date which occurs after the
	Effective Date.
Party B Payment Amount:	On each Party B Payment Date, Party B will pay in Canadian
	Dollars to Party A the product of:
	(a)	the	Party B	Notional	Amount	for the	Guarantor
		Calculation Period ending immediately preceding such
		Guarantor Payment Date;
	(b)	Party B Day Count Fraction; and
	(c)	the Party B Floating Rate.
Party B Notional Amount:	For	each Guarantor Calculation Period, the product of (x) the
	Party A Currency Amount on the first day of such Guarantor
	Calculation	Period	and (y) the	Currency	Swap	Transaction
	Exchange Rate.
Party B Day Count Fraction:	Actual/365 (Fixed)
Party B Business Day Convention:	Following.
Party B Floating Rate:	Party B Floating Rate Option plus Party B Base Spread.
Party B Floating Rate Option:	CAD-CORRA.
Party B Reset Date	The last day of each Guarantor Calculation Period
Party B Base Spread:	+0.65 per cent. per annum.
Fixed Amounts
Fixed Amount Payer:	Party A.
Party A Currency Amount:	In respect of each Swap Provider Calculation Period, an amount in
	USD equal to the Party A Notional Amount minus the aggregate of
	each Party A Interim Exchange Amount paid on or prior to the first

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	day of such Calculation Period.
Swap Provider Calculation Period:	On	or prior to the Final Maturity Date, each period from and
	including a Swap Provider Payment Date to, but excluding, the
	next following applicable Swap Provider Payment Date, except
	that (a) the initial Swap Provider Calculation Period will
	commence on, and include, the Swap Provider Payment Date (as
	such term is defined without reference to the words "commencing
	the first such date after the Effective Date") immediately preceding
	the Effective Date and (b) the final Swap Provider Calculation
	Period will end on, but exclude, the Scheduled Termination Date.
	After the Final Maturity Date, each period from and including a
	Swap Provider Calculation Period End Date, but excluding, the
	next following applicable Swap Provider Calculation Period End
	Date, except that (a) the initial Swap Provider Calculation Period
	will commence on, and include, the Swap Provider Calculation
	Period End Date immediately preceding the Effective Date and
	(b) the final Swap Provider Calculation Period will end on, but
	exclude, the Scheduled Termination Date.
Swap Provider Payment Date:	January 14th and July 14th in each year, commencing the first such
	date after the Effective Date up to and including the Final Maturity
	Date for Series CBL59, and the 14th calendar day of each month
	after the Final Maturity Date for Series CBL59 until and including
	the Scheduled Termination Date (which, for greater certainty, may
	be a date other than the 14th day of the month).
Party A Notional Amount:	USD 1,500,000,000
Party A Payment Amount:	On each Swap Provider Payment Date on or prior to the Final
	Maturity Date for Series CBL59, Party A will pay to Party B the
	product of:
	(a)	the Party A Currency Amount for the Swap Provider
		Calculation Period ending on such Swap Provider
		Payment Date;
	(b)	the Party A Fixed Rate Day Count Fraction for the Swap
		Provider Calculation Period ending on such Swap
		Provider Payment Date; and
	(c)	the Party A Fixed Rate.
	On each Swap Provider Payment Date after the Final Maturity
	Date for Series CBL59, Party A will pay to Party B the product of:
	(a)	the Party A Currency Amount for the Swap Provider
		Calculation Period ending immediately prior to such
		Swap Provider Payment Date;
	(b)	the Party A Floating Rate Day Count Fraction for the
		Swap Provider Calculation Period ending immediately
		prior to such Swap Provider Payment Date; and

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	(c)	the Party A Floating Rate.
Party A Fixed Rate:	From and including the Effective Date up to but excluding the
	Final Maturity Date, 4.876% per annum.
Party A Fixed Rate Day Count Fraction:	30/360
Party A Floating Rate:	Greater of (i) Party A Floating Rate Option plus Party A Spread,
	payable in arrear, and (ii) zero.
Party A Floating Rate Option:	Compounded Daily SOFR, as defined in the Prospectus, provided
	that the terms, "Interest Period" and "Maturity Date" as used in
	that definition means "Swap Provider Calculation Period" and
	"Final Maturity Date", respectively.
Interest Determination Date:	One U.S. Government Securities Business Day (as defined in the
	Prospectus) after each Swap Provider Calculation Period End Date,
	subject to the definition of Compounded Daily SOFR which
	provides that for the purposes of calculating Compounded Daily
	SOFR with respect to the final Swap Provider Calculation Period,
	the daily SOFR for each calendar day in the period from and
	including the Rate Cut-Off Date to but excluding the Final
	Maturity Date (or the Extended Due for Payment Date, if
	applicable) will be the daily SOFR in respect of such Rate Cut-Off
	Date.
Swap Provider Calculation Period End Date:	The second U.S. Government Securities Business Days before
	each Swap Provider Payment Date.
Rate Cut-Off Date:	The second U.S. Government Securities Business Day prior to the
	Final Maturity Date or the Extended Due for Payment Date, if
	applicable.
Party A Spread:	+0.71% per annum
Party A Floating Rate Day Count Fraction:	Actual/360 (Fixed)
Party A Business Day Convention:	On or prior to the Final Maturity Date, Following, provided that no
	adjustment will be made to the end date in respect of a Swap
	Provider Calculation Period even if such end date occurs on a day
	that is not a Business Day, and after the Final Maturity Date,
	Modified Following.
Interim Exchanges
Interim Exchange Date:	If (a) an Extended Due for Payment Date is specified as applicable
	in the Final Terms for Series CBL59 and (b) Party B has notified
	Party A that the payment of any or all of the Final Redemption
	Amount for such Series shall be deferred until the Extended Due
	for Payment Date pursuant to Condition 6.01, as modified by the
	Final Terms, for such Series, then each Interest Payment Date for

such Series falling after the Final Maturity Date up to (and including) the relevant Extended Due for Payment Date for which Party B has provided at least three Business Days' prior notice of

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Party A Interim Exchange Amount:

Party B Interim Exchange Amount:

Final Exchanges

Final Exchange Date:

Party A Final Exchange Amount:

Party B Final Exchange Amount:

Other Provisions

Calculation Agent:

Account Details

Account for payments to Party A in CAD:

Bank:

SWIFT:

For further credit account: Attention:

or such other account as Party A may direct.

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the related Party B Interim Exchange Amount.

With respect to an Interim Exchange Date, the amount in USD notified by Party B to Party A as being the portion of the Final Redemption Amount for Series CBL59 that Party B shall pay pursuant to Condition 6.01, as modified by the Final Terms, for Series CBL59.

With respect to an Interim Exchange Date, the Party A Interim Exchange Amount for such Interim Exchange Date converted into Canadian Dollars at the Currency Swap Transaction Exchange Rate.

If Party B is required to pay a Final Redemption Amount for Series CBL59 on any day pursuant to Condition 7.02, as modified by the Final Terms, for Series CBL59 and provides at least three Business Days' prior notice thereof to Party A, then the day so specified in such notice.

The amount in USD notified by Party B to Party A as being the Early Redemption Amount for Series CBL59 plus accrued but unpaid interest and any other amount due under such Series CBL59 (other than additional amounts payable under Condition 8, as modified by the Final Terms, for Series CBL59) that Party B shall pay pursuant to Condition 7.02, as modified by the Final Terms, for Series CBL59.

The Party A Final Exchange Amount converted into Canadian Dollars at the Currency Swap Transaction Exchange Rate.

Party A.

Canadian Imperial Bank Commerce

CIBCCATT 0999245 CIBC Treasury

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Account for payments to Party B in USD	Such account as directed by Party B.
Contact Details for notices
Party A	As set out in Part 4 of the Agreement.
Party B	As set out in Part 4 of the Agreement.

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MT MTDOCS 52843581

Confirmation

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. We are delighted to have executed this Transaction with you and look forward to working with you again.

Time of trading is available upon request.

Yours sincerely,

CANADIAN IMPERIAL BANK OF COMMERCE

By:

Name: Wojtek Niebrzydowski

Title: Authorized Signatory

Confirmed as of the date first written above:

CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP, acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc.

By:

Name: Wojtek Niebrzydowski

Title: Authorized Signatory

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CIBC CBL59 (USD) - Signature Page to Swap Confirmation

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