SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

September 30, 2010
Via Mail and Facsimile (416-784-7565)

Gerald T. McCaughey
President and Chief Executive Officer Canadian Imperial Bank of Commerce Commerce Court Toronto, Ontario Canada, M5L 1A2
 Re: Canadian Imperial Bank of Commerce
  Form 40-F for the Fiscal Year Ended October 31, 2009
  Filed December 7, 2009   File No. 1-14678
Dear Mr. McCaughey:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further
review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we ma y raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that according to some travel site s, CIBC handles wire transfers to Cuba
and that the CIBC Visa can be used in Cuba .  We also note that  Exhibit 99.1 to the
Form 6-K you filed on December 8, 2008 lists the Canadian Iranian Foundation
under examples of organizations you suppor t in British Columbia.  Finally, we note
that your Form 40-F does not provide disclo sure relating to contacts with Iran or
Cuba.  Please update us on your direct or indirect contac ts with these countries,
which are identified by the U.S. State Depa rtment as state sponsors of terrorism
and are subject to U.S. economic sanctions  and export controls, since your letter to

Gerald T. McCaughey
Canadian Imperial Bank of Commerce
September 30, 2010 Page 2
us dated August 14, 2006.  In addition, pl ease describe to us any agreements,
commercial arrangements, or other contact s you have had with the governments of
Iran and Cuba as applicable, or entities  controlled by the governments of these
countries.
2. Please discuss the materiality of your cont acts with Iran and Cuba, as applicable,
described in response to our prior comment  and whether those contacts constitute
a material investment risk for your security holders.  You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
associated revenues, assets, and liabilitie s for the last three fiscal years and
subsequent interim period.  Also, addr ess materiality in terms of qualitative
factors that a reasonable i nvestor would deem important in making an investment
decision, including the potential impact of corporate activities upon a company’s
reputation and share value.  In this regard, we note that your joint venture partner Barclays recently settled with the Departme nt of Justice for transactions on behalf
of customers in countries including Iran and Cuba.
As you may be aware, various state and municipal governments, universities, and
other investors have proposed or adop ted divestment or similar initiatives
regarding investment in companies that  do business with U.S.-designated state
sponsors of terrorism.  Your materiality  analysis should address the potential
impact of the investor sentiment evid enced by such actions directed toward
companies that have operations associated with Iran and Cuba.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

Gerald T. McCaughey
Canadian Imperial Bank of Commerce
September 30, 2010 Page 3
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
  Please understand that we may have addi tional comments after we review your
response to our comments.  Please contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen ts or our review.  You may also contact
me at (202) 551-3470.           S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk      cc:  Todd Schiffman   Assistant Director  Division of Cor poration Finance