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CORRESP
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corresp

June 10, 2008

VIA EDGAR

Amit Pande

Assistant Chief Accountant

United States Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    Canadian Imperial Bank of Commerce

Form 40-F for the Fiscal Year Ended October 31, 2007

File Number 001-14678

Dear Mr. Pande:

     Thank you for your letter dated May 27, 2008, addressed to Michael G. Capatides of Canadian
Imperial Bank of Commerce (“CIBC” or “the Company”), setting forth comments of the staff of the
Division of Corporation Finance (the “Staff”) on CIBC’s Form 40-F for the fiscal year ended October
31, 2007 and our related letter dated April 4, 2008 in response to the Staff’s letter dated March
19, 2008.

     We appreciate the effort that went into the Staff’s comments. We have provided our responses
in the order the comments appeared in the Staff’s comment letter, which we have reproduced in bold
face text. Our responses follow each comment.

Form 40-F

Exhibit B.3(c), Management’s Discussion and Analysis

Liquidity Facilities to ABCP Conduits, page 40

    1.

    In your response to comment two from our letter dated March 19, 2008, you state that
you expect that the liquidity line would only be used to manage extreme liquidity distress
as a last resort and therefore have assessed that the probability of a draw to be extremely
low. Given your disclosure on page 40 that the ABCP purchases were due to liquidity
tightening during the second half of 2007, please tell us the following:

    •

    How you assessed the variable interests held by you as a result of providing the
Global Style Liquidity facility to be insignificant to the primary beneficiary analysis
in light of your purchases of ABCP during the year;

    •

    Whether you considered each purchase of ABCP to be a reconsideration event and, if
so, whether you performed a quantitative and qualitative analysis to determine whether
you were the primary beneficiary at each reconsideration event; and

    •

    Clarify whether ABCP purchases were in all cases made pursuant to the contractual
obligations, or whether certain purchases were made in advance of any specific
obligations to purchase ABCP.

As you have noted, in our response to question #2 in our letter dated April 4, 2008 we
assessed the variable interests we are exposed to through the Global
Style liquidity
facility to be insignificant to the primary beneficiary analysis. Our purchases of ABCP
during the year were in all cases voluntary to help support the continued functioning of
certain of our sponsored conduits in the challenging credit markets at the time. None of
the purchases of ABCP during the year were made pursuant to Global
Style liquidity
facilities, the prior liquidity facilities or any other contractual obligation.

As noted in our response to question #3 in our letter dated April 4, 2008, we consider
significant changes in the level of our holdings in ABCP to be a reconsideration event. As
a result, a primary beneficiary analysis was triggered by each significant purchase of ABCP
that we made. The primary beneficiary analysis is effectively performed through our
processes to continually monitor the percentage holdings we have in each CIBC sponsored
conduit. In the event that our percentage holdings are less than 45%, we believe that we
are not the primary beneficiary since we believe that the ABCP holdings are the only source
of significant variability for the reasons noted in our response to question #2 in our
letter dated April 4, 2008. In the event our percentage holdings were to exceed 45% in a
particular CIBC sponsored conduit, we would perform a more detailed primary beneficiary
analysis to assess whether we should consolidate the conduit. To date based on our
monitoring processes, the only time that we considered ourselves the primary beneficiary and
accordingly consolidated a CIBC sponsored conduit was from September 10, 2007 to October 17,
2007 when we owned a significant percentage of Sound Trust as noted in our response to
question #3 in our letter dated April 4, 2008.

    2.

    We also note your disclosure on page 58 that commencing September 17, 2007, you are
required to provide funding to the identified multi-seller conduits you sponsor, subject to
the satisfaction of certain limited conditions with respect to the conduits, to fund
non-defaulted assets. Further disclosure states that prior to this date, you provided
liquidity facilities in the event that funding for such conduits became unavailable as a
result of a general market disruption. Please address the following:

    •

    Clarify whether these new liquidity facilities to purchase assets are in
addition to or whether they replace prior liquidity facilities to purchase ABCP in
the event of a market disruption;

    •

    Explain the reason(s) for the change in the requirement for you to provide
liquidity funding;

    •

    Further explain the “satisfaction of certain limited conditions” in the context
of how and when you would be required to provide liquidity facilities to these
conduits;

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    •

    Tell us if you determined this new requirement to fund non-defaulted assets to
be a reconsideration event and, if so, how you considered this change in
determining whether you were the primary beneficiary; and

    •

    Tell us if you have purchased any non-defaulted assets from any conduits and, if
so, distinguish between purchases made under this new contractual requirement and
those made otherwise.

The liquidity facilities referred to in the second paragraph on page 58 of the MD&A are the
Global Style liquidity facilities referred to in both question #1 of this letter and
question #2 of our letter dated April 4, 2008. The provision of these facilities on
September 17, 2007 replaced the prior liquidity facilities that we were party to, which were
known in the market as “General Market Disruption” liquidity facilities.

The provision of Global Style liquidity facilities by CIBC was necessary to (i) ensure the
continued support of certain rating agencies in respect of ABCP issued by the CIBC sponsored
conduits; (ii) to match the form of liquidity protection provided by certain other major
Canadian banks to their bank sponsored conduits; and (iii) to generally help support the
continued functioning of the Canadian credit markets.

The primary difference between the General Market Disruption liquidity facilities we
previously provided and the Global Style liquidity facilities we commenced providing on
September 17, 2007 is that the former could only have resulted in the requirement for CIBC
to provide liquidity in the event that the entire Canadian commercial paper market had
become totally illiquid in that no commercial paper issuer was able to issue new paper in
the Canadian market. Under both styles of liquidity protection, the amount of funding that
can be drawn upon is limited by various asset quality related conditions.

The “satisfaction of certain limited conditions” in the context of how and when CIBC could
be required to provide liquidity facilities means that CIBC would not be required to provide
any funding to a particular conduit in respect of non defaulted assets if the net asset
value of the conduit was negative, or if the conduit was not in compliance with various
protective covenants related to its continued financial and legal viability.

Consistent with our response to question #3 in our letter dated April 4, 2008, we determined
that the provision of Global Style liquidity facilities was a reconsideration event.
However, we believe that the variable interests created as a result of providing the
liquidity facilities are insignificant to the primary beneficiary analysis as noted in our
response to question #1 of this letter. We do not believe that the liquidity facilities
result in significant variability being absorbed by CIBC because; (i) we believe that the
probability of draw is extremely low since the pricing for the liquidity line upon a
draw is generally expected to be higher to the conduits than the cost of raising ABCP; and
(ii) of the high quality of the underlying assets in the conduits and the
substantial credit enhancements provided by the sellers to the conduits; as noted in
question #2 in our letter dated April 4, 2008. We have never purchased any non-defaulted
assets from any of the CIBC sponsored multi-sellers nor have we provided any funding to the
conduits under the Global Style liquidity facilities.

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Visa Gain, page 40

    3.

    We note your response to comment four from our letter dated March 19, 2008. Please
address the following:

    •

    Provide us the range of per share fair values determined by the independent
valuation firm differentiating between the shares subject to immediate mandatory
redemption and shares with a three year selling restriction, as applicable;

    •

    Quantify the per share IPO discount and restricted stock discount that were
deducted from the “fully distributed trading value” estimated in the valuation
report to arrive at each of the per share fair values; and

    •

    Tell us how you determined that the use of the midpoint of the range of US
dollar denominated per share fair values was most representative of the value of
the shares to be received.

    The range of per share values determined by the independent valuation firm was US$50.50 to
US$58.50 for the shares subject to mandatory redemption and US$53.25 to US$61.25 for
the shares subject to the selling restriction. The range for the shares subject to mandatory
redemption factored in an IPO discount of 10% (which is the mid point between the range of
5% to 15%) as a deduction of the fully distributed trading value range of US$58 to US$67 per
share as determined by the independent valuation firm. The range for the restricted shares
did not factor in an IPO discount, but did factor in a restricted stock discount of 7.5%
(which is the mid point between the range of 5% to 10%) as a deduction of the fully
distributed trading value range as determined by the independent valuation firm.

    We chose the mid point of the range of US dollar denominated per share fair values presented
by the independent valuation firm as the most representative of the fair value of the shares
we received in October 2007 because we did not believe that any one particular value in the
range represented the best indicator of value.

    4.

    We further note the last paragraph in your response to comment four from our letter
dated March 19, 2008, and your disclosures regarding Visa Inc. on page 8 of your Q1 2008
quarterly report filed as an exhibit to your Form 6‑K on February 28, 2008. Please address
the following:

    •

    Tell us how you determined that an adjustment to the carrying value of your Visa
Inc. shares was not required in Q1 2008 upon obtaining updated information (for
instance, the expected Visa Inc. IPO pricing range on February 25, 2008) about the
fair value of these shares. Separately address your accounting for the shares
subject to mandatory redemption and shares with a three year selling restriction;
and

    •

    Provide us the amount of loss actually recognized in the second quarter of 2008
upon the mandatory redemption of Visa Inc. shares and tell us if any other than
temporary impairment with respect to the remaining shares has been recorded.

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We determined that an other-than-temporary impairment in respect of all of our Visa shares
was not required in Q1 based on the market information that was available as at January 31,
2008. The independent valuation that formed the basis of our initial gain was to a large
extent driven by MasterCard’s public information due to the limited amount of publicly
available information for Visa and the fact that MasterCard is the closest proxy to Visa.
As a result, the strong performance of MasterCard’s stock price from the original October
2007 Visa valuation through to January 31, 2008 was a primary reason for why we believed
that an other-than-temporary impairment was not required in Q1 2008. In addition, it was
our belief at the end of Q1 2008 that Visa’s final share allocation process (which is based
on the relative weighting of the world wide revenue and expense numbers of the various Visa
regions across the world) would be favorable compared to what we originally estimated given
the relative strength of the Canadian economy and of the Canadian dollar compared to the
other world-wide Visa regions.

We believe that the IPO pricing range that Visa Inc. announced on February 25, 2008
represented a “Type II” subsequent event under paragraph 3(b) of CICA Handbook section 3820
Subsequent Events and, as a result, was not permitted to be adjusted for in the January 31,
2008 consolidated financial statements. In particular, we believe that Visa’s February 25,
2008 announcement was not indicative of conditions that existed at January 31, 2008, but
instead represented information that reflected post quarter end negotiations between Visa
and its underwriters concerning the quantum of the IPO discount.

As a result of the mandatory redemption of 56.19% of our shares and the final adjustment
process, we recorded a pre-tax loss of $22 million in the second quarter of 2008. This
amount includes a $45 million loss on the redemption of 56.19% of our shares net of a $23
million gain that resulted from the favorable final share allocation of Visa’s
restricted shares relative to what we originally estimated. Visa’s Class A shares have appreciated
significantly since the IPO and as a result we did not record an other-than-temporary
impairment on our remaining holdings as at April 30, 2008. We provided disclosures
concerning the amount of our Q2 2008 loss on page 8 of our second quarter interim report.

Securitization of Third-party Assets, page 58

    5.

    We note your tabular presentation of your exposure to entities involved in the
securitization of third-party assets which includes disclosure related to third-party
structured vehicles for the two years ended October 31, 2007. During each of the periods
presented, please tell us whether you have been required to provide funding to or purchase
assets from these third party structured vehicles and quantify the amount of support given.
As applicable, tell us how you considered these actions in determining whether or not you
were not the primary beneficiary of these vehicles.

    During the two years ended October 31, 2007, instances where we were required to provide
funding to third party structured vehicles or were required to purchase assets from third
party structured vehicles were limited to:

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    •

    the provision of US$30 million in funding during 2007 pursuant to liquidity
facilities;

    •

    the provision of funding with a notional balance outstanding of US$603 million at
October 31, 2007 and US$326 million at October 31, 2006 pursuant to delayed draw
arrangements; and

    •

    the provision of funding pursuant to variable funding notes of which $21 million was
outstanding at October 31, 2007.

In respect of the provision of funds pursuant to liquidity facilities, we did not consider
CIBC to be the primary beneficiary of the underlying conduits as a consequence of the
relative seniority of our exposure within the conduits and due to the small size of our
exposure relative to the total variable interests of the conduits.

In respect of the provision of funding pursuant to the delayed draw facilities and the
variable funding notes, we did not consider CIBC to have a significant variable interest in
the underlying conduits because these positions were hedged with derivative counterparties
which held the implicit variable interest.

*                    *                    *

In connection with these responses, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
above filing;