SecProbe.io

CORRESP
 1
 filename1.htm

 June 2, 2026

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Canadian
 Imperial Bank of Commerce

 Registration Statement on Form F-3

 File No. 333-294072

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933 (the " Act "), Canadian Imperial Bank of Commerce (the " Registrant ") hereby requests that
the above-referenced Registration Statement on Form F-3, as amended (the " Registration Statement "), be declared
effective at 1:00 p.m., Eastern Time on June 4, 2026, or as soon as practicable thereafter.

 Once the Registration Statement has been declared
effective, it would be appreciated if you would so inform Anna T. Pinedo via telephone at (212) 506-2500 or via e-mail at APinedo@mayerbrown.com .

 [Remainder of page left intentionally blank;
signature page follows]

 Thank you for your assistance in this matter.

 Very truly yours,

 Canadian Imperial Bank of Commerce

 By:
 /s/ Achilles M. Perry

 Name:
 Achilles M. Perry

 Title:
 Vice President and General Counsel – Capital
Markets (Regions)

 Canadian Imperial Bank of Commerce

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2026

Harry Culham
Chief Executive Officer
Canadian Imperial Bank of Commerce
81 Bay Street, CIBC Square
Toronto, Ontario, Canada M5J 0E7

 Re: Canadian Imperial Bank of Commerce
 Registration Statement on Form F-3
 Filed March 06, 2026
 File No. 333-294072
Dear Harry Culham:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Anna T. Pinedo
</TEXT>
</DOCUMENT>

CORRESP
1
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September 30, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Canadian Imperial Bank of Commerce

Registration Statement on Form F-3

File No. 333-282307

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933 (the “Act”), Canadian Imperial Bank of Commerce (the “Registrant”) hereby requests that the
above-referenced Registration Statement on Form F-3, as amended (the “Registration Statement”), be declared effective
at 5:00 p.m., Eastern Time on October 2, 2024, or as soon as practicable thereafter.

Once the Registration Statement has been declared
effective, it would be appreciated if you would so inform Edward S. Best via telephone at (312) 728-9158 or via e-mail at EBest@willkie.com
or Susan Rabinowitz via telephone at (312) 728-9087 or via e-mail at SRabinowitz@willkie.com.

[Remainder of page left intentionally blank;
signature page follows]

Thank you for your assistance in this matter.

    Very truly yours,

    Canadian Imperial Bank of Commerce

    By:
    /s/ Achilles M. Perry

    Name: Achilles M. Perry

    Title:
    Vice President and General Counsel – Capital Markets (U.S., Europe, Asia)

    Canadian Imperial Bank of Commerce

September 30, 2024
Victor G. Dodig
Chief Executive Officer
Canadian Imperial Bank of Commerce
81 Bay Street, CIBC Square
Toronto, Ontario, Canada M5J 0E7
Re:Canadian Imperial Bank of Commerce
Registration Statement on Form F-3
Filed September 24, 2024
File No. 333-282307
Dear Victor G. Dodig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Susan Rabinowitz, Esq.

CORRESP
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September 5, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Canadian Imperial Bank of Commerce

Registration Statement on Form F-3

File No. 333-237505

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933 (the “Act”), Canadian Imperial Bank of Commerce (the “Registrant”) hereby requests that the
above-referenced Registration Statement on Form F-3, as amended (the “Registration Statement”), be declared effective
at 5:00 p.m., Eastern Time on September 6, 2023, or as soon as practicable thereafter.

Once the Registration Statement has been declared
effective, it would be appreciated if you would so inform Edward S. Best via telephone at (312) 701-7100 or via e-mail at EBest@mayerbrown.com
or Susan Rabinowitz via telephone at (312) 701-8055 or via e-mail at SRabinowitz@mayerbrown.com.

[Remainder of page left intentionally blank;
signature page follows]

Thank you for your assistance in this matter.

    Very truly yours,

    Canadian Imperial Bank of Commerce

    By:
    /s/ Achilles M. Perry

    Name:
    Achilles M. Perry

    Title:
    Vice President and General Counsel – Capital Markets (U.S., Europe, Asia)

    Canadian Imperial Bank of Commerce

CORRESP
1
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August 31, 2023

Via EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Canadian Imperial Bank of Commerce
Registration Statement on Form F-3 File No. 333-272447

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933 (the “Act”), Canadian Imperial Bank of Commerce (the “Registrant”)
hereby requests that the above-referenced Registration Statement on Form F-3, as amended by Pre-Effective Amendment No. 1 (the
 “Registration Statement”), be declared effective at 2:00 p.m., Eastern Time on September 5, 2023, or as soon
as practicable thereafter.

Once
the Registration Statement has been declared effective, it would be appreciated if you would so inform Edward S. Best via telephone at
(312) 701-7100 or via e-mail at EBest@mayerbrown.com or Shouhua Yu via telephone at
(212) 506-2556 or via e-mail at SYu@mayerbrown.com.

[Remainder of
page left intentionally blank; signature page follows]

Thank you for your assistance in this
matter.

    Very truly yours,

    Canadian Imperial Bank of Commerce

    By:
    /s/
    ACHILLES M. PERRY

    Name:
    Achilles M. Perry

    Title:
    Vice President and General Counsel – Capital
    Markets (U.S., Europe, Asia)

    Canadian Imperial Bank of Commerce

United States securities and exchange commission logo
August 7, 2023
Victor G. Dodig
President and Chief Executive Officer
Canadian Imperial Bank of Commerce
81 Bay Street, CIBC Squar
Toronto, Ontario, Canada M5J 0E7
Re:Canadian Imperial Bank of Commerce
Registration Statement on Form F-3
Filed July 28, 2023
File No. 333-273505
Dear Victor G. Dodig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at (202) 551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Edward S. Best

United States securities and exchange commission logo
June 15, 2023
Victor G. Dodig
President and Chief Executive Officer
Canadian Imperial Bank of Commerce
81 Bay Street, CIBC Square
Toronto, Ontario, Canada M5J 0E7
Re:Canadian Imperial Bank of Commerce
Registration Statement on Form F-3
Filed June 6, 2023
File No. 333-272447
Dear Victor G. Dodig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Edward S. Best, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 27, 2021

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Canadian Imperial Bank of Commerce

Registration Statement on Form F-3

File No. 333-259240

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933 (the “Act”), Canadian Imperial Bank of Commerce (the “Registrant”) hereby requests that the above-referenced Registration Statement on Form
F-3, as amended (the “Registration Statement”), be declared effective at 5:00 p.m., Eastern Time on September 28, 2021, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, it would be appreciated if you would so inform Edward S. Best via telephone at
(312) 701-7100 or via e-mail at EBest@mayerbrown.com or Susan Rabinowitz via telephone at (312) 701-8055 or via e-mail at SRabinowitz@mayerbrown.com.

 [Remainder of page left intentionally blank;
signature page follows]

 Thank you for your assistance in this matter.

Very truly yours,

Canadian Imperial Bank of Commerce

By:

 /s/ ACHILLES M. PERRY

Name:

Achilles M. Perry

Title:

Vice President and General Counsel – Capital Markets (U.S., Europe, Asia)

Canadian Imperial Bank of Commerce

CORRESP
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CORRESP

 September 24, 2021

 Mayer Brown LLP

 71
South Wacker Drive

 Chicago, IL 60606

United States of America

T: +1 312 782 0600

 F: +1 312 701
7711

 mayerbrown.com

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549

 Attention: Jessica Livingston and Erin
Purnell

Re:
 Canadian Imperial Bank of Commerce

Amendment No. 1 to

Registration Statement on Form F-3

Filed September 17, 2021

File No. 333-259240

Dear Ms. Livingston and Ms. Purnell:

On behalf of Canadian Imperial Bank of Commerce (the “CIBC”), and in response to the letter (the “Comment
Letter”) dated September 23, 2021 with respect to the above-captioned Registration Statement on Form F-3, as amended (the “Registration Statement”) from the staff of the
Securities and Exchange Commission (the “Staff”) to CIBC, CIBC is submitting herewith, electronically via EDGAR, Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) on Form F-3. For your convenience, we are delivering to you via email a copy of this letter, together with a copy of Amendment No. 2 that has been marked to show the changes from the amended Registration Statement as
filed on September 17, 2021, as well as a clean copy of Amendment No. 2 and the exhibits filed therewith.

 CIBC’s responses
to the Comment Letter are set forth below. For ease of reference, the Staff’s comments have been repeated below in bold. Unless otherwise noted, “we,” “us” and similar terms refer to CIBC.

Amendment No. 1 to Form F-3

Material Income Tax Consequences, page 24

 1. We
note your disclosure that 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 holder. Investors are entitled to rely on the opinion as expressed. Please remove
this limitation on reliance. Refer to Section III.D.1 of Staff Legal Bulletin No. 19.

 Response

We have revised the disclosure on page 25 of the prospectus to address the language of concern in the Canadian taxation section. Accordingly,
the Amended Registration Statement also includes an updated Exhibit 8.2 opinion of Canadian counsel.

 Part II Exhibits

Exhibit 5.2, page II-2

2. We note counsel’s statement that the “opinions expressed herein are provided solely for the benefit of the addressee in connection with the
filing of the Registration Statement with the United States Securities and Exchange Commission and are not to be transmitted to any other person, nor are they to be relied upon by another person or for any other purpose or referred to in any public
document or filed with any government agency or other person without our prior express consent.” Please have counsel revise to remove any implication that investors are not entitled to rely on the opinion. Please refer to Section II.B.3.d of
Staff Legal Bulletin No. 19 for guidance.

 3. Please tell us, in each instance, why you believe carve-outs (a) through (f) on page 3 are
necessary and appropriate, or delete them.

 Responses

In response to the Staff’s comments 2 and 3, the opinion of Canadian counsel (exhibit 5.2) has been revised to remove the language cited
in each comment. Specifically, the problematic language in such counsel’s opinion referenced in comment 2 was deleted in its entirety to avoid any implication that investors would not be entitled to rely on the opinion. Additionally, the
carve-outs referred to in comment 3 also were deleted from the opinion to allay any concerns. Please note that in accordance with Staff Legal Bulletin #19, such counsel removed from the opinion the enforceability of the indenture.

If you have specific questions you would like to discuss, please do not hesitate to contact the undersigned at (312)
701-7100, Susan Rabinowitz, at (312) 701-8055, or CIBC’s in-house counsel, Paul Bent, at (416) 304-8492. Please communicate any remaining comments to my attention at the address and/or facsimile number above.

Sincerely,

/s/ Edward S. Best

Edward S. Best

United States securities and exchange commission logo
September 23, 2021
Achilles M. Perry
Vice President and General Counsel – Capital Markets
Canadian Imperial Bank of Commerce
425 Lexington Avenue – 3rd Floor
New York, New York, 10017
Re:Canadian Imperial Bank of Commerce
Amendment No. 1 to
Registration Statement on Form F-3
Filed September 17, 2021
File No. 333-259240
Dear Mr. Perry:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 8, 2021 letter.
Amendment No. 1 to Form F-3
Material Income Tax Consequences, page 24
1.We note your disclosure that 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 holder.
Investors are entitled to rely on the opinion as expressed. Please remove this limitation on
reliance. Refer to Section III.D.1 of Staff Legal Bulletin No. 19.

 FirstName LastNameAchilles M. Perry
 Comapany NameCanadian Imperial Bank of Commerce
 September 23, 2021 Page 2
 FirstName LastName
Achilles M. Perry
Canadian Imperial Bank of Commerce
September 23, 2021
Page 2
Part II. Exhibits.
Exhibit 5.2, page II-2
2.We note counsel's statement that the "opinions expressed herein are provided solely for
the benefit of the addressee in connection with the filing of the Registration Statement
with the United States Securities and Exchange Commission and are not to be transmitted
to any other person, nor are they to be relied upon by another person or for any other
purpose or referred to in any public document or filed with any government agency or
other person without our prior express consent." Please have counsel revise to remove any
implication that investors are not entitled to rely on the opinion. Please refer to Section
II.B.3.d of Staff Legal Bulletin No. 19 for guidance.
3.Please tell us, in each instance, why you believe carve-outs (a) through (f) on page 3 are
necessary and appropriate, or delete them.
            Please contact Jessica Livingston at 202-551-3448 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 September 17, 2021

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549

 Attention: Jessica Livingston and Sandra
Hunter Berkheimer

Re:
 Canadian Imperial Bank of Commerce

 Registration Statement on Form F-3

 Filed September 1, 2021

 File No. 333-259240

Dear Ms. Livingston and Ms. Berkheimer:

On behalf of Canadian Imperial Bank of Commerce (the “CIBC”), and in response to the letter (the “Comment
Letter”) dated September 8, 2021 with respect to the above-captioned Registration Statement on Form F-3 (the “Registration Statement”) from the staff of the Securities and
Exchange Commission (the “Staff”) to CIBC, CIBC is submitting herewith, electronically via EDGAR, Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) on Form F-3. For your convenience, we are delivering to you via email a copy of this letter, together with a copy of Amendment No. 1 that has been marked to show the changes from the Registration Statement as filed on
September 1, 2021, as well as a clean copy of Amendment No. 1 and the exhibits filed therewith.

 CIBC’s responses to the
Comment Letter are set forth below. For ease of reference, the Staff’s comments have been repeated below in bold. Please note that the page references in our responses below refer to the marked copy of Amendment No. 1. Unless otherwise
noted, “we,” “us” and similar terms refer to CIBC.

 Form of Prospectus

Description of Debt Securities

 General, page 2

1.
 Noting the disclosure that you will file a prospectus supplement disclosing the material tax consequences of
the original issue discount securities and the debt securities, please revise this filing to disclose to the extent practicable the material U.S. federal income tax consequences of the registered securities or advise. Please also advise whether you
plan to file tax opinions relating to the tax consequences of the registered securities.

 Response

We have revised the disclosure on pages 3 and 24-37 of the prospectus to address the material U.S. and Canadian tax consequences to
investors of the securities. The Amended Registration Statement includes as Exhibits 8.1 and 8.2, U.S. and Canadian opinions with respect to this disclosure. To the extent the prospectus supplement with respect to a particular offering contains
additional tax disclosure, tax opinions relating to the additional tax disclosure will be filed on a Form 8-K at the time of the specific offering.

Part II

 Item 9. Exhibits, page II-2

2.
 Please file a legal opinion relating to the validity of registered common shares.

Response

 In response to
the Staff’s comment, Exhibit 5.2 has been revised to include a legal opinion relating to the validity of the common shares.

 If you have
specific questions you would like to discuss, please do not hesitate to contact the undersigned at (312) 701-7100, Susan Rabinowitz, at (312) 701-8055, or
CIBC’s in-house counsel, Paul Bent, at (416) 304-8492. Please communicate any remaining comments to my attention at the address and/or facsimile number above.

 Sincerely,

/s/  Edward S. Best

Edward S. Best

United States securities and exchange commission logo
September 8, 2021
Achilles M. Perry
Vice President and General Counsel – Capital Markets
Canadian Imperial Bank of Commerce
425 Lexington Avenue – 3rd Floor
New York, New York, 10017
Re:Canadian Imperial Bank of Commerce
Registration Statement on Form F-3
Filed September 1, 2021
File No. 333-259240
Dear Mr. Perry:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
Description of Debt Securities
General, page 2
1.Noting the disclosure that you will file a prospectus supplement disclosing the material tax
consequences of the original issue discount securities and the debt securities, please revise
this filing to disclose to the extent practicable the material U.S. federal income tax
consequences of the registered securities or advise.  Please also advise whether
you plan to file tax opinions relating to the tax consequences of the registered securities.
Part II
Item 9. Exhibits, page II-2
2.Please file a legal opinion relating to the validity of registered common shares.

 FirstName LastNameAchilles M. Perry
 Comapany NameCanadian Imperial Bank of Commerce
 September 8, 2021 Page 2
 FirstName LastName
Achilles M. Perry
Canadian Imperial Bank of Commerce
September 8, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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August 30, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Canadian Imperial Bank of Commerce
Registration Statement on Form F-3

  File No. 333-257113

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933 (the “Act”), Canadian Imperial Bank of Commerce (the “Registrant”) hereby requests that
the above-referenced Registration Statement on Form F-3, as amended by Pre-Effective Amendment No. 1 (the “Registration
Statement”), be declared effective at 4:00 p.m., Eastern Time on September 2, 2021, or as soon as practicable thereafter.

Once
the Registration Statement has been declared effective, it would be appreciated if you would so inform Edward S. Best via telephone at
(312) 701-7100 or via e-mail at EBest@mayerbrown.com or Shouhua Yu via telephone at (212) 506-2556 or via e-mail
at SYu@mayerbrown.com.

[Remainder of page left intentionally blank;
signature page follows]

Thank you for your assistance in this matter.

    Very truly yours,

    Canadian Imperial Bank of Commerce

    By:
     /s/ ACHILLES M. PERRY

    Name:
    Achilles M. Perry

    Title:
    Vice President and General Counsel – Capital Markets (U.S., Europe, Asia)

    Canadian Imperial Bank of Commerce

United States securities and exchange commission logo
June 23, 2021
Victor Dodig
President and Chief Executive Officer
Canadian Imperial Bank of Commerce
Commerce Court
Toronto, Ontario, Canada M5L 1A2
Re:Canadian Imperial Bank of Commerce
Registration Statement on Form F-3
Filed June 15, 2021
File No. 333-257113
Dear Mr. Dodig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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December 12, 2019

Via EDGAR

United States Securities and  Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                          Canadian Imperial Bank of Commerce Registration Statement on Form F-3

File No. 333-233663

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 (the “Act”), Canadian Imperial Bank of Commerce (the “Registrant”) hereby requests that the above-referenced Registration Statement on Form F-3, as amended by Pre-Effective Amendment No. 1 (the “Registration Statement”), be declared effective at 4:00 p.m., Eastern Time on December 16, 2019, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, it would be appreciated if you would so inform Edward S. Best via telephone at (312) 701-7100 or via e-mail at EBest@mayerbrown.com or Shouhua Yu via telephone at (212) 506-2556 or via e-mail at SYu@mayerbrown.com.

[Remainder of page left intentionally blank; signature page follows]

Thank you for your assistance in this matter.

Very   truly yours,

Canadian   Imperial Bank of Commerce

By:

/s/ ACHILLES   M. PERRY

Name:

Achilles   M. Perry

Title:

Vice   President & General Counsel – CIBC Capital Markets (US, Europe,   Asia)

September 13, 2019
Achilles Perry
Vice President and General Counsel
Canadian Imperial Bank of Commerce
CIBC World Markets Corp.
425 Lexington Avenue — 3rd Floor
New York, NY 10017
Re:Canadian Imperial Bank of Commerce
Registration Statement on Form F-3
Filed September 6, 2019
File No. 333-233663
Dear Mr. Perry:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
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CANADIAN   IMPERIAL BANK OF COMMERCE

Commerce Court West

199 Bay Street, 11th   Floor

Toronto, ON M5L 1A2

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:                         Christopher Dunham, Staff Attorney

Re:                                  Canadian Imperial Bank of Commerce

Registration Statement on Form F-3 (File No. 333-220284)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Dunham:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Canadian Imperial Bank of Commerce hereby requests that the effective date of the above referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 9:00 a.m., Eastern Time, on September 8, 2017, or as soon as practical thereafter.

If you have any questions or comments, please do not hesitate to contact me at (416) 980-5186 or David S. Bakst at Mayer Brown LLP at (212) 506-2551. In addition, please notify Mr. Bakst when this request for acceleration has been granted.

Thank you for your attention to this matter.

* * * * * *

Sincerely,

Canadian Imperial Bank of Commerce

By:

/s/ Christopher J.   Anderson

Name:

Christopher J. Anderson

Title:

Senior Vice President,   Corporate Development

cc: David S. Bakst,   Mayer Brown LLP

Mail Stop 4720

September 6, 2017

Michael G. Capatides
Senior Executive Vice -President
Canadian Imperial Bank of Commerce
425 Lexington Avenue, 3rd Floor
New York, NY 10017

Re: Canadian Imperial Bank of Commerce
  Registration Statement on Form F-3
Filed  August 31 , 2017
  File No.  333-220284

Dear Mr. Capatides :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, act ion or absence of action by the staff.

Please  contact Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: David S. Bakst , Esq.

CORRESP
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August 29, 2017

CANADIAN IMPERIAL BANK OF COMMERCE

VIA EDGAR

Commerce Court West

199 Bay Street, 11th Floor

Toronto, ON M5L 1A2

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:               Christopher Dunham, Staff Attorney

Dietrich A. King, Assistant Director

Re:                             Canadian Imperial Bank of Commerce

Registration Statement on Form F-3 (File No. 333-219550)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Dunham:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Canadian Imperial Bank of Commerce (the “Company”) hereby requests that the effective date of the above referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 9:00 a.m., Eastern Time, on August 31, 2017, or as soon as practical thereafter.

If you have any questions or comments, please do not hesitate to contact me at (416) 980-5186 or David S. Bakst at Mayer Brown LLP at (212) 506-2551 . In addition, please notify Mr. Bakst when this request for acceleration has been granted.

Thank you for your attention to this matter.

* * * * * *

Sincerely,

Canadian Imperial Bank of Commerce

By:

/s/ Christopher J. Anderson

Name:

Christopher J. Anderson

Title:

Senior Vice President, Corporate Development

cc: David S. Bakst, Mayer Brown LLP

Mail Stop 4720

August 4, 2017

Michael G. Capatides
Senior Executive Vice -President,
Chief Administrative Officer and General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue, 3rd Floor
New York, NY 10017

Re: Canadian Imperial Bank of Commerce
  Registration Statement on Form F-3
Filed  July 28, 2017
  File No.  333-219550

Dear Mr. Capatides :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absen ce of action by the staff.

Please  contact Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: David S. Bakst , Esq.

May 11 , 2017

Mail Stop 4720

Via E -mail
Kevin Glass
Chief Financial 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, 2016
 Filed December 1, 2016
File No. 001-14678

Dear Mr. Glass ,

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Technical & Policy Advisor
Office of Financial Services

CORRESP
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CANADIAN IMPERIAL BANK OF COMMERCE

Commerce Court West

199 Bay Street, 11th Floor

Toronto, ON M5L 1A2

ROBERT   J. RICHARDSON, CD

Senior Vice   President & General Counsel (Canada)

Tel:  (416) 304-2788

Email:   robert.richardson@cibc.com

April 11, 2017

VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549

 Attn:                Christian Windsor, Special Counsel

Re:                       Canadian Imperial Bank of Commerce
 Registration Statement on Form F-4 (File No. 333-217170)

Dear Mr. Windsor:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Canadian Imperial Bank of Commerce (the “Company”) hereby requests that the effective date of the above referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 10:00 a.m., Eastern Time, on April 12, 2017, or as soon as practical thereafter.

In connection with this acceleration request, the Company hereby acknowledges that:

·                 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; and

·                 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

If you have any questions or comments, please do not hesitate to contact me at (416) 304-2788 or David S. Bakst at Mayer Brown LLP at (212) 506-2551.  In addition, please notify Mr. Bakst when this request for acceleration has been granted.

Thank you for your attention to this matter.

*  *  *  *  *  *  *

Page 2

Sincerely,

Canadian Imperial Bank of Commerce

By:

/s/ Robert J. Richardson

Name:

Robert J. Richardson

Title:

Senior Vice President & General Counsel (Canada)

cc:

David S. Bakst

CORRESP
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CORRESP

 April 6, 2017

Stephanie L. Sullivan

 Senior Technical & Policy
Advisor

 Office of Financial Services

 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, 2016

 Filed December 1, 2016

File No. 001-14678

 Dear
Ms. Sullivan:

 Thank you for your letter dated March 23, 2017, addressed to Kevin Glass of Canadian Imperial Bank of Commerce (“we”,
“us”, or “CIBC”), setting forth comments of the staff of the United States Securities and Exchange Commission on CIBC’s Form 40-F for the fiscal year ended October 31, 2016 filed on December 1, 2016.

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

 Form 40-F for the Fiscal Year Ended October 31, 2016

Notes to the Consolidated Financial Statements, page 101

Note 33 – Subsequent Event, page 166

1.
We note your disclosure that you entered into a definitive agreement to sell and lease back 89 retail properties located mainly in Ontario and British Columbia. We also note from your Form 6-K filed on
February 23, 2017 that the transaction closed during the first quarter of 2017 and that you recognized a $245 million after-tax gain which was reported in the “Other” business line within Retail and Business Banking. Please respond to
the following:

●
Tell us the business driver for this transaction.

 The business driver of the
transaction was the opportunity to create economic value for our shareholders. The transaction increased regulatory capital that can be used to generate profitable growth or return capital to our shareholders. The transaction recognizes that capital
can be deployed

 1

more effectively through investment in the growth of our business rather than through holding real estate.

●
Provide additional background regarding the terms of the transaction with the purchaser. To the extent there were multiple purchasers involved in the transaction, please separately discuss each component of the
transaction in detail, including whether there were any differences in the timing of the closing(s). Additionally, to the extent of multiple purchasers, describe any differences in prices paid for the properties, or differences in methodologies to
determine the fair value price.

 CIBC entered into an Agreement of Purchase and Sale on November 10, 2016 to sell
89 properties (the “89 APS”) to a buyer (the “Buyer”) for an aggregate sales price of $387 million, including $130 million related to 23 British Columbia properties (the “BC Properties”) and $12 million related to two
carve-out properties. As a requirement of the 89 APS, the Buyer agreed to leaseback the 89 properties to CIBC, pursuant to separate lease agreements.

The 89 APS provided for an initial closing date in respect of 66 of the properties (subject to the 2 carve out properties) and a second
closing date in respect of 23 BC Properties to allow the Buyer the opportunity to sell or assign its interests in the BC Properties. The 89 APS included two carve-out options which permitted CIBC to exclude two specific properties, for which we
received a high level of interest during the marketing and bidding process, which is described further below.

 In the event the Buyer was
not able to sell the BC Properties to another party, the Buyer was required to purchase the properties from CIBC at the agreed upon sales price of $130 million. Additionally, if CIBC elected not to exercise its right to carve-out the two specific
properties, the Buyer would have been obligated to purchase these two assets at the $12 million set out in the 89 APS.

 As a result, the
transaction closed in 4 tranches as follows:

○
The sale and leaseback of 64 properties on November 30, 2016 to the Buyer for sales proceeds of $245 million.

○
The sale and leaseback of the 23 BC Properties on January 16, 2017 to two buyers (the “BC Buyers”) to whom the Buyer assigned its interests and obligations for the same $130 million sales price the Buyer
had agreed to pay pursuant to the 89 APS.

○
 The sale and leaseback of one property on December 21, 2016 to an unrelated buyer for $11 million and the
sale and leaseback of one

 2

property on January 17, 2017 to another unrelated buyer for $4 million, pursuant to the exercise of the carve-out options for aggregate proceeds of $15 million ($3 million higher than set
out in the 89 APS).

●
Provide us with your analysis of the criteria supporting how the sale and leaseback transaction qualified as an operating lease.

In determining whether the sale and leaseback transaction qualified as an operating lease, we considered IAS17.08 which establishes the main
principle that distinguishes a finance lease from an operating lease: A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does
not transfer substantially all the risks and rewards incidental to ownership.

 We considered the following supporting facts in
determining that the lease back did not transfer substantially all the risks and rewards incidental to ownership back to CIBC:

○
The leases do not provide for the transfer of ownership of the asset to the CIBC by the end of the lease term.

○
CIBC does not have an option to purchase the asset at any point (either through a bargain purchase option or otherwise).

○
The non-cancellable period is ten years for 84 of the 89 properties; five years for 3 of the properties and twenty years for 2 of the properties. The extension options for all the leases requires a fair market rent to
be determined in the period leading up to the end of the non-cancellable term (i.e. all of the renewal options are at the “then fair value”). Therefore, we concluded that the there was no “reasonable certainty” that we would
exercise the option and that the lease term used for the purpose of assessing the lease was the non-cancellable period.

○
Lease terms of 10 years and even 20 years do not constitute a major part of the buildings’ economic lives.

○
At the inception of the leases, the present values of the minimum lease payments do not amount to a substantial portion of the sales price received for the properties.

○
The properties are not assets that are of such a specialized nature that only the CIBC can use them without major modifications.

○
The respective buyers maintain “all risk” property insurance, which is the typical manner of insurance that would be maintained by a prudent owner.

○
As discussed below, financing provided to the buyers by CIBC has sufficient recourse provisions to the buyers such that the risks associated with the properties will not revert back to CIBC.

 3

●
To the extent the lease includes both land and buildings, provide your analysis of the guidance in paragraphs 15A-17 of IAS 17.

The sale and leaseback includes both land and buildings.

We note that paragraph 16 of IAS 17 indicates: Whenever necessary in order to classify and account for a lease of land and buildings, the
minimum lease payments (including any lump-sum upfront payments) are allocated between the land and the buildings elements in proportion to the relative fair values of the leasehold interests in the land element and buildings element of the lease at
the inception of the lease. If the lease payments cannot be allocated reliably between these two elements, the entire lease is classified as a finance lease, unless it is clear that both elements are operating leases, in which case the
entire lease is classified as an operating lease (emphasis added).

 We believe that it is clear that both the land and building
components are operating leases based on the supporting facts in our response to the prior question, including lease terms that are significantly shorter than the economic lives of the buildings. Therefore, we did not separate the properties into
land and buildings components for the purpose of classifying them separately.

●
To the extent that the full gain has been recognized immediately on this transaction, describe the procedures performed to determine that the sales price was at fair value.

The competitive bidding process with arms-length parties leading up to the sale and lease back transactions was designed to ensure that the
sales prices were at fair value. As part of the process, CIBC engaged a third party advisor, a leading specialist in Canadian commercial property valuation, to help us estimate the fair value of the rents as well as the fair value of the properties.
These estimates were augmented by estimates determined by CIBC’s Investment Banking’s Real Estate team, which established a data room and produced a marketing presentation to be distributed to prospective purchasers.

The marketing presentation was distributed to 270 potential interested purchasers of which 90 parties executed confidentiality agreements and
received access to the data room. Ultimately, 8 bidders submitted proposals to purchase the portfolio with bids ranging from $321 million to $397 million and with four bids having purchase prices within approximately 5% of each other.

 4

 As discussed above, the BC Properties were initially sold to the Buyer and then assigned from
the Buyer to the BC Buyers using the same sales price of $130 million as established in the 89 APS.

 Also discussed above, for the two
carve-out properties, CIBC realized proceeds that were $3 million more than the proceeds that we would have received from the Buyer, if CIBC did not exercise the carve-out options. These properties were carved out because of the particularly high
level of interest expressed by potential purchasers.

 This competitive bidding process between arm’s length parties allowed us to
receive fair value sales proceeds approximately 10% above our initial expectations.

●
Tell us whether you provided financing to the purchaser(s). If so, please describe the terms of the related financing.

Of the aggregate transaction proceeds of $390 million, $160 million was financed by CIBC and $75 million was financed by another financial
institution. All of the financings conducted by CIBC were transacted on a normal-course commercial basis at market rates and recourse provisions commensurate with our internal risk ratings applied to the borrowers, and do not result in the risk and
rewards of ownership passing back to CIBC.

 In respect to the 64 properties purchased by the Buyer for gross proceeds of $245 million, $94
million was financed by CIBC and $75 million was financed by another financial institution. CIBC’s financing consisted of 3 variable interest rate facilities having base terms of 2, 7 and 10 years. The recourse provisions for these financings
permit CIBC and the other financial institution to seek judgment against the Buyer and its guarantors upon default of the Buyer if the underlying security is insufficient (i.e. “full recourse”).

In respect to the 23 BC Properties which were sold for aggregate proceeds of $130 million, CIBC provided bridge financing of $64 million to
the two BC Buyers in equal amounts of $32 million each. The initial bridge financings were variable rate demand loans that permitted the borrowers to convert the 12 month bridge loans into term loans, which would be based on the borrowers’ hold
or sell decision for each property. For one of the BC Buyers, CIBC has full recourse and for the other BC Buyer, CIBC’s recourse is to the property assets plus $10 million from this BC Buyer, if the underlying security is insufficient.

 5

 In respect to the 2 carve-out properties which were sold for aggregate proceeds of $15
million, CIBC provided financing of $2 million to the buyer of the $4 million property. The financing was a variable rate, 3-year term loan with recourse to the property. We did not provide financing to the buyer of the $11 million property.

*        *        *
 *        *

 We would be pleased to discuss any of our responses with you if it would assist you or your team.
Please do not hesitate to contact the undersigned at (416) 304-2424, or Ian Manktelow, VP & Chief Accountant, at (416) 980-3871.

 Very
truly yours,

 Kevin Glass

 Senior Executive
Vice President and Chief Financial Officer

 cc:

 Jane L.
Peverett

 Chair of the Audit Committee

 Helen Mitchell

Ernst & Young LLP

 6

March 23, 2017

Mail Stop 4720

Via E -mail
Kevin Glass
Chief Financial 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, 2016
 Filed December 1, 2016
File No. 001-14678

Dear Mr. Glass ,

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may  ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not be lieve our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 40 -F for the Fiscal Year Ended October 31, 2016

Notes to the Consolidated Financial Statements, page 101

Note 33 – Subsequent Event, page 166

1. We note your disclosure that you ent ered into a definitive agreement to sell and lease
back 89 retail properties located mainly in Ontario and Bri tish Columbia.  We also note
from  you Form 6 -K filed on February 23, 2017 that the transaction closed during the first
quarter of 2017 and that you  recognized a $245 million after -tax gain which was reported
in the “Other” business line within Retail and Business Banking.   Please respond to the
following:

 Tell us the business driver for this transaction.

Kevin Glass
Canadian Imperial Bank of Commerce
March 23, 2017
Page 2

 Provide additional background regarding the  terms of the transaction with the
purchaser .  To the extent there were multiple purchasers involved in the transaction,
please separately discuss each component of the transaction in detail, including
whether there were any differences in the timing of th e closing (s).  Additionally, to
the extent of multiple purchasers, describe any differences in prices paid for the
properties, or differences in methodologies to determine  the fair value price.

 Provide us with your analysis of the criteria supporting how the sale and leaseback
transaction qualified as  an operating lease.

 To the extent the lease includes both land and buil dings, provide your analysis of the
guidance in paragraphs 15A -17 of IAS 17.

 To the extent that the full gain has been recognized immed iately on this transaction,
describe the procedures performed to determine that the sales price was at fair value.

 Tell us whether you provided financing to the purchaser(s).  If so, please describe the
terms of the related financing.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Marc Thomas  at (202) 551 -3452 or me at (202)  551-3512 with any
questions.

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Technical & Policy Advisor
Office of Financial Services

CORRESP
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March 22, 2017

BY EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Canadian Imperial Bank of Commerce

Registration Statement on Form F-3

File No. 333-216286

Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Canadian Imperial Bank of Commerce, a Canadian chartered bank (the “Registrant”), hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3, as amended (the “Registration Statement”), be accelerated so that it will be declared effective at 12:00 p.m., noon, Eastern time on March 23, 2017, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)            should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)           the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)          the Registrant may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very   truly yours,

Canadian   Imperial Bank of Commerce

By:

/s/   E. Gage Olcott

Name:    E. Gage Olcott

Title:      Managing Director

CORRESP
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CANADIAN IMPERIAL BANK OF COMMERCE

Commerce Court West

199 Bay Street, 11th Floor

Toronto, ON M5L 1A2

ROBERT J. RICHARDSON, CD

Senior Vice President & General Counsel (Canada)

Tel: (416) 304-2788

Email: robert.richardson@cibc.com

October 26, 2016

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549

Attn:

Christian Windsor, Special Counsel

Re:

Canadian Imperial Bank of Commerce

Amendment No. 2 to the Registration Statement   on Form F-4

Filed October 25, 2016 (File   No. 333-213147)

Dear Mr. Windsor:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Canadian Imperial Bank of Commerce (the “Company”) hereby requests that the effective date of the above referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 9:00 a.m., Eastern Time, on October 28, 2016, or as soon as practical thereafter.

In connection with this acceleration request, the Company hereby acknowledges that:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; and

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

If you have any questions or comments, please do not hesitate to contact me at (416) 304-2788 or Reb D. Wheeler at Mayer Brown LLP at (212) 506-2414.  In addition, please notify Mr. Wheeler when this request for acceleration has been granted.

Thank you for your attention to this matter.

*  *  *  *  *  *  *

Very truly yours,

Canadian Imperial Bank   of Commerce

By:

/s/ Robert J.   Richardson

Name:

Robert J. Richardson

Title:

Senior Vice   President & General Counsel (Canada)

cc:

Reb D. Wheeler

2

CORRESP
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October 3, 2016

Mayer Brown LLP

1221 Avenue of the Americas
   New York, New York 10020-1001

Main Tel +1 212 506 2500
   Main Fax +1 212 262 1910

www.mayerbrown.com

VIA EDGAR

United States   Securities and Exchange Commission

Division of Corporation   Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Christian Windsor, Special Counsel

Re:                          Canadian Imperial Bank of   Commerce

Preliminary Registration Statement on   Form F-4

Filed August 15, 2016

File No. 333-213147

Dear Mr. Windsor:

On behalf of Canadian Imperial Bank of Commerce (“CIBC”), this letter responds to the letter from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated September 8, 2016 (the “Comment Letter”), regarding the above referenced Preliminary Registration Statement on Form F-4 (the “Registration Statement”).

We have filed today with the Commission, via EDGAR, Amendment No. 1 to the Preliminary Registration Statement (the “Amended Registration Statement”) that incorporates changes made in response to the Staff’s comments, as well as certain other updated information.  In connection with this letter and the filing of the Amended Registration Statement, we are sending to the Staff, by courier, courtesy copies of the Amended Registration Statement marked to show changes from the Registration Statement to the Amended Registration Statement.

The numbering of the paragraphs below corresponds to the numbering of the comments, which, for the Staff’s convenience, have been incorporated into this response letter.  All page references in the response set forth below refer to pages of the Amended Registration Statement.

Staff Comments and Company Responses

Prospectus Cover Page

1.            Please disclose the total amount of consideration to be received by all PrivateBancorp shareholders if the merger is completed.

Response:  CIBC acknowledges the Staff’s comment.  In response to the Staff’s comment, the Prospectus Cover Page in the Amended Registration Statement has been revised to

Mayer Brown LLP operates in combination with other Mayer Brown entities (the “Mayer Brown Practices”), which have offices in North America,
 Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown LLP

United States   Securities and Exchange Commission

October 3, 2016

Page   2

disclose the total amount of consideration expected to be received by all PrivateBancorp shareholders if the merger is completed.

The Merger, page 37

Background of the Merger, page 38

2.            Please expand your disclosure in this section to provide a more detailed description of PrivateBancorp’s strategic business reasons for entering into this transaction.  In particular, provide further details regarding the “strategic alternatives” that PrivateBancorp’s board considered and why the board chose to forgo those alternatives in favor of entering into negotiations with CIBC.

Response:  CIBC acknowledges the Staff’s comment.  In response to the Staff’s comment, the Amended Registration Statement has been revised on pages 39 and 45 to provide a more detailed description of PrivateBancorp’s strategic business reasons for entering into this transaction, including further details regarding the strategic alternatives that PrivateBancorp’s board considered and why the board chose to forgo those alternatives in favor of entering into negotiations with CIBC.

Opinions of PrivateBancorp’s Financial Advisors, page 48

3.            Revise your disclosure on page 59 to disclose the compensation paid to Goldman Sachs for investment banking services provided to PrivateBancorp during the past two years.  Please refer to Item 1015(b)(4) of Regulation M-A.

Response:  CIBC acknowledges the Staff’s comment.  In response to the Staff’s comment, the Amended Registration Statement has been revised on page 60 to disclose that during the two year period prior to the execution of the merger agreement, the Investment Banking Division of Goldman Sachs had not been engaged by PrivateBancorp or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs received compensation.

4.            We note that in connection with rendering its fairness opinion, Goldman Sachs reviewed “certain financial analyses and forecasts for CIBC on a stand-alone basis reflecting Wall Street analyst consensus estimates for CIBC for 2016 and 2017, as extrapolated by management of PrivateBancorp.”  We further note that Sandler O’Neill, in connection with rendering its fairness opinion, reviewed “internal financial projections for CIBC for the fiscal years ending October 31, 2016 through October 31, 2022, as prepared and provided by the senior management of PrivateBancorp.”  To the extent that the financial projections for CIBC’s future performance that were provided by PrivateBancorp’s management to each of Goldman Sachs and Sandler O’Neill informed the analysis

Mayer Brown LLP

United States   Securities and Exchange Commission

October 3, 2016

Page   3

performed by the respective financial advisors, please revise this section to disclose those projections.

Response:  CIBC acknowledges the Staff’s comment.  In response to the Staff’s comment, the Amended Registration Statement has been revised on pages 77 through 79 to include a new sub-section entitled “Certain Unaudited Prospective Financial Information of CIBC.”  This new sub-section sets forth certain unaudited prospective financial analyses and forecasts with respect to CIBC on a stand-alone basis reflecting a consensus of equity analysts’ estimates for 2016 and 2017, as extrapolated by management of PrivateBancorp for periods thereafter, and clarifies that this information was provided by PrivateBancorp’s management to each of Goldman Sachs and Sandler O’Neill and used in connection with their analyses of the fairness, from a financial point of view, of the merger consideration to PrivateBancorp’s stockholders.

5.            We also note that Sandler O’Neill discussed CIBC’s business, financial condition, results of operations and prospects with certain members of CIBC’s senior management.  To the extent that these discussions included any projections of future results for CIBC that would constitute material non-public information, revise this section to disclose the projections.

Response:  CIBC acknowledges the Staff’s comment.  In response to the Staff’s comment, we advise the Staff that Sandler O’Neill’s discussion of CIBC’s business, financial condition, results of operations and prospects with certain members of CIBC’s senior management referenced on page 62 of the Amended Registration Statement did not include any material non-public information.  The Amended Registration Statement has been revised on page 61 to include disclosure to that effect.

The Merger Agreement, page 105

Explanatory Note Regarding the Merger Agreement, page 105

6.            We note your statement that the merger agreement and the related summary in the prospectus “are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to PrivateBancorp or CIBC.”  We further note your statement that investors “should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties [to the merger agreement] or any of their respective subsidiaries or affiliates.”  Disclosure with respect to an agreement and the representations, warranties, and covenants contained therein (whether through incorporation by reference or direct inclusion) constitutes disclosure to investors, and you are required to consider whether additional disclosure is necessary in order to put the information contained in, or otherwise incorporated into that publication, into context so that such information is not misleading.  Refer to Report of Investigation

Mayer Brown LLP

United States   Securities and Exchange Commission

October 3, 2016

Page   4

Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission Statement on potential Exchange Act Section 10(b) and Section 14(a) liability, Exchange Act Release No. 51283 (Mar. 1, 2005).  Please revise your disclosure to remove the implication that the merger agreement and summary do not constitute public disclosure under the federal securities laws.  To the extent that you are aware of any instances where the warranties do not reflect the actual facts, please remedy those situations with appropriate revisions to the disclosure so that investors are better able to understand the information provided in the S-4, including the merger agreement.

Response:  CIBC acknowledges the Staff’s comment. In response to the Staff’s comment, the Amended Registration Statement has been revised on page 105 to remove the statements referenced in the Staff’s comment.

Description of CIBC Share Capital, page 122

7.            Please revise your disclosure to indicate that your description of the Bank Act is a summary of its material terms, and revise the summary as necessary so that it addresses the material impact of the Bank Act on shareholders.  You may supplement the summary disclosure to encourage investors to read the relevant provisions of the Bank Act in order to fully understand their respective rights.

Response:  CIBC acknowledges the Staff’s comment.  In response to the Staff’s comment, the Amended Registration Statement has been revised on pages 122, 123, 124 and 125 to further address the material impact of the Bank Act on shareholders.

Please advise us if we can provide any further information or assistance to facilitate your review.  Please direct any further comments or questions regarding this matter to Reb Wheeler at (212) 506-2414 or Jim Carlson at (212) 506-2515.

Sincerely,

/s/ Reb D. Wheeler

Reb D. Wheeler

cc:                              James B. Carlson
             Robert J. Richardson, Canadian Imperial Bank of Commerce
             Michael G. Capatides, Canadian Imperial Bank of Commerce
             Jennifer Evans, PrivateBancorp, Inc.
             Edward D. Herlihy, Wachtell, Lipton, Rosen & Katz
             Matthew M. Guest, Wactell, Lipton, Rosen & Katz

Mail Stop 4720
September  8, 2016

Michael G. Capatides
Senior Executive Vice President,
Chief Administrative Officer and
General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue – 3rd Floor
New York, NY 10017

Re: Canadian Imperial Bank of Commerce
  Registration Statement on Form F-4
Filed  August  15, 2016
  File No.  333-213147

Dear Mr. Capatides :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the infor mation you
provide in response to these  comments, we may have  additional comments.

Prospectus Cover Page

1. Please disclose the total amount of consideration to be received by all PrivateBancorp
shareholders if the merger is completed.

The Merger, page  37

Background of the Merger, page  38

2. Please expand your disclosure in this section to provide a more detailed description of
PrivateBancorp’s strategic business reasons for entering into this transaction.  In
particular,  provide further details regarding the “strategic alternatives” that

Michael G. Capatides
Canadian Imperial Bank of Commerce
September  8, 2016
Page 2

 PrivateBancorp’s board considered and why th e board chose to forgo th ose alternatives in
favor of entering into negotiations with CIBC.

Opinions of Private Bancorp’s Financial Advisors, page  48

3. Revise your disclosure on page 59 to disclose t he compensation paid to Goldman  Sachs
for investment banking services provided to PrivateBancorp  during the past two years .
Please refer to Item  1015(b)(4) of Regulation M -A.

4. We note that in connection with rendering its fairness opinion, Goldman Sachs reviewed
“certain  financial analyses and forecasts for CIBC on a stand -alone basis reflecting Wall
Street analyst consensus estimates for CIBC for 2016 and 2017, as extrapolated by
management of Private Bancorp.”  We further note that Sandler O’Neill, in connection
with re ndering its fairness opinion, reviewed “internal financial projections for CIBC for
the fiscal years ending October  31, 2016 through October  31, 2022, as prepared and
provided by the senior management of PrivateBancorp.”   To the extent that the financial
projections for CIBC’s future performance  that were provided by PrivateBancorp’s
management to each of Goldman Sachs and Sandler O’Neill informed the analysis
performed by the respective financial advisors, please revise this section to disclose those
proje ctions.

5. We also note  that Sandler O’Neill discussed CIBC’s business, financial condition, results
of operations and prospects with certain members of CIBC’s senior management.   To the
extent that these discussions included any projections of future result s for CIBC that
would constitute material non -public information, revise this section to disclose the
projections.

The Merger Agreement, page  99

Explanatory Note Regarding the Merger Agreement, page  99

6. We note your statement  that the merger agreement and the related summary in the
prospectus “are not intended to be, and should not be relied upon as, disclosures
regarding any facts and circumstances relating to PrivateBancorp or CIBC. ”  We further
note your statement that investors “should not rely on t he representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state of facts or
condition of the parties [to the merger agreement] or any of their respective subsidiaries
or affiliates.”  Disclosure with respec t to an agreement and the representations,
warranties, and covenants contained therein (whether through incorporation by reference
or direct inclusion) constitutes disclosure to investors, and you are required to consider
whether additional disclosure is n ecessary in order to put the information contained in, or
otherwise incorporated into that publication, into context so that such information is not
misleading. Refer to Report of Investigation Pursuant to Section 21(a) of the Securities
Exchange Act of 19 34 and Commission Statement on potential Exchange Act Section

Michael G. Capatides
Canadian Imperial Bank of Commerce
September  8, 2016
Page 3

 10(b) and Section 14(a) liabil ity, Exchange Act Release No.  51283 (Mar. 1, 2005). Please
revise your disclosure to remove the implication that the merger agreement and summary
do not constitute public disclosure under the federal securities laws .  To the extent that
you are aware of any instances where the warranties do not reflect the actual facts, please
remedy those situations with appropriate revisions to the disclosure so that investors are
better able to understand the information provided in the S -4, including the merger
agreement.

Description of CIBC Share Capital, page  116

7. Please revise your disclosure to indicate that your description of the Bank Act is a
summary of its material terms , and revise the summary as necessary so that it addresses
the material impact of  the Bank Act on shareholders.  You may supplement the summary
disclosure to encourage investors to read the relevant provisions of the Bank Act in order
to fully understand t heir respective rights.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules requi re.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acc eleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Michael G. Capatides
Canadian Imperial Bank of Commerce
September  8, 2016
Page 4

 adequate time  for us to review any amendment prior to the requested effective date of the
regist ration statement.

Please contact William H. Dorton, Staff Attorney,  at (202) 551 -3107  or me at (202) 551 -
3419  with any other questions.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

July 9 , 2015

Via E -mail
Kevin Glass
Senior Executive Vice President & Chief Financial Officer
Canadian Imperial Bank  of Commerce
Commerce Court
Toronto, Ontario, Canada M5L 1A2

Re: Canadian Imperial Bank of Commerce
 Form 40-F for Fiscal Year Ended October 31, 2014
Filed December 4, 2014
File No. 001 -14678

Dear Mr. Glass :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in  response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable r ules require.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

  April 28, 2015

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Canadian Imperial Bank of Commerce

 Registration Statement on Form F-3

File Number 333-202584

 Ladies and
Gentlemen:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Canadian Imperial Bank of Commerce (the
“Company”) hereby requests that the effectiveness of the above-referenced registration statement be accelerated so that it will become effective at 2:00 p.m., eastern time on Thursday, April 30, 2015, or as soon thereafter as
practicable.

  In connection with this acceleration request, the Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CANADIAN IMPERIAL BANK OF COMMERCE

By:

 /s/ David Dickinson

Name:

David Dickinson

Title:

VP, Treasury Financing

CORRESP
1
filename1.htm

CORRESP

 March 17, 2015

Stephanie J. Ciboroski

 Senior Assistant Chief Accountant

United States Securities and Exchange Commission

 Washington,
D.C. 20549

Re:
Canadian Imperial Bank of Commerce

 Form 40-F for Fiscal Year Ended October 31,
2014

 Filed December 4, 2014

File No. 001-14678

 Dear
Ms. Ciboroski:

 Thank you for your letter dated March 3, 2015, addressed to Kevin Glass of Canadian Imperial Bank of Commerce (“we”,
“us”, “CIBC” or “the Company”), setting forth comments of the staff of the United States Securities and Exchange Commission (the “staff”) on CIBC’s Form 40-F for the fiscal year ended October 31,
2014 filed on December 4, 2014.

 We appreciate the effort that went into your comments. We have provided our responses in the order your comments
appeared in the comment letter, which we have reproduced in bold face text. Our responses follow each comment or bullet, as applicable.

 Form 40-F
for Fiscal Year Ended October 31, 2014

 Exhibit 99.B.3(C)

Management’s Discussion and Analysis, page 1

Financial Performance Overview, page 5

Non-interest income, page 7

1.
We note that investment management and custodial fees increased 43 percent from the prior year due to the growth of client assets and the acquisition of Atlantic Trust. We also note from your disclosure on page 5
that your assets under administration (AUA) have significantly increased from the prior year to $1.7 trillion and these amounts include the full amount of AUA you co-manage with the Bank of New York Mellon through a joint venture arrangement. Please
address the following:

 1

•

We note from your disclosure on page 116 that you refer to the managed assets obtained from Atlantic Trust as assets under management (AUM). However, you describe the AUM acquired from Atlantic Trust on page 21 as
“funds managed and assets under administration” (within your private wealth management disclosure). Tell us and revise future filings to clearly disclose all AUA and AUM amounts.

Assets under Administration (AUA) and Assets under Management (AUM) are defined by CIBC in the Glossary on page 168 of our 2014 Annual Report. As the Glossary
is not included within our filing with the SEC, we will revise future annual filings to include the Glossary.

 AUA is defined in the Glossary as
“assets administered by CIBC that are beneficially owned by clients and are, therefore, not reported on the consolidated balance sheet. Services provided by CIBC are of an administrative nature, such as the safekeeping of securities, collection
of investment income, and the settlement of purchase and sale transactions. AUA also include actively managed client assets that are classified as assets under management.”

AUM is defined in the Glossary as “Assets managed by CIBC that that are beneficially owned by clients and are, therefore, not reported on the
consolidated balance sheet. The service provided in respect of these assets is discretionary portfolio management on behalf of the clients. AUM amounts are included in the amounts reported under AUA.”

Based on the above definitions, the $1.7 trillion of “Assets under administration” disclosed in the Financial performance overview section on page 5
of the MD&A is inclusive of AUM.

 We disclose the total of loans and deposits held and AUA administered by Private Wealth Management ($54.9 billion as
at October 31, 2014) in “Funds managed and Assets under administration – Private Wealth Management” on page 21 of the MD&A. As noted above, AUA is inclusive of AUM. Of this total, Atlantic Trust had approximately $34 billion
in AUA as at October 31, 2014, inclusive of AUM of approximately $29 billion (nil for loans and deposits). We will revise our disclosure in future annual filings to define Funds managed, and to more clearly indicate what is included in Funds
managed and Assets under administration – Private Wealth Management.

•

 We note from your disclosure on page 97 that you account for all joint ventures under the equity method. Therefore, it appears that

 2

your Bank of New York Mellon joint venture income is not recognized under the same revenue recognition principle as your management and custodial fees. Related to the previous bullet point, tell
us and revise your disclosure on page 5 to disaggregate all AUA and AUM that are co-managed with Bank of New York Mellon.

 The total
AUA of $1.7 trillion referenced above includes approximately $1.3 trillion in custodial and sub-custodial assets that are administered by a 50/50 joint venture between CIBC and the Bank of New York Mellon (CIBC Mellon). The $1.3 trillion represents
the full contract amount (i.e. 100%) of assets under administration by CIBC Mellon. We will revise our disclosure in future quarterly and annual filings to separately disclose the AUA that are under administration by CIBC Mellon. There is no AUM in
the joint venture.

 CIBC accounts for our joint venture interest in CIBC Mellon using the equity method of accounting, whereby we recognize our
proportionate share of their after-tax net income and comprehensive income in our Consolidated statement of income and Consolidated statement of comprehensive income, respectively. Our proportionate share of the net income of CIBC Mellon is
presented in our Consolidated statement of income as a single line item Income from equity-accounted associates and joint ventures.

•

Clarify in your disclosure, if true, that your investment management fees are based on your AUM and your custodial fees are based on your AUA.

•

Related to the previous bullet point, revise future filings to clarify the amount of revenue earned from investment management services and the amount earned from custodial services. Separately discuss in your
MD&A the drivers of change for each.

 Investment management fees are driven by various factors including, but not limited to, the
amount of AUM. Investment management fees in our asset management and private wealth management businesses are generally driven by the amount of AUM, while investment management fees in our retail brokerage business are driven by a combination of
the amount of AUA and, to a lesser extent, other factors unrelated to the amount of AUA (e.g. flat fees on a per account basis).

 Custodial fees represent
less than 10 percent of the Investment management and custodial fees line item. While a portion of custodial fees are driven by the amount of AUA, the majority of custodial fees are driven by factors that are unrelated to the amount of AUA
(e.g. safety deposit box fees and administrative fees). As noted above, our proportionate share of custodial fees earned by CIBC Mellon are included within the Income from equity-accounted investments in associates and

 3

joint ventures line item.

 We will revise our disclosure in future annual filings to indicate
that our proportionate share of CIBC Mellon’s custodial fees are included within the line item Income from equity-accounted investments in associates and joint ventures, and that custodial fees recognized directly by CIBC are included in
Investment management and custodial fees. As custodial fees do not represent a significant component of the Investment management and custodial fees line item, we do not intend to separately disclose the amounts of investment
management and custodial fees. However, we will provide a more fulsome discussion in our annual disclosure of the drivers of the change in the amount of investment management and custodial fees recognized, including providing a greater link to
changes in AUM and AUA where appropriate.

•

Provide a roll-forward of your AUM by investment strategy (i.e. equities, fixed income, cash, et al) that separately presents gross client inflows, gross client outflows, inflows from acquisitions, market
appreciation/(depreciation), and foreign currency translation adjustments.

•

Provide your ending AUA balances by financial instrument mix (e.g. equities, fixed income, cash, et al) and geographic mix (e.g. Canada, United States, et al).

The following is a roll-forward of consolidated AUM for the fiscal year ended October 31, 2014:

 $ billions

Total

 Opening balance as at October 31, 2013

97

 Add:

 Gross client inflows

30

 Inflows from acquisitions

25

 Market appreciation

8

 Foreign exchange translation adjustments

2

 Less:

 Gross client outflows

(22
)

 Ending balance as at October 31, 2014

140

 The ending AUM of $140 billion as at October 31, 2014 includes $139.6 billion of AUM of our Retail Brokerage, Asset
Management and Private Wealth Management businesses, which is included within our Wealth Management strategic business unit, as well as $0.4 billion of AUM included within Corporate and Other. We will revise future annual disclosures to more clearly
indicate the amount of AUM of our various Wealth Management businesses.

 4

 We do not monitor and track gross inflows and
outflows of AUM by investment strategy (e.g. equities, fixed income) and therefore a roll-forward on this basis is not available.

 The following is a
breakdown of the AUA (inclusive of AUM) as at October 31, 2014 by significant investment strategy (financial instrument mix):

$ billions, as at October 31, 2014

Equities

Fixed
income

Mutual
funds

Other

Total

 CIBC administered assets

122

53

185

11

371

 CIBC Mellon administered assets

745

534

—

68

1,347

 Total AUA

867

587

185

79

1,718

 The following is a breakdown of the AUA (inclusive of AUM) as at October 31, 2014 by geographical mix, which is based on
the location in which the assets are administered.

$ billions, as at October 31, 2014

Canada

US

International

Total

 CIBC administered assets

280

34

57

371

 CIBC Mellon administered assets

1,347

—

—

1,347

 Total AUA

1,627

34

57

1,718

•

Explain to us how each of these fees is calculated. In your response, tell us if you record these fees based on average or ending balances, and if based on average balances, please consider presenting average
AUM/AUA.

 As noted above, custodial fees are not a significant component of the Investment management and custodial fees
line item and are generally driven by factors unrelated to AUM and AUA. Investment management fees are largely driven by a combination of AUM and AUA, and in general these fees are calculated based on monthly or quarterly ending balances. As a
result, we do not intend to disclose average balances.

 Accounting and Control Matters, page 73

Valuation of Financial Instruments, page 73

2.
We note your adoption of a funding valuation adjustment (FVA) in the amount of $112 million during the fourth quarter of 2014. Your disclosure indicates that you have excluded the FVA adjustment from the table on
page 74 that presents your fair value adjustments because the FVA adjustment is considered integral to your valuation process. Please respond to the following:

 5

•

In light of your disclosure on page 73 that the impact of FVA is to reduce the fair value of uncollateralized derivative assets “incremental to the reduction in fair value of credit risk already reflected
through CVA” and credit risk is one of the fair value adjustments you disclose on page 74, please tell us why you don’t believe this is the type of adjustment that would be reflected as part of your fair value adjustments.

 We do not believe that the FVA represents a valuation adjustment because its adoption represents the replacement of
the LIBOR curve with the estimated market cost of funding curve as the discount rate in the base valuation of uncollateralized derivatives. In our view, valuation adjustments represent only those adjustments that are required to be applied on
top of the base valuation of derivatives (such as CVA) in order to arrive at the estimated exit price. While not shown in the valuation adjustment table on page 74, FVA is fully reflected in the fair value of the derivatives on our consolidated
balance sheet.

•

To the extent that you continue to believe it is appropriate to disclose FVA as part of your fair value adjustments on page 74, please tell us whether you plan to continue to disclose the effect of FVA in future
filings.

 We do not believe disclosing the ongoing affect of the application of FVA [the difference between the use of LIBOR
and estimated market cost of funding] in future filings is a meaningful metric to users because we consider the FVA to be an integral part of our base valuation, just like any other market input, rather than a valuation adjustment. However, if
we were to materially change the methodology used to estimate the market cost of funding, we would disclose the impact at that time.

 Exhibit
99.B.3(B)

 Note 2 – Fair Value Measurement, page 107

Fair Value of Financial Instruments, page 110

3.
We note that you have $4.9 billion of business and government loans carried at fair value through net income. We also note from your disclosure on page 108 that you separately present the fair value of any credit
derivatives used to manage the credit risk associated with these loans. Please refer to paragraph 9 of IFRS 7 and respond to the following:

 6

•

Tell us and revise future filings to disclose the current period and cumulative change in fair value that is attributable to the credit risk of these loans.

•

Clarify if the change in fair value is classified as part of trading income (loss), and if not, disclose which line item the change is classified within.

•

Tell us and revise future filings to disclose the amount of credit loss exposure that is mitigated through your use of credit derivatives and include in your disclosure the current period and cumulative change
in fair value of these instruments.

 Our disclosure on page 108 that referenced credit derivatives was describing the method we use to
estimate the fair values of our amortized cost loans. The disclosure was only meant to clarify that the fair value of our amortized loans is not adjusted for the value of any credit derivatives used to manage the credit risk associated with them. As
at October 31, 2014, only $400 million of loans carried at amortized cost were economically hedged by credit derivatives. The fair value of the credit derivatives hedging these loans was $6 million and the related $2 million negative
change in fair value for the year ended at October 31, 2014 was recognized in the consolidated statement of income in the Trading income (loss) line.

As at October 31, 2014, we did not have any loans that we had designated at fair value through P&L. As a result, the disclosure required by paragraph
9 of IFRS 7 was not applicable to us.

 The $4.9 billion of business and government loans that were carried at fair value through net income as at
October 31, 2014 were mainly comprised of short-term bankers acceptances that we classify as trading loans (i.e. not loans designated at fair value through P&L) as we buy and sell them on a frequent basis for short-term profit taking
purposes. We do not use credit derivatives to economically hedge these loans.

 Note 6 – Structured Entities and Derecognition of Financial
Assets, page 122

 Single-Seller and Multi-Seller Conduits, page 122

4.
We note your disclosure that you manage and administer a single-seller conduit and several CIBC-sponsored non-consolidated multi-seller conduits in Canada. Your disclosure also states that the sellers to the conduits
may continue to service the assets and may be exposed to credit losses realized on these assets, typically through

 7

 the provision of
over-collateralization or another form of retained interest. Please respond to the following:

•

In circumstances where the sellers to the conduits do not service the assets or are not exposed to credit losses realized on the assets, tell us whether you have any rights or responsibilities with respect to
servicing the assets or realizing the credit losses through your credit facilities.

 The purpose and design of the si

March  11, 2015

Via Email
Michael G. Capatides
Chief Administrative Officer and General Counsel
Canadian  Imperial Bank of Commerce
425 Lexington Avenue – 3rd Floor
New York, NY 10017

Re: Canadian Imperial Bank of Commerce
  Registration Statement on Form F-3
Filed  March  6, 2015
  File No.  333-202584

Dear Mr. Capatides :

This letter is to inform you that we are conducting a limited review of the above -
captioned filing for resolution of outstanding comments relating to your most recent ly filed
Form  40-F.  Please understand that the purpose of this review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.

Please note that before you request that the effective date of the above -captioned
registration statement be accelerated, you should resolve all outstanding comments to your most
recent Form  40-F.

Please contact Will Dorton  at (202) 551 -3107  or me at (202) 551 -3675  with any other
questions.

Sincerely,

/s/ Suzanne Hayes

Suzanne Hayes
Assistant Director

March 3 , 201 5

Via E -mail
Kevin Glass
Senior Executive Vice President & Chief Financial Officer
Canadian Imperial Bank of Commerce
Commerce Court
Toronto, Ontario, Canada M5L 1A2

Re: Canadian Imperial Bank of Commerce
 Form 40-F for Fi scal Year Ended Octo ber 31, 201 4
Filed December 4 , 2014
File No. 001-14678

Dear Mr. Glass :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 40 -F for Fiscal Year Ended October 31, 2014

Exhibit 99.B.3(C)

Management’s Discussion and Analysis, page 1

Financial Performance Overview, page 5

Non-interest income, page 7

1. We note that investment management and custodial fees increased 43 percent from the
prior year due to the growth of client assets and the acquisition of Atlantic Trust.  We
also note from your disclosure on page 5 that your assets under administration  (AUA)
have signif icantly increased from the prior year  to $1.7 trillion and these amounts include
the full amount of AUA you co -manage with the Bank of New York Mellon through a
joint venture arrangement.  Please address the following:

Kevin Glass
Canadian Imperial Bank of Commerce
March 3 , 201 5
Page 2

  We note from your disclosure on page  116 that you refer to the managed assets
obtained from Atlantic Trust as assets under management (AUM).  However, you
describe the AUM acquired from Atlantic Trust on page 21 as “funds managed and
assets under administration” (within your private wealth m anagement disclosure).
Tell us and revise future filings to clearly disclose all AUA and AUM amounts.
 We note from your disclosure on page 97 that you account for all joint ventures under
the equity method.  Therefore, it appears that your Bank of New Y ork Mellon joint
venture income is not recognized under the same revenue recognition principle as
your management and custodial fees.  Related to the previous bullet point, tell us and
revise your disclosure on page 5 to disaggregate all AUA and AUM that a re co -
managed with Bank of New York Mellon.
 Clarify in your disclosure, if true, that your investment management  fees are based on
your AUM  and your custodial  fees are based on your AUA .
 Related to the previous bullet point, revise future filings to cla rify the amount of
revenue earned from investment management services and the amount earned from
custodial services.  Separately discuss in your MD&A the drivers of change for each.
 Provide a roll -forward of your AUM by investment strategy (i.e. equities, fixed
income, cash , et al ) that separately presents gross client inflows, gross client outflows,
inflows from acquisitions, market appreciation/(depreciation), and foreign currency
translation adjustments.
 Provide your ending AUA balances by fin ancial instrument mix (e.g. equities, fixed
income, cash , et al ) and geographic mix (e.g. Canada, United States, et al).
 Explain to us how each of these  fees is calculated.  In your response, tell us if you
record these fees based on average or ending bala nces, and if based on average
balances, please consider presenting average AUM/AUA.

Accounting and Control Matters, page 73

Valuation of Financial Instruments, page 73

2. We note your adoption of a funding valuation adjustment (FVA) in the amount of $112
million during the fourth quarter of 2014.  Your disclosure indicates that you have
excluded the FVA adjustment from the table on page 74 that presents your fair value
adjustments because the FVA adjustment is considered integral to your valuation process .
Please respond to the following:
 In light of your disclosure on page 73 that the impact of FVA is to reduce the fair
value of uncollateralized derivative assets “incremental to the reduction in fair value
of credit risk already reflected through CVA” a nd credit risk is one of the fair value
adjustments you disclose on page 74, please tell us why you don’t believe this is the
type of adjustment that would be reflected as part of your fair value adjustments.
 To the extent that you continue to believe it is appropriate to disclose FVA as part of
your fair value adjustments on page 74, please tell us whether you plan to continue to
disclose the effect of FVA in future filings.

Kevin Glass
Canadian Imperial Bank of Commerce
March 3 , 201 5
Page 3

 Exhibit 99.B.3(B)

Note 2 – Fair Value Measurement, page 107

Fair Value of Financial Instruments, page 110

3. We note that you have $4.9 billion of business and government loans carried at fair value
through net income.  We also note from your disclosure on page 108 that you separately
present the fair value of any credit derivativ es used to manage the credit risk associated
with these loans.  Please refer to paragraph 9 of IFRS 7 and respond to the following:
 Tell us and revise future filings to disclose the current period and cumulative change
in fair value that is attributable to  the credit risk  of these loans .
 Clarify if the change in fair value is classified as part of trading income (loss), and if
not, disclose which line item the change is classified within.
 Tell us and r evise future  filing s to disclose the amount of credit loss exposure that is
mitigated through your use of  credit derivatives and include in your disclosure the
current period and cumulative change in fair value of these instruments .

Note 6 – Structured Entities and Derecognition of Financial Assets, page 122

Single -Seller and Multi -Seller Conduits, page 122

4. We note your disclosure that you manage and administer a single -seller conduit and
several CIBC -sponsored non -consolidated mul ti-seller conduits in Canada.   Your
disclosure also states that the sellers to the conduits may continue to service the assets
and may be exposed to credit losses realized on these assets, typically through the
provision of over -collateralization or another form of retained interest.  Please respond to
the following:
 In circumstan ces where the sellers to the conduits do not service the assets or are not
exposed to credit losses realized on the assets, tell us whether you have any rights or
responsibilities with respect to servicing the assets or realizing the credit losses
through your credit facilities.
 Tell us whether any of the fees earned by you under the accounting, cash
management and operations services, or through the offering of backstop liquidity
facilities or as a derivative counterparty are variable in nature, and how yo u evaluated
the overall significance of the variability of the returns from these activities.

Note 15 – Common and Preferred Share Capital, page 135

Preferred Share Rights and Privileges, page 135

5. We note from your disclosure that you have issued Class A Series 27, 29 and 39
Preferred Shares which are automatically convertible into common shares upon the
occurrence of a non -viability trigger event.   The Series 27 and 29 preferred shares are

Kevin Glass
Canadian Imperial Bank of Commerce
March 3 , 201 5
Page 4

 convertible into a number of shares based upon the then applicab le cash redemption price
divided by 95% of the common share price, subject to a minimum price of $2.00 per
share, and the Series 39 preferred shares are convertible determined by dividing the par
value plus unpaid dividends divided by average common share price, subject to a
minimum of $5.00 per share.    In light of the fact that these preferred shares could be
settled in a variable number of shares, please tell us how you determined that equity
classification was appropriate for these instruments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act o f
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In resp onding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United Sta tes.

You may contact Jim Dunn , Staff Accountant,  at (202) 551 -3724 or me at (202) 551 -
3512 if you have questions.

Sincerely,

        /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Ass istant  Chief Accountant

June 12 , 2013

Via E -mail
Gerald 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, 2012
Filed December 6, 2012
File No. 001-14678

Dear Mr. McCaughey :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure  in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicabl e rules require.

Sincerely,

 /s/ Michael Seaman for

 Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 June 3, 2013

Suzanne Hayes

 Assistant Director

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, 2012

 Filed December 6, 2012

File No. 001-14678

 Dear
Ms. Hayes:

 Thank you for your letter dated May 17, 2013, addressed to Gerald McCaughey of Canadian Imperial Bank of Commerce (“we”,
“us”, “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, 2012 filed on
December 6, 2012.

 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 filed
December 6, 2012

 Real estate secured personal lending, page 48

1.
We note the tabular disclosure of LTV ratios for your Canadian residential mortgage portfolios based on industry house price estimates from Teranet. Please revise your
disclosure in future filings to clarify the following:

•

 The extent to which you utilize the house price estimates provided by Teranet, including whether you utilize such information in your estimate of the
allowance for credit losses within your Canadian residential mortgage portfolio or in your valuation of properties upon charge-off of the residential mortgage; and

•

 The nature of Teranet, and to the extent that Teranet is an automated valuation system, clarify how you validate the accuracy of house prices provided by this
system.

 1

 Teranet – National Bank
Composite House Price Index™ ( “Teranet Index”) is an independent estimate of the rate of change of Canadian home prices. The measurements are based on the property records of public land registries, where sale price is available. The
monthly indices cover 11 Canadian metropolitan areas. The metropolitan areas are combined to form a national composite index. The index is offered to financial professionals by companies independent of CIBC i.e. Teranet Inc. and National Bank of
Canada. The above index is based on similar methodology as S&P/Case-Schiller Home Price Index and is widely used by market participants in Canada.

 We use the Teranet Index to statistically estimate how the current market values of properties in our portfolio have changed over time. This is one of several metrics available for monitoring risks in our
portfolio. We do not use this index when “lending to clients”, determining provisions or valuation of properties upon charge-off.

 The Teranet Index is not an automated valuation model used to estimate the value of individual properties, but a backwards look at how overall house prices have changed in a particular geography. It is based on
actual market transactions. We look at other broad measures of house prices such as those issued by Canada Mortgage and Housing Corporation “CMHC” and by the Canadian Real Estate Association “CREA” for alignment.

We will revise our future filings to provide the key elements of this information.

 Impact on collateral if there is a downgrade of CIBC’s credit rating, page 64

2.
Please quantify the amount of collateral you are required to deliver in case of a downgrade to your current credit risk rating and include this information in future filings.

 The amount of collateral which we are required to deliver in case of a downgrade to our current credit risk is as
follows:

 $ billions, as at October 31, 2012

 One-notch downgrade

$
0.1

 Two-notch downgrade

$
1.5

 Three-notch downgrade

$
2.6

 We have included this disclosure starting from our Q1/13 filing.

 2

 Critical accounting policies and estimates, page 69

 Allowance for credit losses, page 70

3.
We note your disclosure of internal credit ratings for your business and government and retail portfolios beginning on page 46, and the ratings for the retail portfolios
correlate to a probability of default (PD) range on page 48. Please tell us and revise your critical accounting policies disclosure in future filings to clarify whether these risk rating systems are used in your allowance calculation and if so, how
you incorporate the ratings and the PD range into the individual and/or collective allowances. In this regard, consider disclosing your loan portfolio by internal risk rating by carrying value rather than by exposure at default (EAD) to fulfill the
disclosure obligations of paragraph 36(c) of IFRS 7.

 For our business and government portfolios, the internal credit
ratings on page 46 and their related PD bands, which are not disclosed, are used to determine the collective allowance for credit loss. However, the risk ratings and PDs are not used in the determination of our individually assessed allowances for
impaired loans as our individual allowances are instead based on company specific assessments.

 For our retail portfolios, as is
described on page 71 of our 2012 Annual report, CIBC uses historical write-offs to determine the appropriate allowance levels. Residential mortgages, credit card loans, personal loans, and certain small business loan portfolios consist of large
numbers of homogeneous balances of relatively small amounts, for which we take a portfolio approach to establish the collective allowance. As it is not practical to review each individual loan, we utilize historical ratios of write-offs to current
accounts and balances in arrears. For residential mortgages, personal loans and certain small business loans, this historical loss experience enables CIBC to determine appropriate probabilities of default (PD) and loss given default (LGD)
parameters, which are used in the calculation of the collective allowance. For credit card loans the historical loss experience enables CIBC to calculate roll-rate models, in order to determine an allowance amount driven by flows to write-off. The
PDs determined by this process that correspond to the risk levels in our retail portfolios are described on page 48 of the MD&A. We also consider estimates of the time periods over which losses that are present would be identified and a
provision taken, our view of current economic and portfolio trends, and evidence of credit quality improvements or deterioration. On a regular basis, the parameters that affect the allowance calculation are updated, based on our experience and the
economic environment.

 3

 In our future filings, to more clearly describe how risk ratings are used in the calculation of the collective
allowance for our business and government portfolios, we will refer to the credit ratings discussion on page 46 in our Credit Risk section of the MD&A in our disclosures on business and government collective allowances on page 71 in our
Accounting and Control Matters section of the MD&A. Also, we will refer to the retail portfolio PD discussion on page 48 in our Credit Risk section of the MD&A in our disclosures on consumer and certain small business collective allowances
on page 71 in our Accounting and Control Matters section of the MD&A.

 Finally, we will provide in our future filings the credit
quality of our risk rated and retail portfolios by carrying value in a manner similar to the existing tables on page 48 and 49 of the 2012 Annual Report that discloses the credit quality of our portfolios by exposure at default.

Asset impairment, page 71

 Goodwill, other
intangible assets and long-lived assets, page 71

4.
We note your disclosure that as at April 30, 2012 and August 1, 2012 the estimated recoverable amounts of CIBC FirstCaribbean exceeded the carrying amounts based on
the most recent impairment tests which were conducted in the third and fourth quarters of 2012, respectively and that reductions in the estimated recoverable amount of your CIBC FirstCaribbean CGU could result in a goodwill impairment charges in
future periods. Please revise your disclosure in future filings to state the percentage by which the recoverable amount exceeded the carrying value of the CIBC FirstCaribbean CGU as of the date of the most recent impairment test.

 We will revise the disclosure in our future filings to state the percentage by which the recoverable amount exceeded
the carrying value of the CIBC FirstCaribbean CGU as of the date of the most recent impairment test.

 Fee and commission income, page 101

5.
You disclose that you recognize investment management and custodial fees as well as mutual fund fees on an accrual basis. Please revise your disclosure in future filings to
clarify your accounting for these fees on an accrual basis. Specifically, to the extent that you have concluded the fee revenue within these accounts involves the rendering of services, disclose the methods you have adopted to determine the stage of

 4

 completion of such transactions. In addition, tell us how such methods reliably measure the services
performed. Refer to paragraphs 24 and 35(a) of IAS 18 and paragraph 14(b)(iii) of the illustrative examples.

 We will revise our
future filings to include the disclosure in our revenue recognition accounting policy note related to investment management and custodial fees and mutual fund fees as follows:

 Investment management and custodial fees are primarily investment, estate and trust management fees that are based on the respective value of the assets under management or custody and are recognized over the
period that the related services are provided. As a result, any prepaid fees are deferred and amortized over the applicable service period, which is generally the contract term.

Mutual fund fees are recognized over the period that the mutual funds are managed by the Company and are based upon the daily net asset values of
the respective mutual funds.

 As the recognition and calculation of the fees do not involve forward looking judgments, and instead are
either based on actual net asset values or time based service contracts these methods result in reliable measurements.

 Note 2. Fair value of
financial instruments , page 101

 Sensitivity of level 3 financial assets and liabilities, page 108

6.
We note your sensitivity disclosures that an increase or a decrease in the mark-to-market of certain financial instruments would result in a net gain or a net loss. It is not
clear from these disclosures which input is either increasing or decreasing the reasonably possible alternative assumptions in order to result in the net gains and losses disclosed. Please revise your disclosure in future filings to more clearly
state the input(s) that would change the fair value significantly in your sensitivity disclosures. Refer to paragraph 27B(e) of IFRS 7.

 We will revise our disclosure in future filings to more clearly state the input(s) that would significantly change the fair value of financial instruments classified as level 3.

Note 23. Contingent liabilities and provision, page 150

 5

7.
Please revise your disclosure in future filings to more clearly describe whether all of your legal proceedings cases are included in your $44 million ending provision
balance on page 151, or whether certain legal proceedings are only considered contingent liabilities as of October 31, 2012. For any legal proceedings considered as part of a class of contingent liabilities, disclose your estimate of the
financial effect of the contingent liability, or tell us where you have already disclosed such estimate. Refer to paragraph 86 of IAS 37.

 We will revise our disclosure in future filings to clarify that all provisions related to legal proceedings are included in the ending provision balance disclosed in the continuity table in Note 23. We will also
disclose in future filings which of the significant legal proceedings have a provision that is included in the aggregate ending provision as at the reporting date in the continuity table in Note 23. In addition, where practicable, we will disclose
the estimated financial effect of the legal matters considered contingent liabilities.

 424 Prospectuses relating to registration statement on
Form F-3

8.
Please confirm that, with respect to your structured note offerings, you will comply with the comments contained in the following letters in your future prospectus
supplements:

•

 Sample letter sent to financial institutions regarding their structured note offerings disclosure in their prospectus supplements and Exchange Act reports,
which is available at: http://www.sec.gov/divisions/corpfin/guidance/structurednote0412.htm

•

 Letter sent to certain financial institutions by the Office of Capital Markets Trends on February 21, 2013, which can be located by searching
“Office of Capital Markets Trends” at the following link: http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp

 We confirm that our future prospectus supplements for structured note offerings will address the disclosure issue comments in the letters referenced above.

*    *    *    *    *

 6

 In connection with these responses, the Company
acknowledges that:

•

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

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 We would be pleased to discuss any of our responses with you if it would assist you or your team. Please do not
hesitate to contact the undersigned at (416) 304-2424 or Shuaib Shariff, our Chief Accountant, at (416) 980-5465.

 Very truly yours,

 /s/ Kevin
Glass

 Kevin Glass

 Senior Executive Vice President and Chief Financial Officer

 cc:

Ron W. Tysoe

 Chair of the Audit Committee

Andre de Haan

 Ernst & Young LLP

 7

May 17, 2013

Via E -mail
Gerald 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, 2012
Filed December 6, 2012
File No. 001-14678

Dear Mr. McCaughey :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
respo nse.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response t o these  comments, we may have  additional comments.

Form 40 -F for the Fiscal Year Ended October 31, 2012

Real estate secured personal lending, page 48

1. We note the tabular disclosure of LTV ratios for your Canadian residential mortgage
portfo lios based on industry house price estimates from Teranet.  Please revise your
disclosure in future filings to clarify the following:

 The extent to which you utilize the house price estimates provided by Teranet, including
whether you utilize such informa tion in your estimate of the allowance for credit losses
within your Canadian residential mortgage portfolio or in your valuation of properties
upon charge -off of the residential mortgage; and

Gerald McCaughey
Canadian Imperial Bank of Commerce
 May 17, 2013
Page 2

  The nature of Teranet, and to the extent that Teranet is an au tomated valuation system,
clarify how you validate the accuracy of house prices provided by this system.

Impact on collateral  if there is a downgrade of CIBC’ s credit rating, page 64

2. Please quantify the amount of collateral you are required to deliver in  case of a
downgrade to your current credit risk rating and include this information in future filings.

Critical accounting policies and estimates, page 69

Allowance for credit losses, page 70

3. We note your disclosure of internal credit ratings for your business and government and
retail portfolios beginning on page 46, and the ratings for the retail portfolios correlate to
a probability of default (PD) range on page 48.  Please tell us and revise your critical
accounting policies disclosure in future fil ings to clarify whether these risk rating systems
are used in your allowance calculation and if so, how you incorporate the ratings and the
PD range into the individual and/or collective allowances.  In this regard, consider
disclosing your loan portfolio by internal risk rating by c arrying value rather than by
exposure at default  (EAD ) to fulfill the disclosure obligat ions of paragraph 36(c) of
IFRS  7.

Asset impairment, page 71

Goodwill, other intangible assets and long -lived assets, page 71

4. We note you r disclosure that a s at April 30, 2012 and August 1, 2012 the estimated
recoverable amounts of CIBC FirstCaribbean exceeded the carrying amounts based on
the most recent  impairment tests which were conducted in the third and fourth  quarters of
2012, respec tively and that r eductions in the estimated recoverable amount of your CIBC
FirstCaribbean CGU could result in a goodwill impairment charges in future periods.
Please revise your disclosure in future filings to state the percentage by which the
recoverabl e amount exceeded the carrying value of the CIBC FirstCaribbean CGU as of
the date of the most recent impairment test.

Fee and commission income, page 101

5. You disclose that you recognize investment management and custodial fees as well as
mutual fund fees on an accrual basis.  Please revise your disclosure in future filings to
clarify your accounting for these fees on an accrual basis.  Specifically, to the extent that
you have concluded the fee revenue within these accounts involves the rendering of
services, disclose the methods you have adopted to determine the stage of completion of
such transactions.  In addition, tell us how such methods reliably measur e the services

Gerald McCaughey
Canadian Imperial Bank of Commerce
 May 17, 2013
Page 3

 performed.  Refer to paragraphs 24 and 35(a) of IAS 18  and paragraph 14(b)(iii) of the
illustrative examples .

Note 2.  Fair Value of Financial Instruments, page 101

Sensitivity of Level 3 financial assets and liabilities, page 108

6. We note your sensitivity disclosure s that an increase or a decrease in the mark -to-market
of certain financial instruments would result in a net gain or a net loss.  It is not clear
from these disclosures which input is either increasing or decreasing the reasonably
possible alternative assumptions in order to result in the net gains  and losses disclosed.
Please revise your disclosure in future filings to more clearly state the input (s) that would
change the  fair value significantly in your sensitivity dis closures .  Refer to paragraph
27B(e) of IFRS 7 .

Note 23.  Contingent liabilities and provision, page 150

7. Please revise your disclosure in future filings to more clearly describe whether all of your
legal proceedings cases are included in your $44 million  ending provision balance on
page 151, or whether certain legal proceedings are only considered contingent liabilities
as of October 31, 2012.  For any legal proceedings considered as part of a class of
contingent liabilities, disclose your estimate of the  financial effect of the contingent
liability, or tell us where you have already disclosed such estimate.   Refer to paragraph
86 of IAS 37.

424 Prospectuses Relating to Registration Statement on Form F -3

8. Please  confirm  that, with respect to your structur ed note offerings,  you will comply with
the comments contained in the following letters in your future prospectus supplements :

 Sample letter sent to financial institutions regarding their structured note offerings
disclosure in their prospectus supplement s and Exchange Act reports, which is available
at: http://www.sec.gov/divisions/corpfin/guidance/structurednote0412.htm

 Letter sent to certain financial institutions by the Office of Capital Markets Trends on
February 21, 2013, which can be located by searching “Office of Capital Markets
Trends” at the following link:
http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securi ties Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they hav e made.

Gerald McCaughey
Canadian Imperial Bank of Commerce
 May 17, 2013
Page 4

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

You may contact Staci Shannon at (202) 551 -3374  or Lindsay McCord  at (202) 551 -3417
if you have questions regarding comments on the financial statements and related matters.
Please contact  Eric Envall at (202) 551 -3234 or Mi chael Seaman at (202) 551 -3366  with any
other questions.

Sincerely,

 /s/ Michael Seaman for

 Suzanne Hayes
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549- 5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 5546         August 24, 2006

Via Facsimile 416 360- 5271 and US Mail

Gerald T. McCaughey
President and CEO
Canadian  Imperial Bank of Commerce
Commerce Court
Toronto, Ontario
Canada, M5L 1A2
 Re: Canadian Imperial Bank of Commerce
  Form 40- F for the Fis cal Year Ended October 31, 2005
Filed December 12, 2005
Response Letter Dated August 14, 2006
   File No. 1- 14678

Dear Mr. McCaughey:

We have reviewed your response dated August 14, 2006 and have the following comment.
Please be as detailed as necessary in your response.  After reviewing this information, we may raise additional comments.

1. Please expand your qualitative materiality analysis to address specifically whether the governments of Cuba and Iran, or entities controlled by those governments, participate directly or indirectly in your trade finance and other transactions with Cuba and Iran.  If these governments or entities controlled by them participate in the transactions, please discuss the nature and extent of their involvement.  Address specifically the possibility that your involvement in transactions that may result in the provision of funds to the governments of countries identified as terrorist -sponsoring states may negatively impact
your reputation and share value.  General
 Please respond to this comment  within 10 business days or tell us when you will provide us
with a response .  Please file your response letter on EDGAR.

Gerald T. McCaughey
Canadian Imperial Bank of Commerce
Page 2

Please contact James Lopez at (202) 551 -3536 if you have any questions about the comment
or our review.  You may also contact me at (202) 551- 3470.
          Sincerely,
           Cecilia D. Blye, Chief
        Office of Global  Security Risk
  cc:  Todd Schiffman
  Assistant Director
  Division of Corporation Finance
    Donald Walker
  Senior Assistant Chief Accountant
  Division of Corporation Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

May 2, 2012
Via E-Mail
Michael G. Capatides  Chief Administrative Offi cer and General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue, 3
rd Floor
New York, New York, 10017

 Re: Canadian Imperial Bank of Commerce
  Form 40-F for the Fiscal Year Ended October 31, 2011   Filed December 2, 2011   File No. 1-14678

Dear Mr. Capatides:
We refer you to our comment letter dated April 5, 2012 regarding business
contacts with Syria, Iran and Cuba.  We have completed our review of this subject matter.
We remind you that our comments or changes to  disclosure in res ponse to our comments
do not foreclose the Commission from taking an y action with respect to the company or
the filing and the company may not assert sta ff comments as a defe nse in any proceeding
initiated by the Commission or any person under the federal securities laws of the United
States.  We urge all persons who are respons ible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Suzanne Hayes   Assistant Director  Division of Cor poration Finance

CORRESP
1
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Correspondence Letter

 Stephen Harvey

Vice-President and

Chief Anti-Money Laundering Officer

 25 King Street West

Commerce Court North

 8th floor

 Toronto, ON M5L 1A2

 Tel:
(416) 980-7261

 Fax: (416) 980-7648

stephen.harvey@cibc.com

 May 1, 2012

 Ms. Cecilia D. Blye

 Chief

 Office of Global Security Risk

 Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549-7010

 Dear
Ms. Blye:

 On behalf of Canadian Imperial Bank of Commerce (“CIBC”), a foreign banking organization and financial holding
company organized in Canada, I am writing to respond to your letter of April 5, 2012 addressed to Michael G. Capatides, Chief Administrative Officer and General Counsel of CIBC (your “Letter”) providing comments on CIBC’s Form
40-F for the fiscal year ended October 31, 2011.

 We appreciate the effort that went into the Staff’s comments. This letter responds
to the Staff’s comments which are reproduced below in italics. CIBC’s response follows the Staff’s comments. [We note that your Letter did not contain a comment numbered 1]

 Staff’s Comments

2.
We note information from company press releases filed under cover of Form 6-K on May 26, 2011 and August 31, 2011, and information in response to comment
15 of the staff’s comment letter dated August 30, 2011, regarding certain financial exposures to Middle Eastern countries including Syria. Syria is identified by the U.S. Department of State as a state sponsor of terrorism and is subject
to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria, whether through affiliates, subsidiaries, or other direct or indirect arrangements. Your response
should describe any services, products or transactions you have provided to or relating to Syria, and any agreements, commercial arrangements, or other contacts you have had with the government of Syria, or entities controlled by the government of
Syria.

3.
 Please discuss the materiality of any contacts with Syria you describe in response to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders. You should address materiality in quantitative terms, including, in addition to the revenue figures in your disclosure, the approximate dollar amounts of any associated assets and liabilities for
the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including

the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or
adopted 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 evidenced by such
actions directed toward companies that have operations associated with Syria.

4.
Please tell us whether your contacts with Iran and Cuba have changed significantly since your letter to us of November 8, 2010.

CIBC’s Response

I. General

 CIBC
complies with applicable U.S. and Canadian laws and regulations regarding the imposition of economic sanctions on particular countries and entities including the Foreign Extraterritorial Measures Act (Canada) (“FEMA”), the Canadian
Anti-Boycott Policy and applicable parts of the regulations promulgated by the U.S. Office of Foreign Assets Control, the U.S. Bureau of Industry and Security and the Department of Foreign Affairs and International Trade—Canada.

CIBC provides services to nearly 11 million personal banking and business clients. CIBC has a robust program of compliance with applicable sanctions
laws and regulations both in the United States and globally. In addition, CIBC maintains an anti-money laundering and terrorist financing compliance program. CIBC monitors patterns of activity in all client accounts and conducts investigations based
on, among other things, alerts received from front-line staff and CIBC’s transactions monitoring system. CIBC’s investigative activities focus on instances of potential money laundering, potential terrorist financing and sanctions-related
matters.

 CIBC’s dealings with the government of Syria, or entities controlled by the government of Syria, and transactions involving
Syria, are de minimis and are in no way material to CIBC’s business, either individually or in the aggregate. CIBC has no physical presence or employees located in Syria. CIBC does not have any branches or other offices, subsidiaries or
affiliates located or organized in Syria, and CIBC does not currently have any plans to establish any such branches, offices, subsidiaries or affiliates. CIBC’s U.S. offices and affiliates do not participate in transactions involving Syrian
entities or persons, nor do any CIBC employees who are U.S. citizens or residents participate in transactions in CIBC’s non-U.S. offices if the transactions involve Syrian entities or persons (with the limited exception of U.S. legal staff who
advise only as to the applicability of U.S. sanction laws).

 As mentioned in CIBC’s November 8, 2010 response letter (the “2010
Response Letter”) to the Securities and Exchange Commission (“SEC” or “Commission”), CIBC’s non-U.S. offices may engage from time to time in de minimis levels of general banking business with respect to
transactions involving Iran and Cuba, and as discussed below, Syria. As discussed in more detail below, CIBC does not believe that its limited contacts with these countries constitute a material risk to its security holders.

 2

 II. Central Bank of Syria

In response to economic sanctions imposed by both the Canadian and U.S. governments, certain correspondent bank accounts maintained by CIBC have been
blocked, and the balances reported to the appropriate Canadian and U.S. authorities in accordance with applicable law.

 The accounts will
remain blocked until release of the proceeds is authorized.

 III. Other Banking Activity

Non-U.S. offices of CIBC may from time to time originate wire transfers on behalf of CIBC clients to beneficiaries in Syria. Such wire transfers are
generally of a personal, as opposed to commercial nature, and are for amounts of Canadian $40,000 or less, as permitted by prevailing Canadian regulations. This activity is immaterial to CIBC.

In addition, to support global trade business, CIBC’s non-U.S. offices infrequently issue letters of credit (“LCs”) where the LC
beneficiary is in Syria. This activity is also immaterial to CIBC. In fact, since 2008 CIBC’s non-U.S. offices have issued only 16 such LCs, 6 LCs in the year 2008/2009 for approximately CDN 2.3 million, 9 LCs in the year 2009/2010 for
approximately CDN 954,000, and 1 LC in the year 2010/2011 for CDN 95,000. No LCs have been issued since November 2011.

 IV.
Contacts with Iran and Cuba

 There has been no material change in CIBC’s contacts with Iran and Cuba since our letter of
November 8, 2010.

 V. Materiality

 The numbers described above, when considered in light of the overall size of CIBC’s business (in fiscal year 2011, CIBC had total revenue of approximately CDN $12.3 billion and total assets of
approximately CDN $353.7 billion), demonstrate that, from a quantitative standpoint, CIBC’s dealings with Syria, Iran and Cuba are not material. In addition, from a qualitative perspective, CIBC does not believe that its contacts with Syria,
Iran and Cuba should raise any concerns to investors in that, as discussed above, CIBC maintains compliance programs to ensure that any such contacts are in full compliance with all applicable laws.

CIBC believes that its investors would generally expect CIBC, as a non-U.S. global financial institution, to do business globally (including small,
incidental amounts of business that may involve countries against whom sanctions are maintained by the U.S.). CIBC further believes that its investors expect it to comply not only with applicable sanctions laws such as the regulations of OFAC and
the BIS to the extent applicable but also Canadian law including FEMA, which governs the application of certain U.S. sanctions laws in Canada.

Although the Commission has noted some negative sentiment on behalf of certain state and municipal governments, universities and investors with respect
to companies doing business in Iran, Cuba and Syria, CIBC believes that its investors do not find CIBC’s dealings with Iran, Cuba and Syria to be of concern for the reasons discussed above.

 3

 In connection with these responses, CIBC acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosure in this filing;

•

 the Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 CIBC may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 We would be pleased to discuss any of our responses with you if it would assist you or your team. Please do
not hesitate to contact the undersigned at (416) 980-7261.

 Very truly yours,

 /s/ Stephen Harvey

 cc: Michael A. Capatides

 4

November 30, 2011
 Via E-mail

Canadian Imperial Bank of Commerce
Kevin Glass Senior Executive Vice President and Chief Financial Officer Commerce Court Toronto, Ontario, Canada M5L 1A2
Re: Canadian Imperial Bank of Commerce
Form 40-F for the Fiscal Year Ended October 31, 2010 Filed December 6, 2010 Forms 6-K  Filed May 26, 2011 and July 29, 2011
  File No. 1-14678

Dear Mr. Glass:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

SEC Correspondence

 September 30, 2011

Suzanne Hayes

 Assistant Director

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, 2010

 Filed December 6, 2010

 Forms 6-K

 Filed May 26, 2011 and July 29, 2011

 File No. 1-14678

 Dear Ms. Hayes:

 Thank you for your letter dated August 30, 2011, addressed to Kevin
Glass of Canadian Imperial Bank of Commerce (“we”, “us”, “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, 2010 filed on December 6, 2010 and Forms 6-K filed on May 26, 2011 and July 29, 2011.

 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.

 1

 Form 40-F filed
December 6, 2010

 Exhibit B.3(b) - Audited annual financial statements for the year ended October 31, 2010

 Note 6 Securitizations and Variable Interest Entities, page 133

1.
 We note here that you securitize insured residential mortgage loans through the creation of MBS under the Canadian Mortgage Bond program.

 The securitization process that we follow for our residential mortgage loans is a two-step
process:

 First, residential mortgage loans that we originate are pooled together based on criteria
laid out by the Canada Mortgage and Housing Corporation (“CMHC”) and then assigned to the CMHC, under a legal process specified within the National Housing Act (“NHA”) Mortgage Backed Securities (“MBS”) Program, in
exchange for a mortgage-backed security.

 In the second step, these mortgage-backed securities may then
be sold to the Canada Housing Trust (“CHT”) which in turn issues a Canada Mortgage Bond (“CMB”) to external investors to fund the purchase of the mortgage-backed securities.

Please address the following:

Ÿ

 For your residential mortgage loans, tell us and revise your future filings to disclose whether you or the borrower is required to obtain mortgage
loan insurance. If the response depends on the terms of the loan then clearly state this and discuss the key terms that drive mortgage insurance like the loan to value ratio.

Specific mortgage insurance requirements are covered under the Bank Act (Canada) (the “Act”) which regulates financial
institutions. Under the Act, we are permitted to originate mortgages meeting specified credit criteria including those with a loan-to-value (“LTV”) ratio of less than 80% at origination, without requiring the mortgagor (or borrower) to
obtain mortgage insurance. Where mortgage loans do not meet these specified credit criteria, the Act requires the mortgagors to obtain individual mortgage insurance. The mortgages which require insurance must be insured either by the CMHC or a
qualifying mortgage insurance company that meets certain requirements laid out by the CMHC. The majority of our mortgages are insured by the CMHC.

As mentioned above, in order to access the NHA MBS Program we need to first pool qualifying mortgages based on
criteria laid out by the CMHC. If we intend to sell the mortgage-backed security to CHT one of those criteria is

 2

insurance. Those mortgages with a LTV ratio of greater than 80% are insured by the borrower who owns the insurance. The borrower can take the insurance to another mortgage provider if they decide
to repay the mortgage provided by CIBC and refinance with another financial institution. Those mortgages with a LTV ratio of less than 80%, and which are part of a mortgage-backed security to be sold to the CHT, are insured under portfolio insurance
purchased by CIBC, mainly from the CMHC. This insurance remains the property of CIBC and can be reallocated to any new qualifying mortgages that may be used to “top-up” the program.

We will revise future filings to provide this information.

Ÿ

 Explain to us the insurance claims process for both your residential mortgage loans held and those securitized under the Canadian Mortgage Bond
program. In addition, tell us and revise to disclose in future filings where applicable if any of the mortgage insurance policies provide less than 100% protection against credit losses.

The insurance claims process is not related to the CMB program in any way. The process is dictated by guidance laid out by the
CMHC and is the same whether the mortgage is part of a mortgage-backed security ultimately sold to the CHT or not.

 The insurance claim for credit losses incurred on mortgage loans requires CIBC to work with the borrower for a certain period of time to assess whether the credit problems can be resolved. Once it is determined
that no resolution can be arrived at with the borrower, the process follows specified legal steps which could ultimately lead to CIBC being given the right to take ownership of the property and the right to sell it. CIBC must make all reasonable
efforts to sell the property for market value. Once the property is sold, CIBC submits an insurance claim to the CMHC or the insurance company for any deficiency. CMHC or the insurance company then pays CIBC in the normal course.

Mortgage insurance covers 100% of incurred losses, including all reasonable legal and other direct costs incurred
to recover the mortgage balance.

 We will revise future filings to provide this information.

Ÿ

 Tell us and revise to disclose in future filings whether, as an issuer and servicer of these loans, you have to cover any shortfall in the amount
collected from the mortgagor, and if so, are these amounts fully reimbursed by the government or government agency that guarantees the securities or the insurer of the mortgage loan.

 3

 Under the NHA MBS
Program, we are required to make timely payment of principal and interest on the mortgage-backed security that we securitize/sell as the issuer and servicer regardless of whether we collect these cash flows from the underlying mortgages. If we do
not receive payment from the underlying mortgages in respect of interest and principal to permit ultimate payment to the mortgage-backed security holder, we submit a claim to the insurer and receive all owed interest and principal not recovered
through the foreclosure and sale process. If there is a delay between receipt of the insurance payment and when the payment is made to the mortgage-backed security holder, CIBC is responsible for ensuring that payment is made to the mortgage-backed
security holder.

 In addition, where we hold third party mortgage-backed securities as an investor, if
the issuer was unable to cover payment to us, the CMHC would be required to make the payment under the terms of the timely payment guarantee provided to the mortgage-backed security investor.

We will revise future filings to provide this information.

Ÿ

 Tell us and disclose in future filings if you have incurred losses on the residential mortgage loans securitized due to legal action on the
default of the mortgage and the amount of losses incurred in year ended October 31, 2010.

We had no losses, net of insurance claims, for the year ended October 31, 2010, on defaulted mortgage loans that we
securitized. The insurance claim can include all reasonable legal costs as well as other direct costs in order to complete the process of foreclosure and sale of the property. Costs that are not considered reasonable may be precluded from any claim
payment made in respect of defaulted mortgage loans, but these have been insignificant.

 If this amount becomes
significant in the future we will disclose it in future filings.

2.
 We note your disclosure on page 133 that you securitize residential mortgage loans and you sell these securities. In addition, we note that you retain
the responsibility for servicing the mortgages and you had a servicing liability of C$126 million at October 31, 2010. In an effort to provide clear and transparent disclosures on your securitization of loans and related servicing rights,
please tell us and consider revising your disclosures in future filings to discuss how you determine the prepayment rate assumption for your valuation of the retained interest

 4

in the securitization structure. Also, for the securitization that had a 15% prepayment rate assumption, please tell us the total amount of loans securitized and the value of the retained
interest and provide a description of the terms of the underlying residential mortgage loans.

U.S. mortgages are typically 30-year open term mortgages, whereas most Canadian mortgages have 5-year terms and amortize to a
balloon principal payment amount that must be refinanced by the mortgager (or borrower) at the end of the term, if not yet paid in full. The vast majority of Canadian fixed-rate mortgages include prepayment penalty provisions when the amount of
prepayment is above a specified threshold. When the threshold is breached the prepayment penalty provisions require penalty payments to be made by the mortgagor to the lender in order to immunize the lender for lost interest and for associated
administration costs. Variable rate mortgages also include a prepayment penalty.

 History has shown,
due to these penalties, that the decision to prepay is largely a non-economic decision made by the mortgagor and is driven more by life events such as death, divorce or re-location. Consequently, the historically observed prepayment rates are quite
stable with some minor variability for seasonality.

 We develop our prepayment rate expectations by
reviewing historical analysis of prepayment rates at the portfolio level for securitized mortgages, stratified by rate type (variable vs. fixed) and origination channel (branch vs. broker). This analysis also takes into account any available and
relevant information at the time, including current and future interest rate movement scenarios and views. The portfolio prepayment rate in our model is a constant parameter that represents the long term average expected prepayment rate, factoring
in seasonality.

 On a quarterly basis, we review the prepayment rate estimates for each of the
portfolios by comparing these estimates to the actual portfolio behavior to assess validity and to ensure the quality of the results. Realized portfolio prepayment rates should be within a 95% confidence band of the seasonally adjusted long-term
prepayment average that is being used to ensure that the prepayment assumption is valid.

 During fiscal
2010, we securitized $2.6 billion of mortgages that had a 15% prepayment rate assumption which generated a retained interest of $94 million. These were largely 5-year term variable rate mortgages.

We will revise future filings to provide this information.

 5

 Note 8 Goodwill, Software and Other
Intangible Assets, page 137

3.
 We note from your goodwill rollforward on page 137 that you have C$43 million of goodwill allocated to the Corporate and Other reporting unit. We note
also your description of the Corporate and Other segment in Note 28. In addition, we note your disclosure on page 90 within MD&A that Wealth Management and FirstCaribbean is a separate reporting unit for goodwill impairment test. Please tell us
and consider revising future filings to present the goodwill rollforward at the same level that the impairment test is performed at, reporting unit, instead of the segment level.

We conduct our goodwill impairment testing as at April 30 each year. As at October 31, 2010, the goodwill roll-forward
by reporting unit was as follows:

 $ millions, for the year ended

October 31, 2010

CIBC
FirstCaribbean

Wealth
management

Capital
markets

Other

 CIBC

Total

 Balance at beginning of year

$
984

$
878

$
            40

$
        95

$
        1,997

 Acquisitions

-

-

-

5

5

 Dispositions

-

-

-

(32
)

(32
)

 Adjustments
(1)

(56
)

-

-

(1
)

(57
)

 Balance at end of year

$
928

$
                878

$
40

$
67

$
1,913

(1)
 Includes foreign currency translation adjustments.

We will revise future filings to provide this information.

 Note 28 Segmented and Geographic Information, page 166

4.
 We note your disclosure beginning here regarding the recent changes in your segment allocations as well as the changes made in the first quarter of
fiscal 2011. For purposes of providing greater transparency for the reader, please revise your future filings to more clearly disclose how both the specific and general allowance for loan losses as well as provision for credit losses are allocated
to the segments.

 We will revise our future filings to include enhanced disclosure on how the
specific and general allowances for loan losses, as well as provision for credit losses, are allocated to the segments. Also beginning fiscal year 2012, when we adopt IFRS, we will disclose how the individually assessed and collectively assessed
allowances are allocated to the segments.

 6

 Note 30 Reconciliation of Canadian and U.S.
Generally Accepted Accounting Principles, page 169

5.
 We also note your disclosure that you believe the outcome of any legal proceedings, individually or in the aggregate, would not have a material adverse
effect on your consolidated financial position, but could be material to your operating results. Please tell us and revise the appropriate section of your future filings to provide the disclosures required by ASC 450. As part of such disclosure,
clearly disclose the range of reasonably possible loss in excess of amounts accrued or confirm in your disclosure that such amounts are not estimable.

We will enhance our disclosure in future filings in substantially the following form:

“In the ordinary course of business, CIBC and its subsidiaries are routinely named as defendants in legal
actions and regulatory matters. Claims for significant monetary damages are often asserted in many of these matters. It is inherently difficult to predict the eventual outcomes of such matters given their complexity and the particular facts and
circumstances. However, on the basis of our current knowledge and understanding, we do not believe that judgments or settlements, if any, arising from these matters (either individually or in the aggregate, after giving effect to applicable reserves
and insurance coverage), will have a material adverse effect on the consolidated financial position or liquidity of CIBC, although they could have a material effect on net income in a given period.

In view of the inherent unpredictability of outcomes in litigation and regulatory matters, particularly where:
(i) the damages sought are substantial or indeterminate; (ii) the proceedings are in the early stages; or (iii) the matters involve novel legal theories or a large number of parties, there is considerable uncertainty concerning
possible eventual loss, if any, associated with each such matter. In accordance with applicable accounting guidance, CIBC establishes reserves for litigation and regulatory matters when those matters proceed to a stage where they present loss
contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. CIBC will continue to monitor such matters for developments that could affect the amount of the
reserve, and will adjust the reserve amount as appropriate. If the loss contingency in question is not both probable and reasonably estimable, CIBC does not establish a reserve and the matter will continue to be monitored for any developments that
would make the loss contingency both probable and reasonably estimable. CIBC believes that its

 7

total accruals for legal proceedings are appropriate and in the aggregate, are not material to the consolidated financial position of CIBC, although future accruals could have a material effect
on net income i

CORRESP
1
filename1.htm

    corresp.htm

[

Michelle Caturay

Vice-President, Corporate Secretary

& Associate General Counsel

Corporate Secretary’s Division

199 Bay Street

Commerce Court West, 44th Floor

Toronto, Ontario

Canada M5L 1A2

September 6, 2011

Tel:  416-980-3045

Fax:  416-980-7012

michelle.caturay@cibc.com

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Dear Ms. Hayes:

Re:

Canadian Imperial Bank of Commerce

Form 40-F for the Fiscal Year Ended October 31, 2010

Filed December 6, 2010

Forms 6-K

Filed May 26, 2011 and July 29, 2011

File No. 1-14678

We received your letter of August 30, 2011 and are pleased to provide the requested response. As we agreed on the phone, in light of the number of comments, our response will be provided by September 30, 2011.

Thank you.

Yours truly,

/s/ Michelle Caturay

August 30, 2011
 Via E-mail

Canadian Imperial Bank of Commerce
Kevin Glass Senior Executive Vice President and Chief Financial Officer Commerce Court Toronto, Ontario, Canada M5L 1A2
Re: Canadian Imperial Bank of Commerce
Form 40-F for the Fiscal Year Ended October 31, 2010 Filed December 6, 2010 Forms 6-K  Filed May 26, 2011 and July 29, 2011
  File No. 1-14678

Dear Mr. Glass:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 2

 Form 40-F filed December 6, 2010

Exhibit B.3(b) - Audited annual financial st atements for the year ended October 31, 2010
Note 6 Securitizations and Variab le Interest Entities, page 133

1. We note here that you securiti ze insured residential mortgage  loans through the creation
of MBS under the Canadian Mortgage B ond program.  Please address the following:

 For your residential mortgage loans, tell us and revise your future filings to disclose
whether you or the borrower is  required to obtain mortgage  loan insurance.  If the
response depends on the terms of the loan th en clearly state this and discuss the key
terms that drive mortgage insuran ce like the loan to value ratio.

 Explain to us the insurance claims proce ss for both your residential mortgage loans
held and those securitized under the Canadi an Mortgage Bond program.  In addition,
tell us and revise to disclose in future f ilings where applicable if  any of the mortgage
insurance policies provide less than 1 00% protection against credit losses.

 Tell us and revise to disclose in future filings whether, as  an issuer and servicer of
these loans, you have to cover any shor tfall in the amount collected from the
mortgagor, and if so, are these amounts fully reimbursed by the government or
government agency that guarantees the securiti es or the insurer of the mortgage loan.

 Tell us and disclose in future filings if  you have incurred losses on the residential
mortgage loans securitized due to legal acti on on the default of the mortgage and the
amount of losses incurred in  year ended October 31, 2010.

2. We note your disclosure on page 133 that you se curitize residential mortgage loans and
you sell these securities.  In addition, we note that you retain the responsibility for
servicing the mortgages and you had a servic ing liability of C$126 million at October 31,
2010.  In an effort to provide clear and tran sparent disclosures on your securitization of
loans and related servicing rights, please tell us and consider revisi ng your disclosures in
future filings to discuss how you determin e the prepayment rate assumption for your
valuation of the retained interest in th e securitization structure.  Also, for the
securitization that had a 15% prepayment rate assumption, please tell us the total amount
of loans securitized and the valu e of the retained interest a nd provide a description of the
terms of the underlying resi dential mortgage loans.

Note 8 Goodwill, Software and Ot her Intangible Assets, page 137

3. We note from your goodwill rollforward on pa ge 137 that you have C$43 million of
goodwill allocated to the Corporate and Othe r reporting unit.  We note also your

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 3

 description of the Corporate and Other segm ent in Note 28.  In addition, we note your
disclosure on page 90 within MD&A that W ealth Management and FirstCaribbean is a
separate reporting unit for goodwill impairment te st.  Please tell us and consider revising
future filings to present th e goodwill rollforward at the same level that the impairment
test is performed at, reporting unit,  instead of the segment level.
 Note 28 Segmented and Geographic Information, page 166

4. We note your disclosure beginning here rega rding the recent change s in your segment
allocations as well as the changes made in the first quarter of fiscal 2011.  For purposes
of providing greater transparency for the read er, please revise your future filings to more
clearly disclose how both the specific and ge neral allowance for loan losses as well as
provision for credit losse s are allocated to the segments.
 Note 30 Reconciliation of Canadian and U.S.  Generally Accepted Accounting Principles,
page 169

5. We also note your disclosure that you belie ve the outcome of any legal proceedings,
individually or in the aggr egate, would not have a material adverse effect on your
consolidated financial positi on, but could be material to your operating results.  Please
tell us and revise the appropria te section of your future filings to provide the disclosures
required by ASC 450.  As part of such disclosure , clearly disclose the range of reasonably
possible loss in excess of amounts accrued or  confirm in your disclosure that such
amounts are not estimable.
 Income Taxes, page 171

6. We note your disclosure on page 159 that if all foreign subsidiaries’ retained earnings
were distributed to the Canadian  parent as dividends that yo u would have a tax payable of
C$231 million.  We note that during the pa st three fiscal years you had capital
repatriation activities.  Also, we note your disclosure in Note  30 that the application of
ASC 740 did not result in an adjustment to your Canadian GAAP financial statements.
Please explain to us how you considered the guidance in ASC 740-30-25-2 related to
undistributed earnings of a subsidiary in your U.S. GAAP reconciliation.

7. We note your disclosure on page 160 that you have recognized an accounting tax benefit
related to the 2005 Enron settlement payments  and related legal expenses.  In addition,
we note that after several attempts to repe al the disallowance of these deductions you
have been unsuccessful and are now proceed ing to litigation.  Please address the
following:

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 4

  Tell us and consider revising your future filings to disclo se the amount of tax benefit
you have recognized to date related to th e Enron settlement payments and legal
expenses for Canadian GAAP purposes.
 We note your disclosure on page 172 that th e application of ASC 740 did not result in
any adjustment to your Canadian GAAP fina ncial statements.  Please tell us how you
considered ASC 740-10-25 and the definition of more-likel y-than-not in your initial
recognition of the tax benefit referred to on page 160 in determining that no
adjustment was warranted.
 Tell us how you considered the guidan ce in ASC 740-10-35 upon receipt of the
replies from the Department of Justice which confirmed Canada Revenue Agency’s
reassessments.
 Accounting for non-controlling interests, page 176

8. We note your disclosure here that the adoption of ASC 810 (SFAS 160) resulted in
C$168 million of non-controlli ng interests being reclassi fied from liabilities to
shareholders’ equity.  In addition, we not e your discussion of the presentation of non-
controlling interests in the st atement of operations, but we were unable to locate this
presentation in the condensed consolidated statement of operations on page 170.  Please
tell us how you complied with the presentation guidance in ASC 810-10-45-16.

Disclosures about post-retirement benefit plan assets, page 177

9. We note your disclosure on page 177 that the ma jority of the post-retirement benefit plan
disclosures required by ASC 715-20 -50 were presented in Note 22.  In addition, we note
the disclosures in Note 22 including the di scussion of the investment policy.  Please
revise future filings either he re or in Note 22 to include the following disclosures required
by ASC 715-20-50-1(d):

 In greater detail discuss how  investment allocation deci sions are made, including the
factors that are per tinent to an understanding of investment policies and strategies;

 The inputs and valuation techniques used to measure the fair value of plan assets; and

 Significant concentrations of risk within pl an assets and a narrative description of
investment policies and stra tegies, including investment  goals, risk management
practices, permitted and prohibited invest ments including the use of derivatives,
diversification, and the relationship between  plan assets and benefit obligations.

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 5

 Exhibit B.3(c) - Management’s discussion and analysis excerpted from  pages 31-103 of CIBC’s
2010 Annual Report
Basel II Capital Accord and recent revisions to regulatory capital requirements, page 59

10. We note your disclosure here that you ar e working on enhancements to your market
Value-at-Risk (VaR) models due to new regulatory requirements.  We note your
disclosure on page 78 that your daily trading losses did not exceed your 99% one-day VaR.  Also, we note in your Report to Share holders filed as exhib its to the Forms 6-K
filed on February 24, 2011 and May 26, 2011 that  your trading losses did not exceed VaR
for both the first and second quarters of 2011.  Please address the following:

 Given that from a statistical standpoint , using a 99% confidence level you would
expect for your trading losses to exceed your VaR one out of every hundred days or
roughly three times per year, tell us why you believe your trading losses have not
exceeded your VaR since November 20, 2008.

 Explain to us and disclose in future fi lings how you determined your VaR model is
still statistically appropriate  in light of the fact that  your trading losses have not
exceeded your VaR since November 20, 2008.

 Address any changes you made to your VaR methodology or assumptions during the
last three years, particularly highlighting any changes made because no trading losses were in excess of your one-day VaR in 2010 and first half of 2011.

 Tell us and disclose a more  detailed discussion of th e enhancements you are making
to your VaR model due to the Ba sel II market risk framework.

Total loans and acceptances, page 75
 11. In future filings please provide an expanded discussion of your lending criteria for each
type of loan.  For example, for each of your loan categories you should disclose loan-to-value requirements, required credit scores, wh ether loans are issued a fixed or variable
rates, and documentation requirements.  If  you issue both primary and second lien loans,
these should be shown separate ly.  If you issue second lien lo ans, we may have additional
comments.
Allowance for credit losses, page 76

 12. We note your disclosure on page 76 that you ha d a refinement in how you calculate your
general allowance.  Please tell us and revise future filings to include a detailed discussion of the specific changes you made to your  loan loss methodology, including how those
changes impacted the timing and amount of your charge-offs and recording of the
provision for credit losses.

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 6

Form 6-K Filed on May 26, 2011

Exhibit 99.1 Report To Shareholde rs for the Second Quarter, 2011
Non-GAAP Measures, page 9

13. We note your disclosure here of “cash net income applicable to common shares” and
“cash basic and diluted earnings per share.”  In  addition, we note from your disclosure on
page 42 of your 2010 Annual Report that you believe these measures permit uniform
measurement, which enable users of your fi nancial information to make comparisons
more readily.  Please tell us and revise your  future filings to include a more detailed
discussion of the reasons why you believe th e disclosure of these measures provides
useful information to investors regarding your liquidity or results of operations.  In your
response, specify whether you use these financial measures as measures of liquidity or of
performance.  Also, revise to identify the va rious inherent limitations  of the usefulness of
these measures and discuss how you consider ed those limitations in your use of the
measures.  Alternatively, confirm you will not use these measures in future filings.
 Structured Credit Run-Off Business & Other Selected Activities, page 15

14. We note your discussion of the structured credit run-off business and other selected
activities like the businesses you exited here a nd that you disclose th e fluctuation of net
income (loss) for the periods presented for these businesses.  In addition, we note from
the disclosure on page 12 that  the structured cred it run-off business is included in your
Wholesale Banking segment and ha s significantly impacted th e results of the reportable
segment.  Please tell us how you considered  the guidance in ASC 280, specifically the
definition of an operating segment, in your d ecision to not present the structured credit
run-off business and other exited businesses as a separate segment at October 31, 2010
and April 30, 2011 under U.S. GAAP.  In an e ffort to provide clear disclosure on the
impact that the structured credit run-off bus iness has on your results of operations and the
performance of this business year over year, please consider revisi ng future filings to
disclose here the revenue, provision for cred it losses, non-interest expense, income tax
expense, net income, and total assets for the structured credit  run-off business.

Exposure to certain countr ies and regions, page 22

15. Refer to your disclosure here that you ha ve no direct sovereign exposure to Greece,
Ireland, Italy, Portugal, and Spain, but that you do have direct non-sovereign exposure to
borrowers within the above countries ex cept Greece and Portugal.  In addition, you
disclose you have indirect exposure through CL O securities to these European countries.
Please tell us and revise your future filings to disclose the quantitative exposure (both
direct and indirect) by country to financial institutions and corpor ations domiciled in

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 7

 those five countries.  As such, please address the following:

 Present the gross exposure you have to each of these countries se parately broken out
between sovereign, corporat e institutions, financial institutions, retail, small
businesses, etc.;
 Discuss any hedges and collateral maintained  to arrive at your net exposure at the
balance sheet date;

 Separately discuss, by country, and on a gr oss basis, the unfunded exposure to these
countries along with any hedging instruments you may be using to help mitigate your exposure; and
 Please clarify if you have any credit derivatives purchased or sold related to these
countries, and if so, how they are included in your gross and net amounts of exposure.
 Form 6-K filed on July 29, 2011

Exhibit 99.1 Item 5 of Form F-3 Filed with the Securities and Exchange Commission Pursuant to
the Securities Exchange Act of 1934
Additional Notes to the Interim Consolidated  Financial Statements (Unaudited), page 4
Accounting for transfers of financial assets and repurchase financing transactions, page 6

16. We note your disclosures beginning on page seven that discuss the various VIEs you
assessed for consolidation under ASC 810 (SFAS 167) during the period.  In addition, we
note your discl

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 5546         June 30, 2006

Via Facsimile 416 360-5271 and US Mail
 Gerald T. McCaughey President and CEO 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, 2005
Filed December 12, 2005
   File No. 1-14678

Dear Mr. McCaughey:
We have limited our review of the above filing to disclosures relating to your contacts with
countries that have been identified as state sponsors of terrorism, and we will make no further review of the filing.  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, unless otherwise directed,
we are asking you to provide us with supplemental information so that we may better understand your disclosure.  Please be as detailed as necessary in your response.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review 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 comments 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 from public media sources and third-party websites that you may have operations
in, or accounts associated with, Cuba and Iran, countries identified as state sponsors of terrorism by the U.S. State Department and subject to sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Commerce

Gerald T. McCaughey
Canadian Imperial Bank of Commerce
June 30, 2006 Page 2

Department’s Bureau of Industry and Security.  We note that the Form 40-F does not contain any information relating to operations i n, or ties to, Cuba or Iran.  Please describe
your operations in, and ties to, these countries, if any, and discuss their materiality to you in light of their status as state sponsors of terrorism.  Please also discuss whether the operations, either individually or in the aggregate, constitute a material investment risk to your security holders.  Your response should describe your current, past and anticipated operations in, and contacts with, Cuba and Iran, including through subsidiaries, affiliates and other direct and indirect arrangements.
2. Your materiality analysis should address materiality in quantitative terms, including the approximate dollar amount of revenues, assets and liabilities associated with Cuba and Iran.  Please also address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon your reputation and share value.

We note, for example, that Arizona and Loui siana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divestment of state pension fund assets from, companies that do business
with countries identified as state sponsors of terrorism.  The Pennsylvania legislature has adopted a resolution directing its Legislative Budget and Finance Committee to report annually to the General Assembly regarding state funds invested in companies that have ties to terrorist-sponsoring countries.   The Missouri Investment Trust has established an equity fund for the investment of certain state-held monies that screens out stocks of companies that do business with U.S.-designated state sponsors of terrorism.  Florida requires issuers to disclose in their prospectuses any business contacts with Cuba or persons located in Cuba.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies operating in Cuba and Iran.
Please also address the impact of your regulatory compliance programs, such as programs
designed to prevent terrorism funding, which cover operations and contacts associated with Cuba and Iran, and any internal risk assessment undertaken in connection with business in those countries.  Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your responses to our comments.  Please file 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 the filing includes all information 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.

Gerald T. McCaughey
Canadian Imperial Bank of Commerce June 30, 2006 Page 3

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 filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
  Please contact James Lopez at (202) 551-3536 if you have any questions about the
comments or our review.  You may also contact me at (202) 551-3470.             S i n c e r e l y ,             Cecilia D. Blye, Chief         Office of Global Security Risk    cc:  Todd Schiffman   Assistant Director   Division of Corporation Finance     Donald Walker   Senior Assistant Chief Accountant   Division of Corporation Finance

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

       DIVISION OF
CORPORATION FINANCE

November 23, 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   Response Letter Filed November 8, 2010
Dear Mr. McCaughey:

We refer you to our comment letter dated September 30, 2010 regarding business
contacts with Iran and Cuba.  We have comp leted our review of this subject matter and
have no further comments at this time.            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

CORRESP
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    coverpage.htm

Stephen Harvey

Vice-President and

Chief Anti-Money Laundering Officer

25 King Street West

Commerce Court North

8th floor

Toronto, ON M5L 1A2

Tel: (416) 980-7261

Fax: (416) 980-7648

stephen.harvey@cibc.com

November 8, 2010

Cecelia D. Blye

Chief

Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549-7010

Dear Ms. Blye:

On behalf of Canadian Imperial Bank of Commerce (“CIBC”), a foreign banking organization and financial holding company organized in Canada, I am writing to respond to your letter of September 30, 2010 addressed to Gerald T. McCaughey, President and CEO of CIBC (your “Letter”). In your Letter, you requested the information which is copied in italics directly below.

1.

We note that according to some travel sites, CIBC handles wire transfers to Cuba and that the CIBC Visa can be used in Cuba. We also note the Exhibit 99.1 to the Form 6-K you filed on December 8, 2008 lists the Canadian Iranian Foundation under examples of organizations you support in British Columbia. Finally, we note that your Form 40-F does not provide disclosure relating to contacts with Iran or Cuba. Please update us on your direct or indirect contacts with these countries, which are identified by the U.S. State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls, since your letter to us dated August 14, 2006. In addition, please describe to us any agreements, commercial arrangements, or other contacts 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 contacts 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, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor 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 Department 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 adopted 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 evidenced by such actions directed toward companies that have operations associated with Iran and Cuba.

I.    General

CIBC complies with applicable U.S. and Canadian laws and regulations regarding the imposition of economic sanctions on particular countries and entities including the Foreign Extraterritorial Measures Act (Canada) (“FEMA”), the Canadian Anti-Boycott Policy and applicable parts of the regulations promulgated by the U.S. Office of Foreign Assets Control, the U.S. Bureau of Industry and Security and Foreign Affairs and International Trade Canada.

As you know, the Canadian Anti-Boycott Policy permits the Canadian government to take action against a Canadian firm that agrees to comply with international boycotts or sanctions imposed by other countries that are not consistent with Canadian boycotts or sanctions where they may affect business or trade by Canadian firms or individuals. Moreover, FEMA permits the Attorney General of Canada to limit a Canadian corporation’s compliance with U.S. sanctions against Cuba and to penalize a Canadian corporation for such compliance. FEMA requires that CIBC, as a Canadian corporation, decline to comply with, and report to the Attorney General, “any directive, instruction, intimation of policy or other communication relating to [an extraterritorial U.S.] measure that the Canadian corporation ... has received from a person who is in a position to direct or influence the policies of the Canadian corporation in Canada.” CIBC does not construe the Letter as such a communication, as the Letter seeks information as a disclosure matter and does not seek to direct or influence CIBC’s policies.

CIBC provides services to nearly 11 million personal banking and business clients. CIBC has a robust program of compliance with applicable sanctions laws and regulations both in the United States and globally. In addition CIBC maintains an anti-money laundering and terrorist financing compliance program. CIBC monitors patterns of activity in all client accounts and conducts investigations based on, among other things, alerts received from front-line staff and CIBC’s transactions monitoring system. Our investigative activities focus on instances of potential money laundering, potential terrorist financing and sanctions-related matters.

CIBC’s dealings with Cuban and Iranian entities, and transactions involving these countries, are de minimis and in no way material to CIBC’s business, either individually or in the aggregate. CIBC has no physical presence or employees located in Cuba or Iran. CIBC does not have any branches or other offices, subsidiaries or affiliates located or organized in either Cuba or Iran, and CIBC does not currently have any plans to establish any such branches, offices, subsidiaries or affiliates. CIBC’s U.S. offices and affiliates do not participate in transactions involving Iranian or Cuban entities or persons, nor do any CIBC employees who are U.S. citizens or residents participate in transactions in CIBC’s non-U.S. offices if the transactions involve Iranian or Cuban entities or persons (with the limited exception of U.S. legal staff who advise only as to the applicability of U.S. sanction laws).

As mentioned in CIBC’s August 14, 2006 response letter (the “2006 Response Letter”) to the Securities and Exchange Commission (“SEC” or “Commission”), we note that CIBC’s non-U.S. offices may engage from time to time in de minimis levels of general banking business with respect to transactions involving Iran or Cuba. As discussed in more detail below, CIBC does not believe to the best of its knowledge that its limited contacts with these countries constitute a material risk to its security holders.

II.          CIBC Visa

You noted in your Letter that certain travel web sites have reported that CIBC Visa can be used in Cuba. CIBC issues Visa cards only to residents of Canada. When those residents travel outside of Canada to countries such as Cuba, they may use their cards in such jurisdictions. We believe, however, that our activities, which are limited to settling with Visa many thousands of global transactions undertaken by CIBC Visa cardholders, should be immaterial to investors in CIBC. Since 2007, the average annual purchase volume attributable to use of CIBC Visa cards in Cuba represents under four one-hundredths of one percent (<0.04%) of CIBC’s total average annual global VISA purchase volume. Moreover, CIBC’s role with respect to the use of its cards outside of Canada is very limited. CIBC does not interact in any way with the merchants in Cuba that accept Visa credit cards. CIBC does not act as an “acquirer” (i.e., a person who deals with local merchants to enable them to accept Visa credit cards) in any jurisdiction. Further, to the extent that acquirers may have contacts with local merchants in Cuba, we note that such acquirers are unaffiliated with CIBC.

III.      Canadian Iranian Foundation

You noted in your Letter that CIBC’s Form 6-K, filed on December 8, 2008, lists the Canadian Iranian Foundation (the “Foundation”) as an example of an organization that CIBC supported in British Columbia. The Foundation, a community organization, is a registered charity with the Canada Revenue Agency. CIBC’s support was in compliance with applicable law and we believe should be immaterial to our investors. CIBC provided sponsorship of CDN $1,000 in 2008 and CDN $1,500 in 2009 (we did not sponsor the Foundation in 2010). We note that these sponsorship payments represent less than one one-hundredth of one percent (<0.01%) of CIBC’s total annual charitable contributions and community sponsorships in 2008 and 2009.

IV.      Agreements with the Governments of Iran and Cuba

Your Letter asks about any agreements, commercial arrangements or other contacts that CIBC has with the governments of Iran and Cuba. To the best of our knowledge, CIBC has no such contracts or arrangements.

V.     Other Banking Activity

In the 2006 Response Letter, we stated that non-U.S. offices of CIBC held certain amounts in correspondent bank accounts relating to Cuban and Iranian banks. CIBC no longer has any such correspondent bank account relationships.

You noted in your Letter that CIBC handles wire transfers to Cuba. The number of wire transfers to and from Cuba is immaterial to CIBC, constituting less than three one-hundredths of one percent (<0.03%) of CIBC’s total wire transfers during the relevant period. No CIBC wire transfers to Cuba originated from the United States and no CIBC wire transfers from Cuba were received by CIBC accounts in the United States.

Other banking activities are also immaterial. Non-U.S. offices of CIBC may from time to time maintain a small number of bank accounts with ties to Cuba. In addition, to support global trade business, CIBC’s non-U.S. offices infrequently issue letters of credit (“LCs”) where the LC beneficiary is in Cuba or Iran. This activity is immaterial to CIBC. In fact, since 2007, CIBC’s non-U.S. offices have issued only two such LCs.

VI.     Materiality

The numbers described above, when considered in light of the overall size of CIBC’s business (in fiscal year 2009, CIBC had total revenue of approximately CDN $9.9 billion and total assets of approximately CDN $335.9 billion), demonstrate that, from a quantitative standpoint, CIBC’s dealings with Iran and Cuba are not material. In addition, from a qualitative perspective, CIBC does not believe that its contacts with Iran and Cuba should raise any concerns to investors in that, as discussed above, CIBC maintains compliance programs to ensure that any such contacts are in full compliance with all applicable laws.

CIBC believes that its investors would generally expect CIBC, as a non-U.S. global financial institution, to do business globally (including small amounts of business that may involve countries against whom sanctions are maintained by the U.S.). CIBC further believes that its investors, who are primarily Canadian, expect it to comply not only with applicable sanctions laws such as the regulations of OFAC and the BIS to the extent applicable but also Canadian law including FEMA, which governs the application of certain U.S. sanctions laws in Canada.

Although the Commission has noted some negative sentiment on behalf of certain state and municipal governments, universities and investors with respect to companies doing business in Cuba and Iran, CIBC believes that its investors would not find CIBC’s dealings with Cuba and Iran to be of concern for the reasons discussed above.

CIBC acknowledges that it is responsible for the adequacy and accuracy of the disclosure in this filing; that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and that CIBC may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

             Very truly yours,

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

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

DIVISION OF
  CORPORATION FINANCE

May 11, 2010

By U.S. Mail and facsimile: (212) 667-8366

Mr. Michael G. Capatides Chief Administrative Offi cer and General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue-3rd Floor New York, New York 10017
 Re: Canadian Imperial Bank of Commerce
Form 40-F for the fiscal year ended October 31, 2009
File Number 001-14678
 Dear Mr. Capatides:

We have completed our review of your Form 40-F and have no further comments
at this time.
Sincerely,

Amit Pande Accounting Branch Chief

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March 26, 2010

VIA EDGAR

Amit Pande

Accounting Branch Chief

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, 2009

File Number 001-14678

Dear Mr. Pande:

Thank you for your letter dated February 25, 2010, 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, 2009.

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, filed December 7, 2009

General

    1.

    Please revise your future filings to include page numbers in your Form 40-F filed in EDGAR.

    Further to our discussions with Mr. John A. Spitz of the U.S. Securities and Exchange
Commission (SEC), in future filings, we will include page numbers on our consolidated financial
statements and management’s discussion and analysis (MD&A) filed as part of our Form 40-F that
match the equivalent page numbers in our Annual Accountability Report (AAR).

Exhibit B.3(B)
– Consolidated Financial Statements

Note 4 Securities

    2.

    We note that you recorded an impairment write-down of $100 million on securities
reclassified. Please tell us and revise your future filings to clearly disclose the specific
securities for which you recorded this impairment write-down and how you determined the amount
to record. Additionally, please tell us what transpired from July 2009, the date of adoption
of CICA handbook section 3855 for which you disclose that none of the securities reclassified
were impaired at the time of the transfer, to October 31, 2009 that led to recording this
impairment write-down.

    The specific securities for which we recorded the
$100 million impairment write-down were the
11.5% senior notes due November 15, 2015 of Barzel Industries, Inc. (Notes) (formerly known as
Novamerican Steel, Inc.). In future Form 40-F filings, we will disclose the types of securities
to which we apply significant other-than-temporary-impairment charges. Our disclosure will be
consistent with industry practice. To preserve the confidentiality of competitive information,
we would not disclose the name of the specific entity.

    As requested, we explain what transpired regarding the Notes below:

    (a)

    The impairment write-down of $100 million on securities reclassified was in
respect of (i) securities reclassified on August 1, 2008 pursuant to a first set of
amendments made to CICA handbook section 3855, effective that day permitting certain
trading financial assets to be reclassified to held-to-maturity (HTM) or
available-for-sale (AFS) in rare circumstances, rather than (ii) a second set of
amendments made to CICA handbook section 3855 in July 2009 that required securities with
fixed or determinable payments that were not quoted in an active market at November 1,
2008 to be reclassified to the loans and receivables category. Pursuant to the August
2008 amendments, we reclassified our investment with an initial carrying value of US$102
million in the Notes on August 1, 2008 (the first day in our Q4 2008 period) from
Trading to AFS at its fair value as at that date. As a result, no income or loss
resulted from the transfer and there were no unrealized losses that had to be assessed
for other-than-temporary impairment.

    (b)

    We subsequently conducted an other-than-temporary impairment analysis on the
Notes at the end of Q4 2008 and Q1 2009 and determined that the unrealized losses of
$12 million and $24 million, respectively, resulting from the changes in fair value
from August 1, 2008 did not represent an impairment. Our determination was based on our
assessment that Barzel’s liquidity profile and enterprise value was sufficient to allow
it to continue to service its debt obligations and continue to make its future principal and interest payments to us as required under
the terms of the Notes.

2

    (c)

    During Q2 2009, Barzel released poor financial results. Based on those results
and the global recession we determined that our investment was other-than-temporarily
impaired. As a result, we recognized a $55 million impairment charge in Q2 2009 based on
the difference between the estimated April 30, 2009 fair value of the securities and the
cost basis established by the August 1, 2008 transfer.

    (d)

    During Q3 2009, we recorded an additional impairment charge of $23 million based
on the continued reduction in the estimated fair value of the Notes. We assessed this
reduction to be other-than-temporary because we believed Barzel’s financial position was
worsening.

    (e)

    During Q4 2009, we recorded an additional loss of $22 million based on a final
expected payout of 12 cents on the dollar (US$14 million) on the Notes from Barzel’s
bankruptcy proceedings. As a result, the total impairment write-down for fiscal 2009
was $100 million.

    3.

    We note that you have corporate public equity securities in an unrealized loss position for
greater than 12 months as of October 31, 2009 and 2008. We also note your Critical Accounting
Policies and Estimates within your Management’s Discussion and Analysis which states that for
equity securities the significance of the unrealized loss or the length of time the
unrealized loss has persisted is considered. Please tell us and revise your future filings to
specifically elaborate on your accounting policies in this regard in light of the apparent
duration and unrealized loss position of these securities as of October 31, 2009.

    Of the gross unrealized losses of $40 million as at October 31, 2009 and $18 million as at
October 31, 2008 for public equity securities that have been in an unrealized loss position for
more than 12 months (as disclosed in Note 4 to our consolidated financial statements), $36
million and $16 million, respectively, relate to investment grade perpetual preferred shares
that we assess for impairment using a debt model rather than an equity model.

    We believe the application of a debt model is supported by the SEC’s October 14, 2008 letter to
the FASB in which SEC staff concluded it would not object to an issuer treating a perpetual
preferred share similar to a debt security in an other-than-temporary-impairment evaluation
provided there has been no evidence of deterioration in credit of the issuer. The perpetual
preferred shares in question were issued by BCE Inc., a large Canadian telecommunications
company.

3

    We assessed BCE Inc. to be investment grade quality and have no current plans to dispose of the
investment. We will revise the Critical Accounting Policies and
Estimates section of our MD&A and the Significant Accounting Policies note of our year-end
consolidated financial statements in future Form 40-F filings to indicate that we follow a debt
model for the purposes of assessing other-than-temporary-impairment of investment grade
perpetual preferred shares classified as AFS.

Note 5 Loans

    4.

    We note disclosures of your loan portfolio throughout your filing detailed by categories of
residential mortgages, personal, credit card, and business and government loans. For purposes
of greater transparency and understanding of your loan portfolio and the related movements in
your asset quality, please revise your future filings to provide further disaggregated
information about the loans included in these categories. We note, for instance, that in
discussion of the Risk Rating Method for your Business and Government portfolio you state
that the portfolio comprises exposures to corporate, sovereign, and bank obligor
sub-categories, but it is not clear what the level of exposure is. Also, we also note similar
discussion in your Risk Rating Method for your Retail portfolio, which is comprised of real
estate secured personal lending, qualifying revolving retail, and other retail categories.
For these and all of your other loan categories mentioned above, please consider making these
disclosure enhancements throughout your filing, including financial statement footnotes and
Management’s Discussion and Analysis.

    As noted in your letter, disclosure of our loan portfolio is detailed by categories of
residential mortgages, personal, credit card, and business and government loans. Further
disaggregated information about the loans included in these categories was provided in tables
under the heading “Supplementary annual financial information” included on pages 171 to 174 of
our 2009 AAR. These pages were not part of our Form 40-F filing. The tables relating to
“Analysis of Net Loans and Acceptances” and “Impaired Loans before General Allowances” will be
moved to our MD&A and, therefore, form part of our future Form 40-F filings.

    The discussion of our Risk Rating Method is based on our exposure categorization under Basel II
guidelines while the classification of loans in Note 5 to the financial statements is based on
accounting categories. In Note 29 — Financial Instruments —
Disclosures on page 158 of our 2009
AAR, we provide Basel II drawn credit exposure broken down by accounting categories. In
addition, on page 79 of our 2009 AAR, we provide industry group breakdown of our business and
government exposures under the Risk Rating Method.

4

Exhibit B.3(C)
– Management’s Discussion and Analysis

Provision for Credit Losses

    5.

    We note your disclosures relating to the reasons for the increases in your provision for
loan losses during the current year. For the purpose of greater transparency, please tell us
and revise your future filings to comprehensively bridge the gap between the increases in
your impaired loans and the resulting increases to your provision for credit losses and
allowance for loan losses. In your disclosure, please provide an expanded analysis of the
specific and general components of your allowance for loan losses detailing how you
determined that changes in each component were directionally consistent with changes in the
underlying credit quality of the applicable loan portfolio. Please be as specific and
detailed as needed to provide an investor with a clear understanding of the changes in credit
quality in each applicable loan portfolio and its effect on each component of the allowance
for loan loss. Please also provide us with your proposed disclosures using your financial
information as of October 31, 2009.

    In future Form 40-F filings we will:

    (a)

    update our discussion on impaired loans in the MD&A (page 80 of the 2009 AAR)
to explain the relationship between changes in impaired loans and the resulting change
in provision for credit losses and allowance for loan losses. Please see our enhanced
discussion under “Impaired Loans” on page 8 of the updated MD&A attached to this
letter as Appendix 1;

    (b)

    enhance our analysis of the specific and general allowance for credit losses
in our MD&A (page 80 of the 2009 AAR) by detailing how we determined that changes in
each component were directionally consistent with changes in the underlying credit
quality of the applicable loan portfolio. Please see our enhanced discussion under
“Allowance for credit losses” on pages 8 and 9 of the updated MD&A attached to this
letter as Appendix 1;

    (c)

    include the “Impaired Loans before General
Allowances” table from the “Supplementary Annual Financial Information” section in our
MD&A as noted in our response to question 4 above; and

    (d)

    include two new tables for “Specific Allowances for Credit Losses as a
Percentage of Gross Impaired Loans” and “General Allowance as a Percentage of Total
Net Loans” which will break down this information by major loan categories and by
domestic versus foreign impairments. Please see the tables on page 10 of the updated
MD&A attached to this letter as Appendix 1.

5

    6.

    As a related matter, we note references to “Supplementary annual financial information” for
geographic distribution disclosures related to your impaired loans and allowance for credit
losses. We were able to obtain this information in your Annual Accountability Report 2009
located on your website, but not within your filed Form 40-F. Since you have considerable
operations outside of Canada, please expand on your asset quality disclosures in future filings
to include the “Supplementary annual financial information” in your Management’s Discussion and
Analysis. Please also provide an enhanced qualitative discussion explaining the information
provided and reasons for the periodic changes to these disclosures as you deem appropriate for
a reader’s understanding. Please provide us with your proposed disclosures using your financial
information as of October 31, 2009.

    In future Form 40-F filings we will:

    (a)

    include the following tables presently disclosed in the “Supplementary
Annual Financial Information” section on pages 171 to 174 of the
2009 AAR:

    •

    Analysis of Net Loans and Acceptances

    •

    Summary of Allowance for Credit Losses

    •

    Net Loans and Acceptances by Geographic Location

    •

    Impaired Loans before General Allowances; and

    (b)

    include enhanced qualitative discussion
regarding our asset quality and two new tables for “Specific
Allowances for Credit Losses as a Percentage of Gross Impaired
Loans” and “General Allowance as a Percentage of Total Net
Loans” as noted in our response to question 5 above.
Please see our enhanced discussion under “Allowance for credit
losses” on pages 8 and 9 of the updated MD&A attached to this letter
as Appendix 1.

*    *    *    *    *

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;

6

    •

    the Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert the Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

We would
be pleased to discuss any of our responses with you if it would
assist you or your team. Please do
not hesitate to contact the undersigned at (416) 956-3364 or Shuaib Shariff, our Chief Accountant,
at (416) 980-5465.

Very truly yours,

David Williamson

Senior Executive Vice President and Chief Financial Officer

    cc:

    John Spitz,

U.S. Securities and Exchange Commission

Michael G. Capatides,

Chief Administrative Officer and General Counsel, CIBC

Edward S. Best,
Mayer Brown LLP

Robert Swegle,
Colleen Berry-Hiller,

Ernst & Young LLP

    Encl:

    Appendix 1

7

Appendix 1

Impaired
loans and allowance and provision for credit losses

    Business

    Business

    and

    and

    government

    Consumer

    2009

    government

    Consumer

    2008

    $ millions, as at or for the year ended October 31

    loans

    loans

    Total

    loans

    loans

    Total

    Gross impaired loans

    Balance at beginning of year

    $
    399

    $
    584

    $
    983

    $
    370

    $
    493

    $
    863

    New additions

    1,142

    1,646

    2,788

    297

    1,041

    1,338

    Returned to performing status, repaid or sold

    (201
    )

    (436
    )

    (637
    )

    (120
    )

    (248
    )

    (368
    )

    Gross impaired loans prior to write-offs

    1,340

    1,794

    3,134

    547

    1,286

    1,833

    Write-offs

    (156
    )

    (1,067
    )

    (1,223
    )

    (148
    )

    (702
    )

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

DIVISION OF
  CORPORATION FINANCE

Mail Stop 4720
                                  February 25, 2010
By U.S. Mail and facsimile: (212) 667-8366

Mr. Michael G. Capatides Chief Administrative Officer and General Counsel Canadian Imperial Bank of Commerce 425 Lexington Avenue-3rd Floor New York, New York 10017
 Re: Canadian Imperial Bank of Commerce
Form 40-F for the fiscal year ended October 31, 2009
File Number 001-14678

Dear Mr. Capatides:

We have reviewed the above referenced filing and have the following comments.
Where indicated, we think your documents should be revised.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In other comments, where indicated, we think you should revise your document in response to these comments in future filings.  In your response, please indicate your intent to include the requested revision in future filings and provi de a draft of your proposed disclosure.  In
some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may have additional comments.              The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 40-F, filed December 7, 2009

General
1. Please revise your future filings to include page numbers in your Form 40-F filed in
EDGAR.

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce
February 25, 2010 Page 2  Exhibit-B.3(B)

 Consolidated Financial Statements

 Note 4 Securities

 2. We note that you recorded an impairment write-down of $100 million on securities reclassified.  Please tell us and revise your future filings to clearly disclose the specific securities for which you recorded this impairment write-down and how you determined the amount to record.  Additionally, please tell us what transpired from July 2009, the date of adoption of CICA handbook section 3855 for which you disclose that none of the securities reclassified were impaired at the time of the transfer, to October 31, 2009 that led to recording this impairment write-down.

3. We note that you have corporate public equity securities in an unrealized loss
position for greater than 12 months as of October 31, 2009 and 2008. We also note your Critical Accounting Policies and Estimates within your Management’s Discussion and Analysis which states that for equity securities the significance of the unrealized loss or the length of time the unrealized loss has persisted is considered. Please tell us and revise your future filings to specifically elaborate on your accounting policies in this regard in light of the apparent duration and unrealized loss position of these securities as of October 31, 2009.
  Note 5 Loans

 4. We note disclosures of your loan portfolio throughout your filing detailed by categories of residential mortgages, personal, credit card, and business and government loans. For purposes of greater transparency and understanding of your loan portfolio and the related movements in your asset quality, please revise your future filings to provide further disaggregated information about the loans included in these categories. We note, for instance, that in discussion of the Risk Rating Method for your Business and Government portfolio you state that the portfolio comprises exposures to corporate, sovereign, and bank obligor sub-categories but it is not clear
what the level of exposure is. Also, we also note similar discussion in your Risk Rating Method for your Retail portfolio, which is comprised of real estate secured personal lending, qualifying revolving retail, and other retail categories. For these and all of your other loan categories mentioned above, please consider making these disclosure enhancements throughout your filing, including financial statement footnotes and Management’s Discussion and Analysis.

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce
February 25, 2010 Page 3  Exhibit-B.3(C)

 Management’s Discussion and Analysis

 Provision for Credit Losses

 5. We note your disclosures relating to the reasons for the increases in your provision for loan losses during the current year.  For the purpose of greater transparency, please tell us and revise your future filings to comprehensively bridge the gap between the increases in your impaired loans and the resulting increases to your provision for credit losses and allowance for loan losses.  In your disclosure, please provide an expanded analysis of the specific and general components of your allowance for loan losses detailing how you determined that changes in each component were directionally consistent with changes in the underlying credit quality of the applicable loan portfolio.  Please be as specific and detailed as needed to provide an investor with a clear understanding of the changes in credit quality in each applicable loan portfolio and its effect on each component of the allowance for loan loss.  Please also provide us with your proposed disclosures using your financial information as of October 31, 2009.

6. As a related matter, we note references to “Supplementary annual financial
information” for geographic distribution disclosures related to your impaired loans and allowance for credit losses. We were able to obtain this information in your Annual Accountability Report 2009 located on your website, but not within your filed Form 40-F.  Since you have considerable operations outside of Canada, please expand on your asset quality disclosures in future filings to include the “Supplementary annual financial information” in your Management’s Discussion and Analysis. Please also provide an enhanced qualitative discussion explaining the information provided and reasons for the periodic changes to these disclosures as you deem appropriate for a reader’s understanding. Please provide us with your proposed disclosures using your financial information as of October 31, 2009.

********
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities 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 a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce February 25, 2010 Page 4   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 filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact John Spitz, Staff Account ant, at (202) 551-3484, or me at (202)
551-3423, if you have questions regarding these comments.
Sincerely,

Amit Pande Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

			March 19, 2008

Mail-Stop 4561

Mr. Michael G. Capatides
Senior Executive Vice- President
and General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue-3rd Floor
New York, New York 10017

Re:	Canadian Imperial Bank of Commerce
	Form 40-F (y/e October 31, 2007)
	Filed December 10, 2007
	File No. 001-14678

Dear Mr. Capatides:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

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

Form 40-F
Exhibit B.3(c), Management`s Discussion and Analysis
U.S. Subprime Residential Mortgage Market, page 40

1. In the disclosure of  your exposure to the U.S. subprime
residential mortgage market through derivative contracts hedged
with
investment-grade counterparties, we note that as of October 31,
2007,
35% of the notional amount of derivatives was with an "A" rated
U.S.
financial guarantor. This counterparty was subsequently confirmed
to
be ACA Financial Guaranty Corp. in your Form 6-K filed December
19,
2007, in which you disclosed that there was a reasonably high
probability of incurring a large charge following ACA`s credit
rating
being downgraded from "A" to "CCC" by Standard & Poors. You
further
stated that the mark of the hedge protection from ACA was $1.71
billion as of October 31, 2007, and $2.0 billion as of November
30,
2007.
We note that in your Form 6-K filed January 15, 2008, you
confirmed
that you had recorded a $2 billion fair value adjustment to the
counterparty credit protection receivable from ACA as a result of
the
credit downgrade.  Taking into account your discussion of risk
measurement processes and risk rating methodologies presented on
page
63, please tell us how you considered ACA Capital Holdings, Inc.`s
press release dated November 9, 2007, which discloses Standard &
Poor`s decision to place them on CreditWatch with negative
implications, in assigning an internal risk rating to the ACA
exposure and determining that a fair value adjustment was not
required as of October 31, 2007.

Liquidity Facilities to ABCP Conduits, page 40

2. We note that during the second half of 2007 you purchased $3.1
billion asset-backed commercial paper issued by your sponsored
conduits as a result of liquidity tightening that had affected the
asset-backed securities market.  We also note disclosures in your
Critical Accounting Policies and Estimates section on page 76
relating to consolidation of variable interest entities (VIEs) to
which you provide liquidity facilities, and note that as of
October
31, 2007, you had not consolidated any of these entities. Please
provide us with a comprehensive analysis clearly stating the
authoritative guidance you relied upon to support your
determination
that you were not the primary beneficiary and therefore not the
consolidator of the sponsored conduits to which you provided
liquidity facilities.

3. Given that you have identified consolidation and variable
interest
entities as a critical accounting policy, please consider
discussing
in your future filings:

* The scenarios where you would have to consolidate any of these
entities for which you provide liquidity facilities, and your
expectation of the likelihood of such consolidation; and
* The frequency of which you reconsider, and the typical triggers
which require you to reconsider, whether you are the primary
beneficiary and therefore would be required to consolidate these
entities.

Visa Gain, Page 40

4. We note your disclosure that you recognized a $456 million gain
with respect to the worldwide restructuring of Visa based on the
fair
value of shares of Visa, Inc. that you received on October 2,
2007.
Please address the following:

* Tell us how you previously accounted for your membership
interests
in Visa Canada and Visa International prior to the restructuring;
and
* Tell us how you determined the fair value of shares of Visa,
Inc.
received in the absence of an active market for these shares.
Please
provide us with a comprehensive response which includes the key
assumptions made and valuation models employed.

Off-balance Sheet Arrangements
5. Revise to address the risk that may result from failure to
price
properly the exposure to off-balance sheet vehicles that might
need
to be funded on the balance sheet precisely when it may become
difficult or expensive to raise funds externally. In addition,
address the risk that may result if you can not syndicate your
holdings of leveraged loans due to reduced investor appetite for
those assets when you can not cancel related funding commitments.
What possible affect could result on the balance sheets?
6. Revise to disclose the amounts of revenue, expenses, and cash
flows resulting from off-balance sheet arrangements, the nature
and
amount of interests retained, and the nature and amount of any
contingent liabilities or obligations arising from such
arrangements.
See Item 303(a)(4)(i)(C) of Regulation S-K.

Form 6-K filed February 28, 2008
Exhibit 99.1 News Release
Hedged USRMM Exposure and Other Exposure to Financial Guarantors,
page 7

7. We note your disclosure that during the quarter ended January
31,
2008, you recorded a charge of $624 million against your exposure
to
financial guarantors other than ACA and that you changed the
methodology employed to establish these valuation adjustments to
take
into account market observed credit spreads. Please address the
following:

* Tell us how you determined the amount of charge recorded;
* Provide us a comprehensive discussion of your new methodology
and
tell us how it better captures these valuation adjustments when
compared to the previous methodology.

      *			*			*			*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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 a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

??the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

            In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in connection with our review
of
your filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the

securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
questions
regarding the accounting comments may be directed to John Spitz at
(202) 551-3484 or John Nolan at (202) 551-3492.  All other
questions
may be directed to Michael Clampitt at (202) 551-3434 or to me at
(202) 551-3698.

							Sincerely,

							Mark Webb
							Branch Chief
							Financial Services Group

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce
Page 1 of 5

</TEXT>
</DOCUMENT>

July 24, 2008

Mail Stop 4561  Mr. 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 Fiscal Year Ended October 31, 2007
 Filed December 10, 2007  File Number: 001-14678
  Dear Mr. McCaughey:   We have completed our review of your Form 40-F and related filings and have no
further comments at this time.
        S i n c e r e l y ,

Mark Webb Legal Branch Chief

CORRESP
1
filename1.htm

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;

2

    •

    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.

3

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.

4

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:

5

    •

    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;

May 27, 2008
  Mail-Stop 4561   Mr. Michael G. Capatides Senior Executive Vice- President  and General Counsel Canadian Imperial Bank of Commerce 425 Lexington Avenue-3
rd Floor
New York, New York 10017   Re: Canadian Imperial Bank of Commerce  Form 40-F (y/e October 31, 2007)
 Filed December 10, 2007   File No. 001-14678   Dear Mr. Capatides:
 We have reviewed your response to our comment letter dated April 4, 2008 and
have the following comments.

 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 theref ore 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 tighten ing 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 purchas es of ABCP during the year;

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce
Page 2 of 3

• Whether you considered each purchase of ABCP to be a reconsideration event
and, if so, whether you performed a quanti tative 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.
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 satisf action of certain limited condi tions 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 faciliti es to purchase assets are in addition
to or whether they replace prior liquid ity 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 cert ain limited conditions” in the context of
how and when you would be required to provide liquidity fa cilities to these
conduits;
• 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-de faulted assets from any conduits and,
if so, distinguish between purchases  made under this new contractual
requirement and those made otherwise.

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 betwee n the shares subject to immediate
mandatory redemption and shares with a three year selli ng restriction, as
applicable;
• Quantify the per share IPO discount and re stricted stock discount that were
deducted from the “fully distributed trad ing value” estimated in the valuation
report to arrive at each of the per share fair values; and

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce Page 3 of 3

• 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.
4. We further note the last paragraph in your  response to comment four from our
letter dated March 19, 2008, and your disclosu res 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 adju stment to the carrying value of your
Visa Inc. shares was not requi red 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 thes e shares. Separately address your
accounting for the shares subject to ma ndatory 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.

Securitization of Third-Party Assets, page 58
5. We note your tabular presentation of your  exposure to entities involved in the
securitization of thir d-party assets which includes disclosure related to third-party
structured vehicles for the two years e nded 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 pa rty 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.

*   *   *   *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
  You may contact John Spitz, Staff A ccountant at (202) 551-3484, or me at
(202) 551-3423, if you have questions regarding these comments.           S i n c e r e l y ,           A m i t  P a n d e         A s s i s t a n t  C h i e f  A c c o u n t a n t

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    J. David Williamson

Senior Executive Vice President and Chief Financial Officer

e-mail: david.williamson@cibc.com

Direct : 416-956-3364

Assistant : 416-956-3387

April 04, 2008

VIA EDGAR

Mark Webb

Branch Chief, Financial Services Group

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. Webb:

     Thank you for your letter dated March 19, 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.

     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

U.S. Subprime Residential Mortgage Market, page 40

    1.

    In the disclosure of your exposure to the U.S. subprime residential mortgage market through
derivative contracts hedged with investment-grade counterparties, we note that as of October
31, 2007, 35% of the notional amount of derivatives was with an “A” rated U.S. financial
guarantor. This counterparty was subsequently confirmed to be ACA Financial Guaranty Corp. in
your Form 6-K filed December 19, 2007, in which you disclosed that there was a reasonably high
probability of incurring a large charge following ACA’s credit rating being downgraded from
“A” to “CCC” by Standard & Poors. You further stated that the mark of the hedge protection
from ACA was $1.71 billion as of October 31, 2007, and $2.0 billion as of November 30, 2007.

    We note that in your Form 6-K filed January 15, 2008, you confirmed that you had recorded a
$2 billion fair value adjustment to the counterparty credit protection receivable from ACA
as a result of the credit downgrade. Taking into account your discussion of risk
measurement processes and risk rating methodologies presented on page 63, please tell us how
you considered ACA Capital Holdings, Inc.’s press release dated November 9, 2007, which
discloses Standard & Poor’s decision to place them on CreditWatch with negative
implications, in assigning an internal risk rating to the ACA exposure and determining that
a fair value adjustment was not required as of October 31, 2007.

    Our approach in fair valuing the hedges with ACA as of October 31, 2007, took into account
all available market and counterparty credit information as of that date. The derivative
contracts were valued on a gross mark to market basis less a valuation adjustment for credit
risk to ACA. The mark to market values were based on external quotes. Our credit valuation
adjustment was calculated on a formulaic basis based on the gross mark to market, an
estimate of potential future exposure and the internal credit risk rating of ACA. The
internal credit risk rating was determined based on a number of established parameters that
were both quantitative and qualitative in nature. Rating agency information, views and
ratings outlook (e.g. credit watch with negative implications) were considered in the
context of the full analysis of the counterparty credit risk.

    Our credit analysis of ACA took into account all available credit information as of October 31, 2007,
including Standard & Poor’s (S&P) review on October 29, 2007 which confirmed ACA’s rating at A
with a stable outlook. In the case of financial guarantors, rating agency risk ratings have recently become a more
significant factor in the determination of our internal risk ratings, as we believe that they have a significant impact on
the public’s perception of the companies’ viability. Based on our analysis, we assigned an internal credit risk
rating equivalent to BBB minus for ACA as at October 31, 2007.

2

    As noted on November 9, 2007, S&P revised its rating from A (stable) to A (negative watch).
While representing a negative development, given the A rating was not changed as per S&P’s
definition of CreditWatch below, we viewed our internal credit risk rating (equivalent to
BBB minus) as still appropriate pending further developments.

CreditWatch highlights the potential direction of a short- or long-term rating. It
focuses on identifiable events and short-term trends that cause ratings to be placed
under special surveillance by Standard & Poor’s analytical staff. These may include
mergers, recapitalizations, voter referendums, regulatory action, or anticipated
operating developments. Ratings appear on CreditWatch when such an event or a
deviation from an expected trend occurs and additional information is necessary to
evaluate the current rating. A listing, however, does not mean a rating change is
inevitable, and whenever possible, a range of alternative ratings will be shown.
CreditWatch is not intended to include all ratings under review, and rating changes
may occur without the ratings having first appeared on CreditWatch. The “positive”
designation means that a rating may be raised; “negative” means a rating may be
lowered; and “developing” means that a rating may be raised, lowered, or affirmed.

    As at October 31, 2007, our valuation of derivative contracts with ACA was net of a credit
valuation adjustment of US$17 million.

Liquidity Facilities to ABCP Conduits, page 40

    2.

    We note that during the second half of 2007 you purchased $3.1 billion asset-backed
commercial paper issued by your sponsored conduits as a result of liquidity tightening that
had affected the asset-backed securities market. We also note disclosures in your Critical
Accounting Policies and Estimates section on page 76 relating to consolidation of variable
interest entities (VIEs) to which you provide liquidity facilities, and note that as of
October 31, 2007, you had not consolidated any of these entities. Please provide us with a
comprehensive analysis clearly stating the authoritative guidance you relied upon to support
your determination that you were not the primary beneficiary and therefore not the
consolidator of the sponsored conduits to which you provided liquidity facilities.

    As at October 31, 2007, we concluded that we were not the primary beneficiary of any of the
CIBC sponsored conduits (the “Conduits”) under AcG-15 Consolidation of Variable Interest
Entities as our holdings of Asset Backed Commercial Paper (“ABCP”) issued by the Conduits,
together with our other variable interests in the Conduits, did not result in an expectation
that CIBC would absorb the majority of expected losses.

    In making this determination, we considered 1) the nature of the risks in the Conduits and
2) the variability the Conduits were designed to create and pass along to their variable
interest holders.

    The risks we identified included credit risk associated with the potential default of the
assets held by the Conduits and certain interest rate spread risks. These risks are
reflected in the variable interests that we identified and assessed below.

3

    The variable interests that we identified included the ABCP held by CIBC and other parties,
the Global Style Liquidity facility (“GSL”) provided by CIBC to the Conduits, and certain
fees earned by CIBC from the Conduits that are deemed to be variable interests. We
determined that the credit enhancements provided by the sellers to the Conduits are not
considered variable interests under AcG-15.

    We assessed that the variable interests flowing to CIBC as a result of providing the GSL
facility are insignificant to the primary beneficiary analysis. The pricing for the
liquidity line upon a draw is generally expected to be higher to the Conduits than the cost
of raising ABCP. The GSL facilities are used by the Conduits to manage liquidity risk (i.e.
the inability of the Conduits to roll their short-term debt), but not credit risk associated
with the potential default of the underlying assets as amounts that can be drawn under the
liquidity facility are reduced with respect to assets that are in default. Furthermore, the
exposure of credit risk to CIBC is further reduced given the high quality of underlying
assets and substantial credit enhancements provided by the sellers to the Conduits. Since
the pricing of the liquidity would be more expensive than the cost of issuing ABCP and the
proceeds of a draw from the liquidity line can only be used to repay maturing ABCP, the
Conduits are expected to fund themselves through the roll of ABCP rather than through the
liquidity line. Therefore, we expect that the liquidity line would only be used to manage
extreme liquidity distress as a last resort; as a result, we have assessed that the
probability of a draw is extremely low. Consequently, the variable interest as a result of
providing the liquidity facility is insignificant to the primary beneficiary analysis.

    We have also assessed that the variability of certain fees earned by CIBC (deemed to be
variable interests) was very low.

    We concluded that the credit risk associated with the underlying assets held by the Conduits
and interest rate spread risks are the only material sources of variability and that these
risks substantially accrue to the ABCP holders as a group on a pro-rata basis. Therefore,
we concluded that we are not the primary beneficiary of the Conduits to the extent that our
ABCP holdings are sufficiently below 50% to take into account the small amount of
variability we absorb as the provider of the GSL facility and as an earner of certain fees.

    As at October 31, 2007, we did not consolidate any of the Conduits as we owned significantly
less than 50% of the ABCP issued by each of the Conduits and therefore did not consider
ourselves the primary beneficial interest holder. However, we would note that during the
period from September 10, 2007 to October 17, 2007 (inclusive), we were the primary
beneficiary of one of the Conduits, Sound Trust, due to the level of our ABCP holdings in
that entity during the period. As a result, we made appropriate consolidation adjustments.
The level of our holdings in Sound Trust dropped below the consolidation threshold by
October 31, 2007 and as such it was not consolidated at that date.

    3.

    Given that you have identified consolidation and variable interest entities as a critical
accounting policy, please consider discussing in your future filings:

    •

    The scenarios where you would have to consolidate any of these entities for which
you provide liquidity facilities, and your expectation of the likelihood of such
consolidation; and

4

    •

    The frequency of which you reconsider, and the typical triggers which require you to
reconsider, whether you are the primary beneficiary and therefore would be required to
consolidate these entities.

We will disclose in our future Form 40-F filings that we will reconsider our primary
beneficiary analysis in the Conduits whenever our level of interest in the ABCP issued by
the Conduits significantly changes, or in the less frequent event that the liquidity
protection we provide to the Conduits is drawn or amended. We will also disclose that
consolidation of a particular Conduit would become more likely to the extent that our ABCP
holdings in that Conduit approaches 45% as a result of the relatively small amount of
variability stemming from our other variable interests in the Conduit. Finally, we will
disclose that a significant increase in our holdings of ABCP issued by the Conduits would
become more likely in a scenario in which the market for bank sponsored ABCP suffered a
significant deterioration such that the Conduits were unable to roll their ABCP.

Visa Gain, Page 40

    4.

    We note your disclosure that you recognized a $456 million gain with respect to the worldwide
restructuring of Visa based on the fair value of shares of Visa, Inc. that you received on
October 2, 2007. Please address the following:

    •

    Tell us how you previously accounted for your membership interests in Visa Canada
and Visa International prior to the restructuring; and

We accounted for our membership interests in Visa Canada and Visa International at their
nominal cost prior to the restructuring in October 2007.

    •

    Tell us how you determined the fair value of shares of Visa, Inc. received in the
absence of an active market for these shares. Please provide us with a comprehensive
response which includes the key assumptions made and valuation models employed.

    A valuation report prepared by an independent valuation firm on behalf of the major Canadian
banks that participated in the Visa restructuring was used as the basis for the
determination of the estimated fair value of the Visa shares in October 2007. We translated
the mid point of the range of US dollar denominated per share fair values (which were
determined as described in the paragraph below) set out in the valuation report into Canadian dollars, and multiplied the result by the number of Visa shares we expected to own at the time of Visa’s initial public offering (IPO). The estimate of the number of Visa shares we expected to own at the time of the IPO was calculated based on the number of
shares we received upon the restructuring in October 2007, adjusted downwards by our estimate of the true-up that we expected would apply to our ownership interests shortly
before the IPO in accordance with the terms of the worldwide restructuring. That estimated true-up was based on an interim notice provided by Visa based on the relative weighting of
Visa’s revenue and expense numbers from the different Visa regions across the world.

    The US dollar denominated range of the estimated per share fair value of the Visa shares set
out in the valuation report was based only on publicly available information at the time.
The valuation methodology involved the estimation of what the fully distributed

5

    trading value of the Visa shares would be after the IPO and the various discounts that
should apply to that value for the purpose of estimating the fair value of the Visa shares
received by the banks in October 2007. The fully distributed trading value was the estimate
of what the market capitalization of Visa would be after the IPO after the elimination of
the “IPO discount” and the assumption of normal trading volumes.

    The estimation of the post-IPO fully distributed trading value of the Visa shares was based
on estimating Visa’s fiscal 2007 and 2008 earnings, and then applying a market observed
price to earnings multiples for similar companies, in particular MasterCard. The estimation
of Visa’s fiscal 2007 and 2008 earnings was based on Visa’s pro forma historical results
disclosed in its public filings, adjusted by various items that the valuator believed should
be taken into account in arriving at a forward-looking earnings estimate.

    The discounts that were subtracted from the fully distributed trading value in respect of
the 51% of the Visa shares expected to be subject to mandatory redemption shortly after the
IPO (at a price based on the IPO price) included factors for the estimated “IPO discount”,
underwriters fees that were expected to be factored into the redemption price, and the risk
that the IPO might not occur. The “IPO discount” refers to the observation that an IPO
typically prices at a discount from what the stock trades at shortly after the IPO.

    The discounts that were subtracted from the fully distributed trading value in respect of
the 49% of the Visa shares expected to be subject to a three year restriction period after
the IPO included factors for a “restricted stock discount” and the risk that the IPO might
not occur. The “restricted s

November 6, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (416) 304-5047

Mr. 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 Fiscal Year Ended October 31, 2005
File No. 1-14678

Dear Mr. McCaughey:

We have completed our review of your Form 40-F and have no further comments
at this time.

        S i n c e r e l y ,

                              John P. Nolan
        A c c o u n t i n g  B r a n c h  C h i e f

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September 8, 2006

Page 1

September 8, 2006

Cecelia D. Blye

Chief

Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549-5546

Dear Ms. Blye:

On behalf of Canadian Imperial Bank of Commerce (“CIBC”), a foreign banking organization and
financial holding company organized in Canada, I am writing to respond to your letter of August 24,
2006 addressed to Gerald T. McCaughey, President and CEO of CIBC, in which you request additional
follow-up information relating to my letter to you dated August 14, 2006. In your letter, you
request the information set forth below.

    1.

    Please expand your qualitative materiality analysis to address specifically whether the
governments of Cuba and Iran, or entities controlled by these governments, participate
directly or indirectly in your trade finance or other transactions with Cuba and Iran. If
these governments or entities controlled by them participate in the transactions, please
discuss the nature and extent of their involvement. Address specifically the possibility that
your involvement in transactions that may result in the provision of funds to the governments
of countries identified as terrorist-sponsoring states may negatively impact your reputation
and share value.

As noted in our response of August 14th, CIBC complies with applicable U.S. and Canadian
law regarding the imposition of economic sanctions on particular countries and entities including
the Canadian Foreign Extraterritorial Measures Act, the Canadian Anti-Boycott Policy and applicable
parts of the regulations promulgated by the U.S. Office of Foreign Assets Control, the U.S. Bureau
of Industry and Security and Foreign Affairs and International Trade Canada.

CIBC’s dealings with Cuban and Iranian entities or transactions involving these countries are not
material to CIBC’s business generally, either individually or in the aggregate. As noted in our
prior letter, through its non-U.S. offices and affiliates, CIBC does very limited business
involving Iran and Cuba. CIBC’s principal business exposure to these countries is with respect to
trade finance of non-U.S., non-Iranian, and non-Cuban customers who do business with entities
located in those countries, and with respect to CIBC’s non-U.S. correspondent banking business unit
which maintains accounts for Cuban or Iranian financial institutions.

You have asked whether the governments of Cuba and Iran, or entities controlled by these
governments, participate directly or indirectly in CIBC’s trade finance or other transactions with
Cuba and Iran. Given the nature of the Iranian and Cuban economies, many companies in Cuba and
Iran are effectively state-controlled. However, CIBC does not generally deal directly with the
governments of these countries.

September 8, 2006

Page 2

The only direct contact with the governments of Cuba and Iran is very limited. [

]

CIBC’s
principal exposure to these governments is through non-U.S., non-Iranian, and non-Cuban
clients’ contacts with companies that may be considered controlled by these governments and through
its contacts with Iranian and Cuban banks financing these transactions that may be considered
controlled by these governments. [

]

Although these companies and banks could be considered controlled by the Iranian or Cuban
government, CIBC believes that these indirect dealings with the governments of Iran and Cuba are
not material. As discussed in our prior letter, the quantity of such business is very small. In
addition, CIBC reviews and monitors such transactions not only for sanctions compliance but also
for terrorist financing. [

]

CIBC does not believe the size and types of business conducted with entities, which may be
considered controlled by the Iranian and Cuban governments, pose a material risk of furthering the
sponsoring of terrorism through the governments of those countries.

For the foregoing reasons, CIBC does not believe from either a qualitative or quantitative
perspective that its direct or indirect dealings with the governments of Cuba or Iran or entities
controlled by those governments, are material. However, CIBC continually evaluates the legal and
reputational risk associated with doing business directly and indirectly with entities located in
Iran and Cuba and the materiality of that business. Should this business ever become material,
CIBC would provide additional disclosure regarding such business.

Very truly yours,

K. Thomas Ko

Executive Director & Senior Counsel

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN INFORMATION CONTAINED IN THIS LETTER
PURSUANT TO RULE 83. THIS LETTER OMITS CONFIDENTIAL INFORMATION INCLUDED IN AN UNREDACTED VERSION
OF THE LETTER FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE THE
REDACTIONS

August 25, 2006

By EDGAR

Mr. John P. Nolan

Accounting Branch Chief

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, 2005

    File Number 001-14678

Dear Mr. Nolan:

     Thank you for your letter dated August 11, 2006, addressed to Gerald T. McCaughey, Chief
Executive Officer 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, 2005.

     We appreciate the effort that went into the Staff’s comments. We have considered the
comments carefully and our responses are set forth below. To facilitate the Staff’s review, we
have keyed our responses to the headings and numbered comments used in the Staff’s comment letter,
which we have reproduced in bold face text. Our responses follow each comment.

     The Company is seeking confidential treatment for the information that is redacted from this
letter. The contact at the Company for this request is Charles Gerber, Senior Vice President and
Deputy General Counsel; telephone (212) 667-8310; fax (212) 667-8362.

Form 40-F as of and for the fiscal year ended October 31, 2004

General

    1.

    On October 7, 2005 you submitted a written response letter to our comment letter dated
September 23, 2005. However, we note that your response letter, which was signed by
Francesca Shaw, Senior Vice President and Chief Accountant, was not filed on EDGAR as
required for all registrant correspondence with the staff. Please file your October 7,
2005 response letter on EDGAR as soon as practicable.

    We filed our October 7, 2005 response letter on EDGAR on August 16, 2006.

Form 40-F as of and for the fiscal year ended October 31, 2005

CIBC Annual Accountability Report 2005

Management’s Discussion and Analysis

Disclosure Controls and Procedures, page 93

    2.

    Please tell us and revise future filings to disclose the date as of which management
evaluated the effectiveness of disclosure controls and procedures and concluded that they
were effective.

    Management evaluated the effectiveness of the Company’s disclosure controls and procedures
and concluded that they were effective as at October 31, 2005, the last day of CIBC’s fiscal
year. Future Form 40-F filings will disclose the date as of which management evaluated the
effectiveness of the Company’s disclosure controls and procedures.

Consolidated
— Financial Statements

Consolidated Statements of Operations, page 99

    3.

    We note from a review of your financial statement presentation for the past several
years that you have historically followed an income statement format which includes a
presentation of net interest income but excludes a presentation of net interest income
after provision for loan losses. We further note the Management’s Discussion and Analysis
section of your Form 40-F seems to focus on total revenue (net interest income plus
non-interest income, excluding the provision for credit losses) instead of net interest
income, particularly in your discussion of results for each of your reporting segments.
Please tell us the following, related to your current income statement presentation:

    a.

    Please tell us how you believe you have complied with the requirements
of Rule 9-04 of Regulation S-X or why you believe the rule is not applicable to
you;

2

    Our financial statements were prepared to conform with Canadian generally accepted
accounting principles (“GAAP”), which does not specify an income statement
presentation for credit losses. However, we believe that we have properly
identified and disclosed this US GAAP difference through the table at the bottom of
page 147 of our annual report in our US GAAP reconciliation note.

    b.

    Please tell us what your intent is in presenting total revenue and why
you believe such a measure provides meaningful information to your investors;

    We believe that presenting total revenue (excluding provision for credit losses) on
the income statement provides the most meaningful information to our investors as we
believe that an important focus of our investors is revenue growth. We believe that
revenue growth would be distorted by netting the provision for credit losses from
total revenue because these provisions are not necessarily related to current period
revenues. We agree that the provision for credit losses is also an important metric
to investors and, as required, we continue to report it as a separate line item on
the statement of operations. In addition, our income statement presentation is
consistent with the presentation followed by Royal Bank of Canada, our largest
competitor in Canada, and with the presentation followed by JPMorgan Chase & Co. and
Bank of America Corporation in the United States.

    c.

    Please tell us how you believe your current income statement
presentation affects the comparability of your financial statements to other bank
holding companies and why, at a minimum, you have not included a net interest
income after provision for credit losses measure on the face of the financial
statements; and

    We believe that our current income statement approach is comparable to other
financial institutions in North America because all of the interest income
components and the credit losses are plainly disclosed on the face of the income
statement. Moreover, as noted in our response to Comment 3(b), many of our
competitors provide a similar income statement presentation. To assist investors in
making a comparison to other financial institutions that have adopted a different
income statement presentation, we have included a table showing the net interest
income after provision for credit losses in the notes to the financial statements on
page 147 of our annual report.

    d.

    Please tell us why the Management’s Discussion and Analysis section of
your Form 40-F focuses on the total revenue measure for each of your segments and
why you believe discussion of this measure, as opposed to a discussion focused on
net interest income, and other revenues separately, provides the most meaningful
information to investors.

    Our Management’s Discussion and Analysis section focuses on total revenue for our
segments because that is how we assess the performance of our businesses

3

    and is the focus that we believe is most meaningful to investors. Within our
segments, our organizational structure and performance assessment systems are built
around the individual businesses that comprise the segments and the revenues
reported by those businesses, as opposed to being built around total segment net
interest income and other revenues. In addition, we believe that the allocation of
revenue between net interest income and other revenue is not reflective of the key
drivers of the performance of our businesses because of corporate liquidity and
funding management initiatives such as securitization which have the effect of
reallocating these revenues. As a result, we believe that our Management’s
Discussion and Analysis provides the most meaningful information to investors by
aligning with a business focused format through its discussion of the total revenues
within the various businesses that comprise our segments. We believe that this is
consistent with both Canadian GAAP [Canadian Institute of Chartered Accountants
Handbook (“CICA HB”) Section 1701] and US GAAP (FAS 131), which require us to report
externally the way we manage our segments for making operating decisions and
performance measurement.

Note 24 — Commitments, Guarantees, Pledged Assets and Contingent Liabilities, page 139

    4.

    We note your disclosure on page 141 that your provisions taken to date to cover
Enron-related settlements and reserve against remaining Enron matters take into account
expected insurance recoveries. Please tell us whether the Enron-related provisions recorded
under Canadian GAAP are of the same amount as those recorded under US GAAP. If the amounts
are different, please quantify and fully explain the reasons for the differences. Also,
please explain where any differences appear in your reconciliation to US GAAP in Note 27,
including the individual adjustments and related line-items in those particular financial
statements.

    The Enron related provisions we have recorded for settlements and reserves in our Canadian
GAAP financial statements are identical to those we have recorded under US GAAP. The
accounting guidance we followed for Enron under CICA HB 3290 of Canadian GAAP is similar to
that contained in SFAS 5. As a result, no differences appear in our reconciliation to US
GAAP in Note 27 to our consolidated financial statements.

    5.

    Please quantify for us the amount of expected insurance recoveries that you have netted
against your Enron-related provisions to date. Please compare and contrast your accounting
treatment in Canadian GAAP as opposed to US GAA.P. As a related matter, please also tell us
the specific facts and circumstances that you have relied upon in determining that
Enron-related insurance recoveries are probable (as defined in paragraph 5 of SFAS 5 as
likely to happen), if true.

    The expected insurance recoveries we took into account in determining our Enron related
provisions for fiscal 2005 and prior periods amounted to Cdn$* * * *. The total provision
that we recorded in our statement of operations was net of these expected

4

    insurance recoveries. The insurance recovery estimates we made took into account the nature
of our insurance coverage (including the language of our policies), the status of ongoing
negotiations with our carriers and discussions with the internal counsel and external
insurance coverage counsel who were assisting us in both evaluating coverage and negotiating
with our carriers. Based on this, we assessed that a recovery in the amount of Cdn$* * * *
was probable (likely) under both CICA HB 3290 and SFAS5. This assessment proved accurate as
the actual amounts we recovered subsequently totaled Cdn$* * * *. These amounts were all
recovered in the period from November 2005 to May 2006 and there are no further outstanding
insurance recoveries. We did not record any accounting differences at any time between
Canadian and US GAAP.

    6.

    As a related matter, please tell us whether any of the insurance companies from which
you are seeking recoveries for Enron-related matters are asserting that they are not liable
to indemnify your losses. If so, please tell us how this is accounted for under Canadian
GAAP. Compare and contrast this treatment to that under US GAAP which requires that
recoveries of these losses are considered probable. Refer to SAB Topic 5Y.

    All insurance amounts were settled as noted in 5 above. In the period prior to settlement,
our legal counsel evaluation had concluded that recoveries were probable as discussed more
fully in the answer to the prior question.

    7.

    We note your disclosure on page 141 that you have recorded a tax benefit of $297
million relating to your 2005 Enron-related provision but that there is a significant
uncertainty associated with the ultimate tax benefits to be realized for these settlements.
Please tell us whether you have also recorded this tax benefit for US GAAP purposes and if
so, the accounting literature that you relied upon to determine that realization of this
tax benefit was more likely than not.

    The amounts we have recorded under both Canadian and US GAAP totaled Cdn$297 million
for the 2005 provision. In determining the amount of recovery to record, we complied with
the criteria for tax benefits in CICA 3465 and FASB 109. The Cdn$297 million recovery we
recognized represents about * * * * of the total potential tax benefit that we may
ultimately realize and was the amount we regarded as probable of recovery. Our note
disclosures referring to significant uncertainty primarily pertain to the tax benefits we
did not recognize.

Note 27 — Reconciliation of Canadian and United States Generally Accepted Accounting
Principles, page 146

General

    8.

    For all income statement periods presented, please revise your filing to provide either
a statement of cash flows prepared in accordance with US GAAP or IAS 7 or revise to include
a note to your financial statements quantifying the material differences between cash flows
under Canadian GAAP as compared to US GAAP.

5

    Refer to Item 17(c)(2)(iii) of Form 20-F. Alternatively, please tell us why you believe this
disclosure requirement is not applicable to you.

    We have complied with this disclosure requirement because we believe that consolidated
statements of cash flows prepared under US GAAP for the Company would not be materially
different from the consolidated statements of cash flows presented in accordance with
Canadian GAAP in the consolidated financial statements on page 101 of the annual report.

    We believe that the only difference between the consolidated statement of cash flows
prepared in accordance with Canadian GAAP and a consolidated statement of cash flows
prepared in accordance with US GAAP is that the amount of net income would differ. This
difference affects only the components of the reconciliation from “net (loss) income” to
total “cash flows provided by (used in) operating activities” in the operating activities
section of the statement of cash flows. We believe that this presentation difference is not
material because the differences arise from items that do not reflect cash flows.
Accordingly, there would be no material differences in the total “cash flows provided by
(used in) operating activities”, “cash flows provided by (used in) financing activities” or
“cash flows provided by (used in) investing activities” amounts or the line items within the
financing activities or investing activities sections of the statement of cash flows.

    In our forthcoming Form 40-F filing for the fiscal year ended October 31, 2006, we will make
a statement in our US GAAP reconciliation note indicating that we have not included
consolidated statements of cash flow prepared under US GAAP because the differences from the
consolidated statements of cash flows prepared under Canadian GAAP are not material.

I. — Liabilities and Equity, page 149

    9.

    We note your disclosure beginning on page 149 regarding your Canadian GAAP accounting
change regarding the classification of convertible preferred shares. Please tell as how you
considered the guidance of SFAS 150 in determining that these preferred shares should be
classified as equity for US GAAP purposes.

    The convertible preferred shares referred to in note 27(i) of the Company’s consolidated
financial statements on page 149 of the annual report are the “preferred share liabilities”
described in note 13 of the consolidated financial statements. These convertible preferred
shares provide the holder and the Company with the right, but not the obligation, to convert
the preferred shares at set dates into a variable number of common shares based on the
trading price of the common shares.

    Pursuant to paragraph 13 of CICA HB 3861 Financial
Instruments — Disclosure and Presentation
these convertible preferred shares have been classified as liabilities under Canadian GAAP
because they can be converted into a variable number of the Company’s common shares at the
option of the holder.

6

    Under US GAAP, Paragraph 12 of SFAS 150 provides an exception

August 11, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (416) 304-5047

Mr. 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 Fiscal Year Ended October 31, 2005
File No. 1-14678

Dear Mr. McCaughey:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

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

*    *    *    *    *    *    *

Mr. Gerald T. McCaughey
Canadian Imperial Bank of Commerce
Page 2 of 5
Form 40-F as of and for the fiscal year ended October 31, 2004

General

1. On October 7, 2005 you submitted a written response letter to our comment letter dated September 23, 2005.  However, we note that your response letter, which was signed by Francesca Shaw, Senior Vice President and Chief Accountant, was not filed on EDGAR as required for all registrant correspondence with the staff.  Please file your October 7, 2005 response letter on EDGAR as soon as practicable.

Form 40-F as of and for the fiscal year ended October 31, 2005
CIBC Annual Accountability Report 2005
Management’s Discussion and Analysis

Disclosure Controls and Procedures, page 93

2. Please tell us and revise future filings to disclose the date as of which management evaluated the effectiveness of disclosure controls and procedures and concluded that they were effective.

Consolidated Financial Statements

Consolidated Statements of Operations, page 99

3. We note from a review of your financial statement presentation for the past several years that you have historically followed an income statement format which includes a presentation of net interest income but excludes a presentation of net interest income after provision for loan losses.  We further note that the Management’s Discussion and Analysis section of your Form 40-F seems to focus on total revenue (net interest income plus non-interest income, excluding the provision for credit losses) instead of net interest income, particularly in your discussion of results for each of your reporting segments.  Please tell us the following related to your current income statement presentation:

• Please tell us how you believe you have complied with the requirements of Rule 9-04 of Regulation S-X or why you believe the rule is not applicable to you;

• Please tell us what your intent is in presenting total revenue and why you believe such a measure provides meaningful information to your investors;

Mr. Gerald T. McCaughey
Canadian Imperial Bank of Commerce
Page 3 of 5
• Please tell us how you believe your current income statement presentation affects the comparability of your financial statements to other bank holding companies and why, at a minimum, you have not included a net interest income after provision for credit losses measure on the face of the financial statements; and

• Please tell us why the Management’s Discussion and Analysis section of your Form 40-F focuses on the total revenue measure for each of your segments and why you believe discussion of this measure, as opposed to a discussion focused on net interest income and other revenues separately, provides the most meaningful information to investors.

Note 24 – Commitments, Guarantees, Pledged Assets and Contingent Liabilities, page
139

4. We note your disclosure on page 141 that your provisions taken to date to cover Enron-related settlements and reserve against remaining Enron matters take into account expected insurance recoveries.  Please tell us whether the Enron-related provisions recorded under Canadian GAAP are of the same amount as those recorded under US GAAP.  If the amounts are different, please quantify and fully explain the reasons for the differences.  Also, please explain where any differences appear in your reconciliation to US GAAP in Note 27, including the individual adjustments and related line-items in those particular financial statements.

5. Please quantify for us the amount of expected insurance recoveries that you have netted against your Enron-related provisions to date.  Please compare and contrast your accounting treatment in Canadian GAAP as opposed to US GAAP.  As a related matter, please also tell us the specific facts and circumstances that you have relied upon in determining that Enron-related insurance recoveries are probable (as defined in paragraph 5 of SFAS 5 as likely to happen), if true.

6. As a related matter, please tell us whether any of the insurance companies from which you are seeking recoveries for Enron-related matters are asserting that they are not liable to indemnify your losses.  If so, please tell us how this is accounted for under Canadian GAAP.  Compare and contrast this treatment to that under US GAAP which requires that recoveries of these losses are considered probable.  Refer to SAB Topic 5Y.

Mr. Gerald T. McCaughey
Canadian Imperial Bank of Commerce
Page 4 of 5
7. We note your disclosure on page 141 that you have recorded a tax benefit of $297 million relating to your 2005 Enron-related provision but that there is a significant uncertainty associated with the ultimate tax benefits to be realized for these settlements.  Please tell us whether you have also recorded this tax benefit for US GAAP purposes and if so, the accounting literature that you relied upon to determine that realization of this tax benefit was more likely than not.

Note 27 – Reconciliation of Canadian and United States Generally Accepted Accounting
Principles, page 146

General

8. For all income statement periods presented, please revise your filing to provide either a statement of cash flows prepared in accordance with US GAAP or IAS 7 or revise to include a note to your financial statements quantifying the material differences between cash flows under Canadian GAAP as compared to US GAAP.  Refer to Item 17(c)(2)(iii) of Form 20-F.  Alternatively, please tell us why you believe this disclosure requirement is not applicable to you.

I. – Liabilities and Equity, page 149

9. We note your disclosure beginning on pa ge 149 regarding your Canadian GAAP
accounting change regarding the classification of convertible preferred shares.  Please tell us how you considered the guidance of SFAS 150 in determining that these preferred shares should be classified as equity for US GAAP purposes.

M. – Netting of Financial Instruments, page 149

10. We note your disclosure that there is a difference between Canadian and US GAAP concerning when separate financial instruments can be presented on a net basis; however it is unclear how this difference impacted your GAAP reconciliation.  Please quantify for us the impact of this difference for each period presented.

N. - Future U.S. Accounting Policy Changes, page 150

11. Please tell us and revise future filings to describe the impact that the FIN 28, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, is expected to have upon your financial statements.  Please specifically address the implications to tax positions you have taken on Enron-related provisions and leveraged leases.

Mr. Gerald T. McCaughey
Canadian Imperial Bank of Commerce
Page 5 of 5

*    *    *    *    *    *    *

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a response letter that keys your responses to our comments and provides any requested information.  Please file your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the company and its management are in possession of all facts relating to a 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 in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

       In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Lisa Haynes, Senior Staff Accountant at (202) 551-3424 or me at (202) 551-3492 if you have questions.

        S i n c e r e l y ,

                     John P. Nolan                               Accounting Branch Chief

CORRESP
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corresp

October 7, 2005

Donald Walker

Senior 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, 2004

    File Number 001-14678

Dear Mr. Walker:

          Thank you for your letter dated September 23, 2005, addressed to Gerald T. McCaughey 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, 2004.

          We appreciate the effort that went into the Staff’s comments. We have considered the Staff’s
comments carefully and our responses to the Staff’s comments are set forth below. To facilitate
the Staff’s review, we have keyed our responses to the headings and numbered comments used in the
Staff’s comment letter, which we have reproduced in bold face text. Our responses follow each
comment.

    1.

    We read your policy for determination of market value when quoted prices in an active market
or suitable market proxies are not available. Please tell us what methods (other than
observed market quotations or data) you use to recognize gains or losses in income. Include
in your response the periods used for each method of income recognition, and quantify any
deferred gains and/or losses, as applicable, as of October 31, 2004.

    As the above referenced discussion in the MD&A relates to the determination of market value
of securities and derivatives held for trading purposes, we have responded to the question
within this context.

    In accordance with Canadian GAAP, investment securities and the majority of derivatives used
for hedging purposes are not recorded on a mark-to-market basis. As a result, market
valuation changes for these investments during the holding period do not result in gains or
losses being recognized in income, and therefore these instruments are not covered in this
response. Additional information relating to the valuation of investment securities and
hedging derivatives can be provided if required.

    Securities purchased (long) and sold (short)

    As noted in the sources of fair value table (page 47 of CIBC’s Form 40-F filing), the
majority of the Company’s security positions, both long and short, are valued using quoted
market prices.

    In arriving at the fair value of securities, market risk aging valuation adjustments are
provided for slow moving positions that do not turnover on a frequent basis. Concentration
and liquidity market risk valuation adjustments are also recorded to reflect large positions
relative to market depth and the likely cost of closing the positions out in the
marketplace. These valuation adjustments are recorded to ensure that we record the best
estimate of fair value for securities purchased (long) and sold (short) and are discussed in
greater detail in responses to questions 2 and 3.

    The total valuation adjustments recorded for securities purchased (long) and sold (short),
are C$45mm as at October 31, 2004 (C$32mm — October 31, 2003).

    Derivatives

    As noted on page 47 of the Form 40-F filing, 3% of the Company’s derivatives are valued
using quoted market prices. These products generally consist of listed interest rate,
equity and commodity options. These listed derivatives are readily priced using quotes
obtained from the relevant market.

    The majority of the Company’s derivatives trade over-the-counter (“OTC”) and are priced
using internal pricing models.

2

    Income Recognition — Revenue on derivative products embedded in Equity-Linked Notes

    Derivative product exposure can arise from equity linked-note products with embedded
derivatives that have been issued by our Company. These equity linked-note products are
issued by our Treasury group and are themselves non-trading liabilities on our balance
sheet. However, the derivative exposure arising from these note issuances is hedged via our
Company’s trading room.

    Canadian GAAP Accounting Guideline 17 governs the accounting treatment of Non-Trading
liabilities that contain embedded equity linked derivatives, which is similar to the
accounting for these types of liabilities under US GAAP SFAS133. We therefore follow US
GAAP accounting principles for these products. On all equity-linked note programs, we do
not recognize day 1 revenue in respect of the retail spread on these notes. Instead, the
inception revenue representing the retail spread is recognized over the life of the issued
note on a yield basis as required under the SEC’s SFAS133 Implementation Issue B6 (“B6”)
related pronouncement of December 11, 2003. Subsequent to inception date, the valuation of
the derivative is formulaically based on internal models and model inputs (after excluding
the inception revenue impact).

    As at October 31, 2004, a valuation adjustment of C$39mm was recorded in connection with
equity-linked-notes B6 requirements. Based on the maturity profile of our equity-linked
notes, these valuation adjustments will be released into income over a period of four to
eight years.

    Income Recognition on derivative products other than those embedded in Equity-Linked
Notes

    Recognition of inception revenue on a derivative is subject to the fair value hierarchy
summarized in footnote 3 of EITF 02-3, which the Company also applies for its Canadian GAAP
reporting. Where a pricing input is not observable, then the requirements under EITF 02-3
are applied and inception revenue is deferred.

    In instances where inception revenue has been deferred, as a result of applying EITF 02-3,
we recognize the deferred revenue into income ratably over the period of unobservable market
data up to a maximum of the tenor of the derivative. The exception to recognition of day 1
revenue over the tenor of the derivative occurs only in instances where model inputs become
observable thereby meeting the EITF 02-3 requirements. In these instances, the previously
deferred revenue would be recorded into income in the period where the EITF 02-3
requirements were met.

    Once a derivative is valued and recorded, subsequent changes in market value are
recorded into income. Subsequent valuation amounts are determined by formulaically
adjusting model inputs to new and current levels.

    Derivative valuations are also subject to valuation adjustments that are described in
greater detail in the response to question 2.

3

    2.

    Please tell us your methodology for calculating each of your valuation adjustments for
market, model and credit risks and for administrative costs.

    As noted in our response to question 1, management uses valuation adjustments in its
estimation of fair value of financial instruments to arrive at what it believes to be the
most accurate level of market valuation.

    Any valuation adjustment applied reflects what management believes a knowledgeable, willing
counterparty, under no compulsion to act, would use to assess the fair value of a financial
instrument in an arms length transaction carried out in the normal course of business. In
so determining, management considers factors such as those referenced in the Group of Thirty
Report, Derivatives Practices and Principles referred in certain US GAAP accounting
literature (i.e. AICPA Audit and Accounting Guide: Brokers and Dealers in Securities).

    Methodologies for determination of these valuation adjustments are as follows:

    Valuation adjustments provided for securities purchased (long) and sold (short)

    There are market risk related valuation adjustments applied securities covering three major
areas: aging, reflecting the length of time the instruments are held in the trading
inventory; concentration, for large positions held relative to issue size; and, liquidity,
from the standpoint of securities with low trading volumes. Each adjustment type is
described below:

    Market risk aging valuation adjustment

    This valuation adjustment is assessed for products that do not frequently turnover. The lack
of turnover, and a resulting increase in the length of time a security is held, is
indicative of a need to adjust the fair value of the position. The methodology for
determining the size of this adjustment is constructed primarily around two factors — the
issuer quality, and the period of time the security is held. These two factors are used to
formulaically derive a discount factor to be applied in arriving at the fair market value of
the position.

    This valuation adjustment is made at the security level, not on a portfolio basis. Releases
of this valuation adjustment and monthly changes will formulaically result from either
dispositions of securities, changes in issuer credit quality, or the passage of time.

    Market risk concentration valuation adjustment

    Large holdings in one position relative to issue size can be a valuation risk given the
potential for loss in attempting to sell the position within a given time period. This
valuation adjustment is formulaically applied against large holdings relative to the issued
float, and centers on a discount factor applied to the present value price sensitivity of
the

4

    position. The factor applied is based on issuer quality and position size held. The
factors increase significantly as issuer quality degrades and position sizes increase.

    This adjustment is formulaically calculated at the security level, not on a portfolio basis.
Releases of this valuation adjustment and monthly movements of valuation adjustment balances
will result from either dispositions of securities, changes to the size of positions held,
or changes to issuer credit quality.

    Market risk liquidity valuation adjustment

    This valuation adjustment is provided in cases where a trading desk holds a position in a
thinly traded security. In such cases, the thinly traded position, if valued at its quoted
price excluding any valuation adjustment, would not reflect the true value that would be
derived if the position were sold. To consider the true costs of unwinding positions in a
thin market, valuation adjustments are made based on the position size held relative to
average trading volume.

    Under U.S. GAAP, valuation adjustments to exchange-traded securities are not permissible.
These valuation adjustments are therefore recorded under Canadian GAAP and are adjusted as
reconciling items in the Company’s US GAAP reconciliation.

    Releases of this valuation adjustment and monthly movements of balances will result from
either disposition of securities, or market movements of the securities.

    Valuation adjustments provided for derivative products

    The following outlines the valuation adjustments provided on OTC derivatives:

    Credit risk valuation adjustment

    OTC derivatives priced with internal models are valued using pricing curves that do not
incorporate consideration for any specific counterparty credit risk. Consequently, our
Company’s policy is to measure a credit valuation adjustment to account for counterparty
credit risk based on expected future credit losses.

    The credit risk valuation adjustment for OTC derivatives captures the counterparty risk of
default and is quantified as:

     M

Valuation Adjustment =

    ∑ LE(ti) ´ ΔPD(ti) ´ LGD

  0

    where, t is the point on the profile, LE is Loan Equivalent
Exposure, Delta PD is the probability of default, LGD is Loss Given Default,
and M is maturity.

    Counterparty credit risk valuation adjustments for non-defaulted OTC derivative
contingent credit risks, are calculated based on loan equivalent (“LE”) exposures, and

5

    counterparty internal obligor and loss given default (“LGD”) ratings. LE is the profile of
the expected positive credit exposure at default over time to maturity. The posting of
financial collateral, netting and portfolio effects are factored into the calculation of
exposure.

    Market risk valuation adjustment

    This market risk valuation adjustment is applied to books that are marked to mid price to
represent an equivalent bid-offer valuation adjustment and is applicable for derivative
trading books. The Company’s value-at-risk (VaR) is the underlying risk measure to
formulaically calculate this valuation adjustment.

    The Company’s global market risk VaR calculations are based on a parametric model, which
relies on historical market data to derive variance and co-variance relationships between
each of the risk factors that are measured.

    Administrative valuation adjustment

    This valuation adjustment represents the present value of the future costs to administer
CIBC’s derivative portfolio to maturity and is booked to reflect the future costs that will
be incurred to maintain the derivative portfolio to maturity. This valuation adjustment is
also viewed as the cost a potential buyer of the derivative portfolio would incur in
administering the portfolio over the remaining term to maturity.

    The methodology considers the direct costs of our Middle Office and Back Office operations
groups, Finance, Information Technology and Risk Management and excludes general corporate
governance and other non-deal specific costs. The direct support costs to service and
administer the derivative portfolio to maturity are estimated to determine an average cost
per deal per year factor. This factor is applied to the actual trade count in the derivative
pool and the average remaining maturity of the pool, at a specific point in time.

    Month-over-month changes to the valuation adjustment reflect fluctuations to the actual deal
count and average remaining maturity. Changes in direct support costs are also incorporated
into the valuation adjustment estimate periodically.

    Specific counterparty credit risk

    The credit risk valuation adjustment previously described addresses the need to consider the
potential for future counterparty credit default aspects in valuing a derivative when using
models that are based on non-credit specific pricing inputs. However, as the counterparty’s
credit rating actually declines, and eventually a derivative falls into credit default
status, there is a need to assess additional valuation adjustments for the fact that the
counterparty may not settle the obligation. Consequently, this specific counterparty credit
risk valuation adjustment provides for specific instances where counterparties have

6

    either defaulted or are close to default on their derivative obligations. These valuation
adjustments are therefore counterparty name and trade specific.

    The Company’s credit analysis and approval process requires that each counterparty name be
assigned a risk rating based upon the Company’s risk rating scale. For each name, ratings
are adjusted to reflect the most-current financial situation.

    As the counterparty name declines on the rating scale, the Company will conduct additional
detailed credit analysis and will closely observe the valuation of the derivative and its
volatility. When the risk rating reaches a set target level, a determination is made as to
the provision of a specific credit valuation adjustment, despite the counterparty
potentially not being in default of any of its agreements. The determination of such
valuation adjustment is based upon the derivative valuation, its volatility and the severity
of any loss, which might be incurred if a default actually occurred.

    The valuation adjustment is determined each month based upon changes to the derivative
valuation. If a default actually occurs then the derivative would be closed out and we
would determine the amount owing by the counterparty to the Company.

    Releases of valuation adjustments will normally result from full or partial settlements made
by the counterparty, assignments or sales of the derivative to t

CORRESP
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August 14, 2006

Page 1

August 14, 2006

Cecelia D. Blye

Chief

Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549-5546

Dear Ms. Blye:

On behalf of Canadian Imperial Bank of Commerce (“CIBC”), a foreign banking organization and
financial holding company organized in Canada, I am writing to respond to your letter of June 30,
2006 addressed to Gerald T. McCaughey, President and CEO of CIBC. In your letter, you requested
the information set forth below.

    1.

    We note from public media sources and third-party websites that you may have operations in,
or accounts associated with, Cuba and Iran, countries identified as state sponsors of
terrorism by the U.S. State Department and subject to sanctions administered by the U.S.
Treasury Department’s Office of Foreign Assets Control and the U.S. Commerce Department’s
Bureau of Industry and Security. We note that the Form 40-F does not contain any information
relating to operations in, or ties to, Cuba or Iran. Please describe your operations in, and
ties to, these countries, if any, and discuss their materiality to you in light of their
status as state sponsors of terrorism. Please also discuss whether the operations, either
individually or in the aggregate, constitute a material investment risk to your security
holders. Your response should describe your current, past and anticipated operations in, and
contacts with, Cuba and Iran, including through subsidiaries, affiliates and other direct and
indirect arrangements.

    2.

    Your materiality analysis should address materiality in quantitative terms, including the
approximate dollar amount of revenues, assets and liabilities associated with Cuba and Iran.
Please also address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact of
corporate activities upon your reputation and share value.

    We note, for example, that Arizona and Louisiana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets invested in
and/or permitting divestment of state pension fund assets from, companies that do business
with countries identified as state sponsors of terrorism. The Pennsylvania legislature has
adopted a resolution directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in companies that have ties
to terrorist-sponsoring countries. The Missouri Investment Trust has established an equity
fund for the investment of certain state-held monies that screens out stocks of companies
that do business with U.S.-designated state sponsors of terrorism. Florida requires
issuers to disclose in their prospectuses any business contacts with Cuba or persons
located in Cuba. Your materiality analysis should address

August 14, 2006

Page 2

    the potential impact of the investor sentiment evidenced by such actions directed toward
companies operating in Cuba and Iran. Please also address the impact of your regulatory
compliance programs, such as programs designed to prevent terrorism funding, which cover
operations and contacts associated with Cuba and Iran, and any internal risk assessment
undertaken in connection with business in those countries.

CIBC complies with applicable U.S. and Canadian law regarding the imposition of economic sanctions
on particular countries and entities including the Canadian Foreign Extraterritorial Measures Act,
the Canadian Anti-Boycott Policy and applicable parts of the regulations promulgated by the U.S.
Office of Foreign Assets Control, the U.S. Bureau of Industry and Security and Foreign Affairs and
International Trade Canada.

CIBC has a robust program of compliance with applicable sanctions laws and regulations both in the
U.S. and globally. In addition to its sanctions policy, CIBC maintains a strong anti-money
laundering and terrorist financing compliance program.

CIBC’s dealings with Cuban and Iranian entities or transactions involving these countries are not
material to CIBC’s business generally, either individually or in the aggregate. CIBC has no
physical presence or employees located in Cuba or Iran. CIBC does not have any branches or other
offices, subsidiaries or affiliates located in or organized in either Cuba or Iran and does not
currently have any plans to establish a branch, office, subsidiary or affiliate in Cuba or Iran.
CIBC furthermore does not believe to the best of our knowledge that the limited contacts that CIBC
has with these countries constitute a material investment risk to our security holders.

Under CIBC’s sanctions policy, CIBC’s U.S. offices and affiliates do not generally participate in
transactions involving Iranian or Cuban entities or persons, nor generally do any CIBC employees
who are U.S. citizens or residents participate in transactions in CIBC’s non-U.S. offices if the
transactions involve Iranian or Cuban entities or persons (with the exception of U.S. legal staff
who advise only as to legality.) CIBC’s U.S. offices could, in principle, participate in a
transaction involving Iran or Cuba if and only if such transaction were legal under U.S. law such
as an OFAC-licensed transaction and complied with CIBC’s internal reputational and legal risk
policy and AML policies However, as a practical matter, CIBC’s U.S. offices and affiliates do not
do such business.

Through its non-U.S. offices and affiliates, CIBC does very limited business involving Iran and
Cuba. CIBC’s principal business exposure to these countries is with respect to trade finance of
its non-U.S., non-Iranian, and non-Cuban customers who do business with entities located in those
countries, and with respect to CIBC’s non-U.S. correspondent banking business unit which maintains
accounts for Cuban or Iranian financial institutions and certain credit limits for Iranian
financial institutions.

Quantitative Analysis

From a quantitative standpoint, CIBC’s dealings with Cuba and Iran are not material to its overall
business. [

August 14, 2006

Page 3

                                                                                ] CIBC may engage from time to time in de minimis levels of general banking business in
transactions involving these countries. CIBC does not have any current intent to expand or
contract its contacts with Iran or Cuba in any material way. However, CIBC continually evaluates
the legal and reputational risk associated with doing business directly and indirectly with
entities located in Iran and Cuba.

These small numbers demonstrate that, from a quantitative standpoint, CIBC’s dealings with Iran and
Cuba are not material.

Qualitative Analysis

In addition from a qualitative perspective, CIBC’s contacts with Iran and Cuba are not material.

As noted above, CIBC has no physical presence or employees located in Cuba or Iran. CIBC does not
have any branches or other offices, subsidiaries or affiliates located in or organized in either
Cuba or Iran. Under CIBC’s sanctions policy, CIBC’s U.S. offices and affiliates do not generally
participate in transactions involving Iranian or Cuban entities or persons, nor generally do any
CIBC employees who are U.S. citizens or residents participate in transactions in CIBC’s non-U.S.
offices if the transactions involve Iranian or Cuban entities or persons (with the exception of
U.S. legal staff who advise only as to legality). Through its non-U.S. offices and affiliates,
CIBC does very limited business involving Iran and Cuba.

Under CIBC’s sanctions policy, all transactions involving any connection to Iran or Cuba are
reviewed for compliance with applicable U.S. and Canadian sanctions law as part of CIBC’s
reputational and legal risk policy and procedures. For example, CIBC verifies through OFAC’s
licensing hotline the existence and legitimacy of purported OFAC licenses presented to CIBC. In
addition, participants in such transactions are subject to CIBC’s robust anti-money laundering and

August 14, 2006

Page 4

terrorist financing compliance program and know-your-customer procedures. CIBC reviews and
monitors such transactions not only for sanctions compliance but also for terrorist financing. [

]

With respect to qualitative factors that a reasonable investor would deem important in making an
investment decision, we note that CIBC is a company organized in and with its principal offices in
Canada. CIBC is a foreign private issuer and the majority of its holders of record are not
residents of the U.S. Furthermore, the vast majority of trading in CIBC’s common shares takes
place on the Toronto Stock Exchange.

CIBC believes that its investors would generally expect CIBC as a non-U.S. global financial
institution to do business globally including small amounts of business that may involve countries
against whom sanctions are maintained by the U.S. like other foreign banks do. CIBC further
believes that investors expect it to comply with applicable sanctions laws such as the regulations
of OFAC and the BIS to the extent applicable but also Canadian law including such laws as the
Foreign Extraterritorial Measures Act, which governs the application of certain U.S. sanctions laws
in Canada.

We believe that the Canadian Foreign Extraterritorial Measures Act (the “Act”) and the Canadian
Anti-Boycott Policy evidences public sentiment in Canada (where most of CIBC’s investors are
located) that the extraterritorial scope of U.S. sanctions law as applied to non-U.S. companies
should be limited. The Act permits the Attorney General of Canada to limit Canadian company
participation in non-Canadian sanctions. The Anti-Boycott Policy permits the Canadian government
to take action against a Canadian firm that agrees to comply with international boycotts or
sanctions imposed by other countries that are not consistent with Canadian boycotts or sanctions
where they may affect business or trade by Canadian firms or individuals.

As you note in your letter, a small number of state legislatures have passed legislation regarding
investment by their state retirement funds in companies with ties to sanctioned countries. In
contrast, the Center for Security Policy reviewed the investments of 100 large public pension funds
from 2003-2004 and noted that nearly all the funds that responded maintained investments in
companies that do business with Iran and other sanctioned countries.

Many of the laws cited as evidence of investor sentiment would not prohibit investment in CIBC. [

August 14, 2006

Page 4

]

Although the Commission has noted some interest by a limited number of state legislatures in
companies doing business in Cuba and Iran, CIBC believes that on balance that its investors would
not believe that CIBC’s dealings with Cuba and Iran were material for the reasons discussed above.
To summarize, the majority of CIBC’s investors are non-U.S. residents who would expect non-U.S.
global financial institutions to have some level of dealings with Cuba and Iran; CIBC has no
offices in and very limited dealings with Cuba and Iran; CIBC maintains a robust sanctions and AML
compliance program; many institutional investors such as public pension funds continue to invest in
companies that have dealings with Cuba or Iran; and there is Canadian legislation that
counter-balances the sentiment in the legislation cited in your letter.

For the foregoing reasons, CIBC does not believe from either a qualitative or quantitative
perspective that its operations in, or ties to, Cuba or Iran, are material. However, CIBC
continually evaluates the legal and reputational risk associated with doing business directly and
indirectly with entities located in Iran and Cuba and the materiality of that business. Should
this business ever become material, CIBC would provide additional disclosure regarding such
business.

CIBC acknowledges that it is responsible for the adequacy and accuracy of the disclosure in this
filing; that staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and that CIBC may not assert
staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Very truly yours,

K. Thomas Ko

Executive Director & Senior Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

September 23, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (416)304-5047

Mr. 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, 2004
	File Number: 001-14678

Dear Mr. McCaughey:

      We have reviewed your filing and have limited our review to
the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  In our comments, we may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

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

Form 40-F, filed on December 13, 2004

Annual Report for the year ended October 31, 2004 (Exhibit B.3(b)-
(c))

Sources of Fair Value, page 47, and Note 23 - Fair Value of
Financial
Instruments, page 140

1. We read your policy for determination of market value when
quoted
prices in an active market or suitable market proxies are not
available.  Please tell us what methods (other than observed
market
quotations or data) you use to recognize gains or losses in
income.
Include in your response the periods used for each method of
income
recognition, and quantify any deferred gains and/or losses, as
applicable, as of October 31, 2004.
2. Please tell us your methodology for calculating each of your
valuation adjustments for market, model and credit risks and for
administrative costs.
3. Please separately quantify each of these valuation reserves as
of
the balance sheet dates and analyze any significant increases or
decreases.

* * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a 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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Amanda Roberts at (202) 551-3417 or me at
(202)
551-3490 if you have questions.

Sincerely,

      Donald Walker
Senior Assistant Chief Accountant

Mr. Gerald T. McCaughey
Canadian Imperial Bank of Commerce
Page 1 of 3

</TEXT>
</DOCUMENT>