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EXTRACT FROM THE MINUTES OF A MEETING OF THE MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CANADIAN IMPERIAL BANK OF COMMERCE HELD ON

Executive Compensation Plan Agreement

EXTRACT FROM THE MINUTES OF A MEETING OF THE MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CANADIAN IMPERIAL BANK OF COMMERCE HELD ON | Document Parties: Canadian Imperial Bank of Commerce | NBA/XtraCash ATM, Inc | Vanguard Fiduciary Trust Company You are currently viewing:
This Executive Compensation Plan Agreement involves

Canadian Imperial Bank of Commerce | NBA/XtraCash ATM, Inc | Vanguard Fiduciary Trust Company

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Title: EXTRACT FROM THE MINUTES OF A MEETING OF THE MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CANADIAN IMPERIAL BANK OF COMMERCE HELD ON
Date: 12/13/2005
Industry: Regional Banks     Sector: Financial

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Exhibit 99.3

EXTRACT FROM THE MINUTES OF A MEETING OF THE MANAGEMENT
RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF CANADIAN IMPERIAL BANK OF COMMERCE HELD ON JANUARY
31, 2001

     WHEREAS, Canadian Imperial Bank of Commerce (the “Company”) maintains the CIBC World Markets Retirement Plan for U.S. Employees (the “DB Plan”) and the CIBC World Markets Incentive Savings Plan for U.S. Employees (the “DC Plan”) (collectively the “Plans”) for the benefit of eligible employees, and the assets of the DC Plan are presently held in trust pursuant to the trust agreement effective January 1, 1999, between the Company and Vanguard Fiduciary Trust Company (“Vanguard”) as that agreement may be amended from time to time, under which Vanguard serves as trustee;

     WHEREAS, XtraCash ATM, Inc. maintains the NBA/XtraCash ATM, Inc 401 (k) Plan (the “NBA Plan”) for the benefit of eligible employees, the assets of which are presently held under a trust agreement pursuant to the NBA Plan, under which Mark Leibowitz, Glenn Reph, and Harold Miller are the named trustees, with assets held by MassMutual — The Blue Chip Company (“MassMutual”);

     WHEREAS, XtraCash ATM, Inc. became a participating employer in the DC Plan on January 1, 2001, and an “Employer” within the meaning of Appendix A of the DC Plan; and

     WHEREAS, the Management Resources & Compensation Committee (the “MRCC”) of the Company has been delegated the authority to both amend the Plans and to delegate its authority to amend the Plans; and

     WHEREAS, the MRCC, acting on behalf of the Company, has determined to merge the NBA Plan with and into the DC Plan effective April 2, 2001, and to amend the DC Plan, in the form of Amendment 2000-1 to the DC Plan attached hereto, to provide for the merger of the NBA Plan with and into the DC Plan, effective April 2, 2001; and

     WHEREAS, the MRCC desires to delegate to the Chairman of the Board of Directors of the Company (the “Chairman”) or his designate the authority to amend the Plans to effect plan mergers or transfers of assets and to make all amendments to the Plans that he deems necessary or desirable to implement such mergers or transfers of assets and to ensure the Plans’ continued qualification or proper operation, so long as the merger or transfer will NOT either (i) materially alter the benefit formula applicable to existing CIBC employees or (ii) materially alter the financial health or status of the existing CIBC plans.

     NOW THEREFORE BE IT:

     RESOLVED, that, effective April 2, 2001, the NBA Plan and trust shall be merged with and into the DC Plan and trust; and further

     RESOLVED, that Amendment 2001-1 to the DC Plan is hereby approved in the form attached hereto; and further

 


 

     RESOLVED, that all agreements with MassMutual shall terminal and all assets shall be in the custody of Vanguard; and further

     RESOLVED, that the Chairman or his designate is hereby, authorized and directed, in the name and on behalf of the MRCC, to take any and all action he deems necessary, convenient or appropriate to effectuate the foregoing resolutions; and further

     RESOLVED, that Amendment 2001-1 to the DB Plan is hereby approved in the form attached hereto; and further

     RESOLVED, that the MRCC hereby delegates, to the Chairman or his designate, on an ongoing basis, the authority to amend each of the Plans to effect any plan mergers or transfers of assets with or between such Plan and any other plan that the Chairman or his designate determines, in his discretion, should be done and to make all amendments to such Plan, and to take any other steps, that he deems necessary or desirable to implement such mergers or transfers of assets, so long as the merger or transfer will NOT either (i) materially alter the benefit formula applicable to existing CIBC employees or (ii) materially alter the financial health or status of the existing CIBC plans, and to ensure the Plan’s continued qualification or proper operation.

I HEREBY CERTIFY that the foregoing is a true and complete copy of a resolution passed by the Management Resources and Compensation Committee of the Board of Directors of Canadian Imperial Bank of Commerce at a meeting held on Wednesday, January 31, 2001, and that such resolution is in full force and effect on the date hereof, unamended.

Dated at Toronto, Ontario this 13th day of February, 2001.

 

 

 

/s/ Paul T. Fisher

 

Paul T. Fisher

 

 

Corporate Secretary

 

 

 


 

EXTRACT FROM THE MINUTES OF A MEETING OF THE MANAGEMENT
RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF CANADIAN IMPERIAL BANK OF COMMERCE HELD ON JANUARY
31, 2001

     Pursuant to the provisions of the CIBC World Markets Incentive Savings Plan for U.S. Employees (the “Plan”) regarding plan amendments, and notwithstanding any other provision in the Plan to the contrary, the Board of Directors of Canadian Imperial Bank of Commerce hereby amends the Plan as follows:

     1. Effective April 2, 2001, the assets and liabilities of the NBA/XtraCash ATM, Inc. 401(k) Plan (the “NBA Plan”) are hereby merged with and into the Plan.

     2. Effective April 2, 2001, the following subsection (e) shall be added to section 6.01 of the Plan:

     “(e) an “NBA/XtraCash Transfer Account” which will refl


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