For immediate release

The Federal Reserve Board today announced its approval of the notice of Canadian Imperial Bank of Commerce, Toronto, Canada, to acquire indirectly all the voting shares of Oppenheimer Holdings, Inc., New York, New York, and thereby engage in underwriting and dealing, to a limited extent, in all types of debt and equity securities, and in certain other nonbanking activities. Attached is the Board's Order relating to this action.

Canadian Imperial Bank of Commerce Toronto, Canada Order Approving Notice to Engage in Nonbanking Activities

Canadian Imperial Bank of Commerce, Toronto, Canada ("Canadian Imperial"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), and its wholly owned subsidiary, CIBC Wood Gundy Securities Corp., New York, New York ("Wood Gundy"), have requested the Board's approval under section 4(c)(8) of the BHC Act (12 U.S.C. § 1843(c)(8)) and section 225.24 of the Board's Regulation Y (12 C.F.R. 225.24) to acquire all the voting shares of Oppenheimer Holdings, Inc., New York, New York. ("Oppenheimer"). Canadian Imperial would thereby engage in the following activities: Underwriting and dealing, to a limited extent, in all types of debt and equity securities, other than ownership interests in open-end investment companies ("bank-ineligible securities"); Extending credit, pursuant to section 225.28(b)(1) of Regulation Y (12 C.F.R. 225.28(b)(1)); Providing services related to extending credit, pursuant to section 225.28(b)(2) of Regulation Y (12 C.F.R. 225.28(b)(2)); Providing financial and investment advisory services, pursuant to section 225.28(b)(6) of Regulation Y (12 C.F.R. 225.28(b)(6)); Providing securities brokerage, private placement, riskless principal, futures commission merchant, and other transactional services pursuant to section 225.28(b)(7) of Regulation Y (12 C.F.R. 225.28(b)(7)); Underwriting and dealing in government obligations and money market instruments in which state member banks may underwrite and deal under 12 U.S.C. §§ 335 and 24(7) ("bank-eligible securities"), engaging in investing and trading activities, and buying and selling bullion and related activities, pursuant to section 225.28(b)(8) of Regulation Y (12 C.F.R. 225.28(b)(8)); and Acting as the commodity pool operator ("CPO") of certain investment funds engaged in purchasing and selling futures and options on futures on certain commodities. Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (62 Federal Register 43,532 (1997)). The time for filing comments has expired, and the Board has considered the notice and all comments received in light of the factors set forth in section 4(c)(8) of the BHC Act. Canadian Imperial, with total consolidated assets of approximately $165 billion, is the second largest banking organization in Canada. In the United States, Canadian Imperial operates a branch in Chicago, Illinois; agencies in New York, New York, Los Angeles and San Francisco, California, and Atlanta, Georgia; and a representative office in Houston, Texas. Canadian Imperial also engages through Wood Gundy in a broad range of permissible nonbanking activities in the United States and worldwide, including underwriting and dealing to a limited extent in bank-ineligible securities. Oppenheimer, with total consolidated assets of $5.2 billion, engages through its affiliates in a broad range of securities underwriting, brokerage, investment advisory, and other activities. Canadian Imperial proposes to merge Oppenheimer's broker-dealer subsidiary, Oppenheimer & Co., Inc., New York, New York ("OpCo"), with Wood Gundy. Wood Gundy is and, following the proposed merger with OpCo, will continue to be a broker-dealer registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act") (15 U.S.C. § 78a et seq.) and a member of the National Association of Securities Dealers ("NASD"). Accordingly, Wood Gundy is and will remain subject to the recordkeeping and reporting obligations, fiduciary standards, and other requirements of the 1934 Act, the SEC, and the NASD. Following the proposed merger, Wood Gundy also would be registered as a CPO with the Commodity Futures Trading Commission ("CFTC") and would be subject to the recordkeeping and reporting obligations, fiduciary standards, and other requirements of the Commodity Exchange Act (7 U.S.C. § 2 et seq.) and the CFTC. Underwriting and Dealing Activities The Board has determined -- subject to the framework of prudential limitations to address the potential for conflicts of interests, unsound banking practices, or other adverse effects -- that the proposed activities of underwriting and dealing in bank-ineligible securities are so closely related to banking as to be a proper incident thereto within the meaning of section 4(c)(8) of the BHC Act. The Board also has determined that conduct of the proposed activities is consistent with section 20 of the Glass-Steagall Act (12 U.S.C. § 377), provided that the company engaged in underwriting and dealing activities derives no more than 25 percent of its gross revenues from underwriting and dealing in bank-ineligible securities over a two-year period. CIBC has committed that Wood Gundy will conduct its bank-ineligible securities underwriting and dealing activities subject to the Board's 25-percent revenue limit. Other Activities Approved by Regulation or Order The Board previously has determined by regulation that the proposed credit and credit-related activities; financial and investment advisory services; securities brokerage, riskless principal, private placement, futures commission merchant, and other transactional activities; bank-eligible underwriting and dealing, investment and trading, and buying and selling of bullion and related activities to be conducted by Canadian Imperial after its acquisition of Oppenheimer are closely related to banking within the meaning of section 4(c)(8) of the BHC Act. In addition, the Board previously has determined by order that a bank holding company may serve as the CPO of private investment funds. Canadian Imperial has committed to conduct each of these activities in accordance with the BHC Act, Regulation Y, and the relevant Board interpretations and orders. Proper Incident to Banking Standard In order to approve the proposal, the Board also must determine that the proposed activities are a proper incident to banking, that is, that the proposed transaction "can reasonably be expected to produce benefits to the public . . . that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound banking practices." As part of its evaluation of these factors, the Board considers the financial condition and managerial resources of the notificant and its subsidiaries and the effect the transaction would have on such resources. In considering the financial resources of the notificant, the Board has reviewed the capitalization of Canadian Imperial and Wood Gundy in accordance with the standards set forth in the Section 20 Orders. The Board finds the capitalization of each to be consistent with approval of the proposal. The Board's determination is based on all the facts of record, including Canadian Imperial's projections of the volume of Wood Gundy's underwriting and dealing activities in bank-ineligible securities. The Board also has reviewed the managerial resources of each of the entities involved in this proposal. The Board has reviewed these resources in light of examination reports and the Board's supervisory experience with Canadian Imperial and Wood Gundy. The Board also has considered that Canadian Imperial has established policies and procedures to ensure compliance with this order and the Section 20 Orders, including computer, audit, and account systems, internal risk management controls, and the necessary operational and managerial infrastructure. On the basis of these and all the facts of record, including the commitments provided in this case and the proposed managerial structure and risk management systems of Wood Gundy, the Board has concluded that financial and managerial considerations are consistent with approval of the notice. The Board has carefully considered the competitive effects of the proposed acquisition. Canadian Imperial represents that there are few overlaps in the services provided by Wood Gundy and Oppenheimer: Wood Gundy specializes in offering and underwriting and dealing in debt products, while OpCo's business has been focused primarily on equity research and underwriting. To the extent that Wood Gundy and Oppenheimer offer different types of products, the proposed acquisition would result in no loss of competition. In those markets in which Wood Gundy's and Oppenheimer's product offerings do overlap, there are numerous existing and potential competitors. Consummation of the proposal, therefore, would have a de minimis effect on competition in the market for these services, and the Board has concluded that the proposal would not result in any significantly adverse competitive effects in any relevant market. As noted above, Canadian Imperial has committed that, following the proposed acquisition, Wood Gundy will conduct its bank-ineligible securities underwriting and dealing activities in accordance with the prudential framework established by the Board's Section 20 Orders. Under the framework and conditions established in this order and the Section 20 Orders, and based on all the facts of record, the Board concludes that Wood Gundy's proposed underwriting and dealing activities in bank-ineligible securities are not likely to result in significantly adverse effects that would outweigh the public benefits. Similarly, the Board finds no evidence that Wood Gundy's proposed riskless principal, private placement, and other nonbanking activities -- conducted under the framework and conditions established in this order and Regulation Y -- would likely result in any significantly adverse effects that would outweigh the public benefits of the proposal. The Board expects that the proposed acquisition would provide added convenience to customers of both Canadian Imperial and Oppenheimer. Canadian Imperial has indicated that the acquisition would expand the range of products and services available to its customers and those of Oppenheimer. Canadian Imperial also has stated that the proposed transaction would result in operational efficiencies that would allow it to become a more effective competitor. Based on all the facts of record, the Board has determined that performance of the proposed activities by Canadian Imperial can reasonably be expected to produce public benefits. Accordingly, the Board has determined that performance of the proposed activities by Canadian Imperial is a proper incident to banking for purposes of section 4(c)(8) of the BHC Act. Conclusion On the basis of all the facts of record, the Board has determined that the notice should be, and hereby is, approved, subject to all the terms and conditions in this order and the Section 20 Orders, as modified by the Modification Orders. The Board's approval of the proposal extends only to activities conducted within the limitations of those orders and this order, including the Board's reservation of authority to establish additional limitations .to ensure that Wood Gundy's activities are consistent with safety and soundness, avoidance of conflicts of interests, and other relevant considerations under the BHC Act. Underwriting and dealing in any manner other than as approved in this order and the Section 20 Orders (as modified by the Modification Orders) is not within the scope of the Board's approval and is not authorized for Wood Gundy. The Board's determination is subject to all the terms and conditions set forth in Regulation Y, including those in sections 225.7 and 225.25(c) of Regulation Y (12 C.F.R. 225.7 and 225.25(c)), and to the Board's authority to require such modification or termination of the activities of a bank holding company or any of its subsidiaries as the Board finds necessary to ensure compliance with, and to prevent evasion of, the provisions of the BHC Act and the Board's regulations and orders issued thereunder. The Board's decision is specifically conditioned on compliance with all the commitments made in connection with this notice, including the commitments discussed in this order, and the conditions set forth in this order and the above-noted Board regulations and orders. These commitments and conditions are deemed to be conditions imposed in writing by the Board in connection with its findings and decision, and, as such, may be enforced in proceedings under applicable law. The proposal shall not be consummated later than three months after the effective date of this order, unless such period is extended for good .cause by the Board or by the Federal Reserve Bank of New York, acting pursuant to delegated authority.

By order of the Board of Governors,11 effective October 27, 1997. (signed) Jennifer J. Johnson Jennifer J. Johnson Deputy Secretary of the Board

Footnotes 1 Asset data are as of April 30, 1997, and are based on the exchange rate applicable on that date. 2 Ranking data are as of December 31, 1995. 3 Oppenheimer currently engages in certain insurance and real estate activities, and controls, either by itself or through certain joint venture relationships, several limited partnerships that invest in debt and equity securities beyond the levels permissible for bank holding companies. Canadian Imperial has committed to conform the activities, investments, and relationships of Oppenheimer and its subsidiaries to those permissible for bank holding companies under section 4 of the BHC Act within two years of acquiring Oppenheimer. Canadian Imperial also has committed to cease selling new insurance policies and annuities and to cease making new real estate investments that would be impermissible for bank holding companies under the BHC Act within six months and one year, respectively, of consummation of the proposed acquisition. 4 See J.P. Morgan & Co. Incorporated, et al., 75 Federal Reserve Bulletin 192 (1989), aff'd sub nom. Securities Industries Ass'n v. Board of Governors of the Federal Reserve System, 900 F.2d 360 (D.C. Cir. 1990); Citicorp, et al., 73 Federal Reserve Bulletin 473 (1987), aff'd sub nom. Securities Industry Ass'n v. Board of Governors of the Federal Reserve System, 839 F.2d 47 (2d Cir. 1988), cert. denied, 486 U.S. 1059 (1988); as modified by Review of Restrictions on Director, Officer and Employee Interlocks, Cross-Marketing Activities, and the Purchase and Sale of Financial Assets Between a Section 20 Subsidiary and an Affiliated Bank or Thrift, 61 Federal Register 57,679 (1996), and Amendments to Restrictions in the Board's Section 20 Orders, 62 Federal Register 45,295 (1997) (collectively, "Section 20 Orders"). 5 Compliance with the revenue limitation shall be calculated in accordance with the method stated in the Section 20 Orders, as modified by the Order Approving Modifications to the Section 20 Orders, 75 Federal Reserve Bulletin 751 (1989), and 10 Percent Revenue Limit on Bank-Ineligible Activities of Subsidiaries of Bank Holding Companies Engaged in Underwriting and Dealing in Securities, 61 Federal Register 48,953 (1996), and Revenue Limit on Bank-Ineligible Activities of Subsidiaries of Bank Holding Companies Engaged in Underwriting and Dealing in Securities, 61 Federal Register 68,750 (1996) (collectively, "Modification Orders"). 6 Wood Gundy may provide services that are necessary incidents to the proposed underwriting and dealing activities. Unless Canadian Imperial receives specific approval under section 4(c)(8) of the BHC Act to conduct the activities independently, Wood Gundy must treat any revenues from the incidental activities as ineligible revenues subject to the Board's revenue limitation. 7 See 12 C.F.R. 225.28(b)(1), (2), (6), (7), and (8). 8 See The Bessemer Group, Inc., 82 Federal Reserve Bulletin 569 (1996). 9 See 12 U.S.C. § 1843(c)(8). 10 See 12 C.F.R. 225.26; see also The Fuji Bank, Limited, 75 Federal Reserve Bulletin 94 (1989); Bayerische Vereinsbank AG, 73 Federal Reserve Bulletin 155 (1987). 11 Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Kelley and Meyer. Absent and not voting: Governor Phillips.

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1997 Orders on banking applications