Canadian Imperial Bank of Commerce/CAN – ‘SC 13D/A’ on 5/14/04 re: Global Payments Inc – EX-7

On:  Friday, 5/14/04, at 4:00pm ET   ·   Accession #:  893750-4-262   ·   File #:  5-61363

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 4                           5     25K 
 2: EX-6        Underwriting Agreement                                55    191K 
 3: EX-7        Opinion re: Liquidation Preference                    46    186K 
 4: EX-8        Opinion re: Tax Matters                               15     51K 
 5: EX-9        Voting Trust Agreement                                 6     28K 

EX-7   —   Opinion re: Liquidation Preference
Exhibit Table of Contents

EX-7
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                                                                   Exhibit 7

MASTER TERMS AND CONDITIONS FOR COLLAR TRANSACTIONS 
BETWEEN CITIBANK, N.A. AND CIBC INVESTMENTS LIMITED 

The purpose of this Master Terms and Conditions for Collar  
Transactions (the "Master Confirmation"), dated as of May 11, 2004, is to set   
forth certain terms and conditions for collar transactions that CIBC            
Investments Limited ("Counterparty") will enter into with Citibank, N.A.        
("Citibank"). Each such transaction (a "Transaction") entered into between      
Citibank and Counterparty that is to be subject to this Master Confirmation     
shall be evidenced by a supplemental written confirmation substantially in the  
form of Exhibit A hereto, with such modifications thereto as to which           
Counterparty and Citibank mutually agree (a "Supplemental Confirmation"). This  
Master Confirmation and each Supplemental Confirmation together constitute a    
"Confirmation" as referred to in the Agreement specified below.                 

1. The definitions and provisions contained in the 2000 ISDA
Definitions (and Annex thereto) (the "2000 Definitions") and the 2002 ISDA      
Equity Derivatives Definitions (the "2002 Definitions"), as published by the    
International Swaps and Derivatives Association, Inc., are incorporated into    
this Master Confirmation. In the event of any inconsistency between the 2000    
Definitions and the 2002 Definitions, the 2002 Definitions will govern. In the  
event of any inconsistency between the 2000 Definitions, the 2002 Definitions   
or the Agreement (defined below), on the one hand, and this Master              
Confirmation, on the other hand, this Master Confirmation will govern for       
purposes of the Transactions hereunder. In the event of any inconsistency       
between the 2000 Definitions, the 2002 Definitions, the Agreement or this       
Master Confirmation, on the one hand, and a Supplemental Confirmation, on the   
other hand, the Supplemental Confirmation will govern for purposes of the       
Transaction to which such Supplemental Confirmation relates. With respect to    
any Transaction, capitalized terms used herein that are not otherwise defined   
shall have the meaning assigned to them in the Supplemental Confirmation        
relating to such Transaction. For purposes of the 2002 Definitions, each        
Transaction shall be a "Share Option Transaction" thereunder.                   

        2. This Master Confirmation and a Supplemental Confirmation evidence
a complete binding agreement between you and us as to the terms of the          
Transaction to which this Master Confirmation and such Supplemental             
Confirmation relate. In lieu of negotiating an ISDA Master Agreement and        
Schedule, you and we hereby agree that an agreement in the form of the ISDA     
Master Agreement (Multicurrency--Cross Border) (the "ISDA Agreement") as        
published by ISDA in 1992, without any Schedule attached thereto, but           
containing all elections, modifications and amendments to the ISDA Agreement    
contained herein (as so supplemented, the "Agreement"), shall be deemed to      
have been executed by both of us on the date hereof. A copy of the ISDA         
Agreement has been, or promptly after the date hereof will be, delivered to     
you. This Master Confirmation and each Supplemental Confirmation, as well as    
any other Confirmation between us (unless otherwise specified in such           
Confirmation) shall supplement, form a part of, and be subject to such          
Agreement. All provisions contained in, or incorporated by reference to, the    
Agreement shall govern the Transactions referenced in this Master               
Confirmation, as well as all other Transactions between the parties heretofore  
or hereafter issued or entered into, except as expressly modified herein or     
therein.                                                                        

Each party will make each payment specified in this Master    
Confirmation or a Supplemental Confirmation as being payable by such party,     
not later than the due date for value on that date in the place of the account  
specified below or otherwise specified in writing, in freely transferable       
funds and in a manner customary for payments in the required currency.          

     THIS MASTER CONFIRMATION AND EACH SUPPLEMENTAL CONFIRMATION WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW       
YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO           
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF  
NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN   
CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE      
LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE  
COURTS.                                                                         

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3. SUPPLEMENT CONFIRMATIONS:                                

    Each Transaction to which a Supplemental Confirmation relates is a
collar transaction, which consists of a Call option (the "Call") and a Put      
option (the "Put"), the terms of which include:                                 

GENERAL TERMS:                                                                  

Trade Date:                   As provided in the relevant Supplemental          
Confirmation.       

Option Style:                 European                                          

Issuer:                       Global Payments Inc.                              

Shares:                       The common stock, no par value, of the Issuer     
                     (Symbol:  GPN), or security  entitlements
in respect thereof. 

Components:                   Each Transaction shall consist of 20 individual   
                          Components, each with the terms and conditions
                            as set forth in this Master Confirmation and the
                      Supplemental Confirmation relating to such
                          Transaction. The payments and deliveries to be
                           made upon settlement of each Transaction and in
                      respect of any Early Termination Event (as
                         defined below) shall be determined separately
                          for each Component as if such Component were a
 separate Transaction.

Number of Options:            As provided in the relevant Supplemental          
Confirmation.       

Initial Share Price:          As provided in the relevant Supplemental          
Confirmation.       

Premium:                      As provided in the relevant Supplemental          
Confirmation.       

Exchange:                     New York Stock Exchange                           

Related Exchanges:            All Exchanges                                     

Collar Seller                                                                   
(Put seller/Call buyer):      Citibank                                          

Collar Buyer                                                                    
(Put buyer/Call seller):      Counterparty                                      

Put Strike Price:             As provided in the relevant Supplemental          
                       Confirmation; provided that if the Relevant
                          Price is greater than such price but less than
                       the Call Strike Price, the Put Strike Price
        shall be the Relevant Price.

Call Strike Price:            As provided in the relevant Supplemental          
Confirmation.       

Collar Seller's Telephone     Telephone: 212 723 7357                           
and Facsimile Number for                                                        
the purpose of giving notice: Facsimile: 212 723 8328                           

Collar Buyer's Telephone and  Telephone:  416-594-8050                          
Facsimile Number for the                                                        
purpose of giving notice:     Facsimile:  416-594-8224                          

PROCEDURE FOR EXERCISE:                                                         

Expiration Date:              With respect to each Component, the date as       
                 provided in the relevant Supplemental
                           Confirmation; provided that if any such date is
a                   

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                      Disrupted Day, the Expiration Date will be
                            adjusted in accordance with the terms hereof (as
                if such date were a Valuation Date).

Automatic Exercise:           Applicable; provided that "In-the-Money" means    
                        either the Relevant Price is greater than or
                          equal to the Call Strike Price (the Call is in
                            the money) or the Relevant Price is less than or
                            equal to the Put Strike Price (the Put is in the
money).             

VALUATION:                                                                      

Valuation Date:               With respect to each Component, the Expiration    
                          Date for such Component; provided that if such
                          day is a Disrupted Day, the Valuation Date for
                     the relevant Component shall be the first
                            succeeding Scheduled Trading Day that is neither
                           a Disrupted Day nor a Valuation Date in respect
                 of any other Component under the same
                           Transaction or any other Transaction under this
                           Master Confirmation; provided, further, that if
                           the Valuation Date has not occurred pursuant to
                            the preceding proviso as of the Final Disruption
                          Date for such Component, that Final Disruption
                          Date shall be the Valuation Date (irrespective
                      of whether such day is a Valuation Date in
                         respect of any other Component under the same
                           Transaction or any other Transaction under this
                            Master Confirmation) and the Settlement Price or
                       Relevant Price, as applicable, shall be the
                            price determined by the Calculation Agent in its
discretion.         

Valuation Time:               At the close of trading in respect of regular     
                            trading hours on the Exchange, without regard to
                           extended trading hours on the Exchange, if any.

Final Disruption Date:        With respect to any Component, the fifth          
                           Scheduled Trading Day immediately following the
                       Expiration Date initially scheduled for the
                final Component of such Transaction.

Market Disruption:            Notwithstanding Section 6.3(a) of the 2002        
                            Definitions, "Market Disruption Event" means the
                    occurrence or existence of (i) a Trading
                            Disruption, (ii) an Exchange Disruption or (iii)
                     an Early Closure, if, in the commercially
                            reasonable determination of Citibank, such event
is material.        

                 Citibank shall, as soon as reasonably
                           practicable under the circumstances, notify the
                    other party of the existence of a Market
                        Disruption Event on any day that but for the
                          occurrence or existence of a Market Disruption
                   Event would have been a Valuation Date.

SETTLEMENT TERMS:                                                               

Settlement Method Election:   Applicable; provided that notwithstanding         
                anything to the contrary in the 2002
                          Definitions, the notice of such election shall
                        be in writing and be given no later than the
                        Settlement Method Election Date and that the
                          same Settlement Method Election shall apply to
                      all Components under the same Transaction;
                          provided further, that after such election, if
                           Citibank determines that there is a substantial
                      likelihood that the Conditions to Physical
                           Settlement will not be satisfied on or prior to
                            the Settlement Date for any Component under such
                           Transaction, the Calculation Agent shall notify
                           the parties of such determination, and Citibank
                         shall use commercially reasonable efforts, in
                          cooperation with Counterparty, to transfer and
                   assign its rights and obligations under

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                         such Transaction to another leading dealer in
                         equity derivatives identified by Citigroup or
                          Counterparty. If Citibank is unable after such
                       efforts, for any reason (including, for the
                         avoidance of doubt, for the reason that other
                         leading dealers in equity derivatives to whom
                          Citibank offered to so transfer and assign its
                         rights and obligations under such Transaction
                   determined that there was a substantial
                      likelihood that the Conditions to Physical
                            Settlement would not be satisfied on or prior to
                            the Settlement Date for any Component under such
                      Transaction) to effect such transfer at no
                            additional cost to Citibank, then Citibank shall
                 be entitled, but not required, in its
                        discretion, to deem that Physical Settlement
                        shall not apply and Cash Settlement shall be
           applicable to such Transaction.

Electing Party:               Counterparty                                      

Settlement Method                                                               
Election Date:                With respect to any Transaction hereunder, no     
                           less than 5 Scheduled Trading Days prior to the
                      first Expiration Date with respect to such
Transaction.        

Default Settlement Method:    Physical Settlement.                              

Settlement Price for                                                            
Physical Settlement:          The Call Strike Price if the Call is in the       
                          money or the Put Strike Price if the Put is in
                         the money; provided that if the Open Price on
                            the Valuation Date with respect to any Component
                         under any Transaction is greater than the Put
                         Strike Price for such Transaction (determined
                           without regard to the proviso thereto) but less
                            than the Call Strike Price for such Transaction,
                        the Settlement Price for Physical Settlement
                            with respect to such Component shall be the VWAP
                           Price on such Valuation Date minus the Physical
Settlement Amount.  

Open Price:                   On any day, the opening price of the Shares on    
                     the Exchange on such day, as displayed on
                           Bloomberg Page "[N]" (or any successor thereto)
                            for the Issuer, as determined by the Calculation
Agent.              

VWAP Price:                   On any day, the "Volume Weighted Average Price"   
                            per Share on such day, as displayed on Bloomberg
                         Page "AQR" (or any successor thereto) for the
                            Issuer with respect to the period from 9:30 a.m.
                          to 4:00 p.m. (New York City time) on such day,
                   as determined by the Calculation Agent.

Physical Settlement Amount:   USD0.10; provided that, if requested by           
                        Counterparty, Citibank will use commercially
                      reasonable efforts to engage a third party
                        broker to guarantee to Citibank execution of
                            short sales of Shares at a per share discount to
                          the daily VWAP Price of less than USD0.10, and
                      if Citibank is so able to so engage such a
                       broker and such engagement would be, in the
                            reasonable determination of Citibank upon advice
                          of counsel, in compliance with applicable law,
                        Citibank shall so engage such broker and the
                       Physical Settlement Amount shall be the per
                     share discount to the daily VWAP Price so
      guaranteed by such broker.

Settlement Currency:          USD                                               

Conditions to Physical                                                          
Settlement:                   It shall be a condition to Counterparty's right   
                            to elect Physical Settlement for any Transaction
                    that any Shares delivered to Citibank in

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                          connection with such Physical Settlement shall
                          be Shares that Citibank or its affiliates will
                          be able to deliver in freely tradeable form to
                        securities lenders from whom Citibank or its
                        affiliates borrowed securities in connection
                      with Citibank's hedge of such Transaction.
                            Neither Counterparty nor Citibank has any reason
                          to believe that, as of the date of this Master
                   Confirmation, there is any current law,
                            regulation or administrative interpretation that
                   would result in any Shares not being so
deliverable.        

Representation and                                                              
Agreement:                    Section 9.11 of the 2002 Equity Definitions       
                           shall be applicable; provided that requirements
                            set forth in clauses (i) and (v) of Section 9.11
                   of the 2002 Equity Definitions shall be
                    considered satisfied if the Condition to
             Physical Settlement is satisfied.

DIVIDENDS:                                                                      

Extraordinary Dividend:       Any dividend that differs from the Assumed        
Dividend Level.     

Assumed Dividend Level:       USD0.00 per share per quarter.                    

SHARE ADJUSTMENTS:                                                              

Method of Adjustment:         Calculation Agent Adjustment; provided that, in   
                           addition to the terms of Section 11.2(c) of the
                            2002 Definitions, the Calculation Agent may also
                   adjust to account solely for changes in
                           volatility, expected dividends, stock loan rate
                         or liquidity relevant to the Shares or to the
                          Transaction; provided, further, that following
                         the payment of an Extraordinary Dividend, the
                   adjustments to the payment terms of the
                        Transaction may include, without limitation,
                            requiring a payment from one party to another to
                   be made at the time of such adjustment.

Potential Adjustment Event:   (i) Sections 11.2(e)(iv) and (v) of the 2002      
                   Definitions are hereby deleted. Section
                          11.2(e)(vii) of the 2002 Definitions is hereby
restated as follows:

                            "(vii) any event that may have a material effect
                       on the theoretical value of the Shares or a
Transaction."       

                (ii) For the avoidance of doubt, any
                            Extraordinary Dividend for which the ex-dividend
                          date occurs on or subsequent to the Trade Date
                  shall be a Potential Adjustment Event.

                           (iii) If any event occurs that constitutes both
                      a Potential Adjustment Event under Section
                        11.2(e)(ii)(C) of the 2002 Definitions and a
                            Spin-off as described below, it shall be treated
                          hereunder as a Spin-off and not as a Potential
Adjustment Event.   

WHERE:              

                        "Spin-off" means, a distribution of Spin-off
                          Shares to holders of the Shares (the "Original
Shares").           

                       "Spin-off Shares" means, ordinary or common
                       shares of a subsidiary of the Issuer or any
                        other corporation in which the Issuer has an
                           equity investment (the "Spin-off Company") that
                        are, or that as of the ex-dividend date of a
                     distribution of such shares to holders of
                    Shares, are scheduled promptly to be (i)
                   publicly quoted, traded or listed on an

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                     exchange or quotation system and (ii) not
                      subject to any currency exchange controls.

Consequences of Spin-offs:    As of the ex-dividend date of a Spin-off, (i)     
                           "Shares" shall mean the Original Shares and the
                        Spin-off Shares; (ii) each Transaction shall
                 continue but as a Share Basket Option
                         Transaction with a Number of Baskets equal to
                         the Number of Options prior to such Spin-off,
                         and each Basket shall consist of one Original
                        Share and a number of Spin-off Shares that a
                        holder of one Original Share would have been
                           entitled to receive in such Spin-off; and (iii)
                 the Calculation Agent shall make such
                            adjustments to the exercise, settlement, payment
                         or any other terms of each Transaction as the
                       Calculation Agent determines appropriate to
                   account for the economic effect on each
                            Transaction of such Spin-off (including, without
                          limitation, adjustments to account for changes
                         in volatility, expected dividends, stock loan
                          rate or liquidity relevant to the Shares or to
                          the Transactions), which may, but need not, be
                        determined by reference to the adjustment(s)
                          made in respect of such Spin-off by an options
                            exchange to options on the Shares traded on such
                           options exchange. As of the ex-dividend date of
                          any subsequent Spin-off, the Calculation Agent
                            shall make adjustments to the composition of the
                         Basket and other terms of each Transaction in
                     accordance with the immediately preceding
                         sentence. The Calculation Agent shall provide
                           prompt notice of any adjustment(s), including a
                 schedule or other reasonably detailed
                          explanation of the basis for and determination
of each adjustment. 

EXTRAORDINARY EVENTS:                                                           

Consequences of Merger Events:                                                  

(a) Share-for-Share:          Modified Calculation Agent Adjustment             

(b) Share-for-Other:          Cancellation and Payment (Calculation Agent       
Determination)      

(c) Share-for-Combined:       Component Adjustment                              

Tender Offer:                 Applicable                                        

Consequences of Tender Offers:                                                  

(a) Share-for-Share:          Modified Calculation Agent Adjustment             

(b) Share-for-Other:          Cancellation and Payment (Calculation Agent       
Determination)      

(c) Share-for-Combined:       Component Adjustment                              

Composition of Combined                                                         
Consideration:                Not Applicable                                    

Nationalization, Insolvency                                                     
or De-Listing:                Negotiated Close-out                              

Additional Disruption Events:                                                   

Change in Law:                   Applicable                                 

Hedging Disruption:              Applicable                                 

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Increased Cost of Hedging:       Applicable                                 

Loss of Stock Borrow:            Applicable; provided that the phrase "at a 
                                  rate equal to or less than the Maximum Stock
                                Loan Rate" at the end of the definition of
                            Loss of Stock Borrow shall be deleted.

Maximum Stock Loan Rate:         Not Applicable                             

Increased Cost of                                                           
Stock Borrow:                    Applicable                                 

Initial Stock Loan Rate:         25 basis points                            

Hedging Party:                   Citibank                                   

Determining Party:            Citibank                                          

ACKNOWLEDGMENTS:                                                                

Non-Reliance:                 Applicable                                        

Agreements and Acknowledg-                                                      
ments Regarding Hedging                                                         
Activities:                   Applicable                                        

Additional Acknowledgments:   Applicable                                        

ADDITIONAL TERMINATION EVENT:                                                   

  By notice to Citibank at any time, Counterparty may declare an
Additional Termination Event to occur with respect to which any Transaction or  
Transactions hereunder specified by Counterparty will be the Affected           
Transaction or Transactions and Counterparty will be the sole Affected Party.   
Notwithstanding Section 6 of the Agreement, (i) an Early Termination Date with  
respect to such Additional Termination Event shall occur on the fifth Exchange  
Business Day following the day on which such notice is received by Citibank     
and (ii) Citibank's Loss upon such termination of such Transaction or           
Transactions shall be determined by the Calculation Agent.                      

ADDITIONAL ADJUSTMENT EVENT:                                                    

     If (i) on November 15, 2004, Citibank and its affiliates have not
sold in the aggregate at least 6,000,000 Underwritten Hedge Securities and      
Additional Hedge Securities (each as defined in the Underwriting Agreement      
dated as of May 11, 2004 among Citigroup Global Markets Inc. and CIBC World     
Markets Corp., as Representatives (as defined therein) of the several           
Underwriters (as defined therein), Citibank, Counterparty and the Issuer (as    
amended from time to time, the "Underwriting Agreement")) pursuant to the       
Registration Statement (as defined in the Underwriting Agreement) and (ii)      
there are not at least 20 Exchange Business Days on which no Prospectus         
Unavailability Event (as defined below) has occurred and is continuing during   
the period from and after May 24, 2004 to and including November 15, 2004,      
then, (x) the Number of Options for each Transaction hereunder will be          
multiplied by a fraction, the numerator of which is the total number of the     
Underwritten Hedge Securities and Additional Hedge Securities sold by Citibank  
or its affiliates pursuant to the Registration Statement and the denominator    
of which is 6,000,000 and (y) the Put Strike Price and the Call Strike Price    
for each Transaction hereunder will be adjusted by the Calculation Agent to     
account for any gain realized or loss incurred by Citibank in repurchasing a    
number of Shares to arrive at the economically appropriate aggregate initial    
hedge position for Citibank in respect of all Transactions under this Master    
Confirmation; provided that notwithstanding any such adjustment, the Call       
Strike Price for each Transaction shall always be at least 10 percent greater   
than the Put Strike Price for such Transaction. "Prospectus Unavailability      
Event" means, on any date, any of the following: (A) Davis Polk & Wardwell,     
counsel to Citibank, in its professional judgment, would be unable to provide   
on such date an opinion to Citibank and the Underwriters relating to the        
matters                                                                         

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described in Section 6(g) of the Underwriting Agreement, in form and substance  
acceptable to Citibank, (B) any of the events set forth in Section 5(i)(a)(5),  
Section 5(i)(a)(6) or Section 5(i)(b) of the Underwriting Agreement with        
respect to the Registration Statement, Additional Hedge Securities or the       
Final Prospectus (as defined in the Underwriting Agreement) has occurred or     
(C) Issuer or Counterparty fails to fulfill any of its respective obligations   
on such date, if any, under Section 5(i)(j) or Section 5(ii)(d) of the          
Underwriting Agreement.                                                         

4. CALCULATION AGENT:                                       

    The Counterparty Calculation Agent (as defined below) and Citibank
shall make jointly all calculations, determinations and adjustments required    
to be made by the Calculation Agent. If they cannot promptly agree on such a    
calculation, determination or adjustment, the parties shall make payments to    
the extent of the undisputed amount and the Counterparty Calculation Agent and  
Citibank shall promptly jointly appoint a Reference Market-maker to resolve     
the dispute (or, if they cannot jointly agree on a Reference Market-maker,      
each shall appoint a Reference Market-maker and such Reference Market-makers    
shall jointly appoint a third Reference Market-maker to resolve the dispute).   
Any costs and expenses of a Reference Market-maker appointed to resolve a       
dispute shall be borne equally by the parties. The "Counterparty Calculation    
Agent" shall be a major North American commercial bank appointed by             
Counterparty, but approved by Citibank. The identity of the Counterparty        
Calculation Agent shall not be changed without the approval of both parties.    

5. EFFECTIVENESS:                                           

       It shall be a condition to the effectiveness of each Transaction that
the closing under the Underwriting Agreement shall have occurred in accordance  
with Section 3 of the Underwriting Agreement and each of the following          
additional conditions shall have been satisfied:                                

       (a) The representations and warranties of Counterparty contained in
Sections 7 and 8 below and in the Agreement shall be true and correct as of     
the Trade Date for such Transaction.                                            

  (b) Counterparty shall have performed all of the covenants and
obligations to be performed by it hereunder, under the relevant Supplemental    
Confirmation, under the Pledge Agreement and under the Agreement on or prior    
to such Trade Date;                                                             

    (c) The Pledge Agreement shall have been executed by the parties
thereto and Counterparty shall have delivered to Citibank in accordance         
therewith the collateral required to be delivered pursuant to Section 2(b)      
thereof.                                                                        

       (d) The Guaranty (as defined below) shall have been executed by the
parties thereto.                                                                

     (e) Citibank shall have received two opinions of Clint A. Calder,
Assistant General Counsel of Canadian Imperial Bank of Commerce and counsel to  
Counterparty and two opinions of Antonio Molestina, Senior Vice President and   
Deputy General Counsel - U.S. Region of Canadian Imperial Bank of Commerce and  
special counsel to Counterparty, each in form and substance satisfactory to     
Citibank and substantially to the effect set forth in Exhibit B, Exhibit C,     
Exhibit D and Exhibit E hereto, respectively.                                   

       (f) Counterparty shall have received an opinion of Steven J. Keltz,
legal counsel to Citibank, in form and substance satisfactory to Counterparty   
and substantially to the effect set forth in Exhibit F hereto.                  

6. CREDIT SUPPORT DOCUMENTS:                                

     The Master Pledge Agreement dated May 11, 2004 between Counterparty
and Citibank (the "Pledge Agreement") is a Credit Support Document under the    
Agreement with respect to Counterparty.                                         

     The Guaranty dated May 11, 2004, as amended from time to time, made
by Canadian Imperial Bank of Commerce (the "Guarantor") to guarantee the        
obligations of the Counterparty hereunder and under the Pledge                  

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Agreement in favor of Citibank (the "Guaranty"), is a Credit Support Document   
under the Agreement with respect to Citibank.                                   

7. REPRESENTATIONS AND AGREEMENTS:                          

       (a) Counterparty hereby represents, warrants and agrees in favor of
Citibank on the Trade Date of each Transaction:                                 

              (i) Counterparty has complied and will comply with all
      applicable disclosure or reporting requirements in respect of each
    Transaction hereunder imposed by Section 13 or Section 16 of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
the rules and regulations thereunder.                       

                (ii) Counterparty is not and, after giving effect to the
transactions contemplated hereby, will not be an "investment
     company" as such term is defined in the Investment Company Act of
1940, as amended (the "Investment Company Act");            

        (b) Citibank agrees that, with respect to such Transaction, Citibank
shall (i) establish its initial hedge by selling the desired initial hedge      
number of Shares commencing on the Trade Date of such Transaction and           
subsequently make a series of additional sales and purchases, in offsetting     
amounts in the aggregate but in a manner designed to avoid the matching or      
crossing of those sales and purchases, (ii) deliver Final Prospectuses with     
respect to the initial and additional sales until it has sold the Number of     
Shares in respect of such Transaction, and (iii) cease making sales of Shares   
requiring the delivery of a Final Prospectus at any time Citibank has been      
informed that a Prospectus Unavailability Event has occurred.                   

8. ADDITIONAL REPRESENTATIONS AND AGREEMENTS:               

      (a) In connection with this Master Confirmation, each Supplemental
Confirmation, each Transaction to which a Supplemental Confirmation relates     
and any other documentation relating to the Agreement, each party represents    
and acknowledges to the other party on the Trade Date of each Transaction       
that:                                                                           

                (i) such party is an "accredited investor" as defined in
        Section 2(a)(15)(ii) of the Securities Act and an "eligible contract
       participant" as such term is defined in the Commodity Exchange Act,
as amended;                                                 

                  (ii) such party will immediately inform the other party of
      any changes in the information set forth herein occurring prior to
   the last Termination Date (as defined in the Pledge Agreement);

                (iii) such party will immediately notify the other party
      of the occurrence of an Event of Default under the Agreement where
      such party is the Defaulting Party, or the occurrence of any event
      that with the giving of notice, the lapse of time or both would be
such an Event of Default; and                               

               (iv) such party was not or will not be insolvent at the
       time any Transaction hereunder was consummated, and was not or will
  not be rendered insolvent or will not be insolvent as a result
     thereof. At the time of any transfer to or for the benefit of the
       other party, such party did not intend or will not intend to incur,
   and did not incur or will not incur, debts that were beyond the
ability of such party to pay as they mature.                

      (b) In connection with this Master Confirmation, each Supplemental
Confirmation, each Transaction to which a Supplemental Confirmation relates     
and any other documentation relating to the                                     

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Agreement, Counterparty represents and acknowledges to Citibank on the Trade    
Date of each Transaction that:                                                  

                  (i) Counterparty understands no obligations of Citibank to
     Counterparty hereunder will be entitled to the benefit of deposit
     insurance and that such obligations will not be guaranteed by any
affiliate of Citibank or any governmental agency;           

            (ii) Counterparty's financial condition is such that
Counterparty has no need for liquidity with respect to      
        Counterparty's investment in such Transaction and no need to dispose
  of any portion thereof to satisfy any existing or contemplated
  undertaking or indebtedness. Counterparty's investments in and
  liabilities in respect of such Transaction, which Counterparty
      understands are not readily marketable, is not disproportionate to
       Counterparty's net worth, and Counterparty is able to bear any loss
in connection with such Transaction, including the loss of  
Counterparty's entire investment in such Transaction;       

               (iii) COUNTERPARTY UNDERSTANDS THAT SUCH TRANSACTION IS
       SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT
TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN  
   UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND
     CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS; and

               (iv) Counterparty is entering into such Transaction for
      Counterparty's own account and not with a view to transfer, resale
 or distribution of such Transaction and understands that such
 Transaction may involve the purchase or sale of a security as
    defined in the Securities Act and the securities laws of certain
states, that any such security has been registered under the
      Securities Act or the securities laws of any state and, therefore,
    may not be sold, pledged, hypothecated, transferred or otherwise
       disposed of unless such security is registered under the Securities
     Act and any applicable state securities law, or an exemption from
registration is available.                                  

9. ACKNOWLEDGMENTS:                                         

The parties hereto intend for:                              

   (a) each Transaction hereunder to be a "securities contract", a
"swap agreement" and/or a "forward contract" as defined in the Bankruptcy Code  
(Title 11 of the United States Code) (the "Bankruptcy Code"), and the parties   
hereto to be entitled to the protections afforded by, among other Sections,     
Sections 362(b)(6), 362(b)(17), 555, 556 and 560 of the Bankruptcy Code, to     
the extent applicable. The necessary action to authorize referred to in the     
representation in Section 3(a)(ii) of the Agreement includes all                
authorizations, if any, required under the Federal Deposit Insurance Act, as    
amended (including amendments effected by the Financial Institutions Reform,    
Recovery, and Enforcement Act of 1989), and under any agreement, writ, decree,  
or order entered into with such party's supervisory authorities;                

(b) each of this Master Confirmation, each Supplemental     
Confirmation, the Agreement and, each Credit Support Document constitutes, and  
together constitute, an "Eligible Financial Contract" under and in all          
proceedings relating to the Bankruptcy and Insolvency Act (Canada) and the      
Companies Creditors Arrangement Act (Canada);                                   

      (c) a party's right to liquidate a Transaction and to exercise any
other remedies upon the occurrence of any Event of Default, any Termination     
Event with respect to such Transaction or any Extraordinary Event under the     
Agreement or the 2002 Definitions, as the case may be, with respect to the      
other party to constitute a "contractual right" as described in the Bankruptcy  
Code;                                                                           

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        (d) all payments for, under or in connection with a Transaction, all
payments for the Shares and the transfer of such Shares to constitute           
"settlement payments" and "transfers", respectively, under a "securities        
contract", "swap agreement" or a "forward contract" as defined in the           
Bankruptcy Code;                                                                

       (e) the Security Interests granted under the Pledge Agreement to be
a bona fide pledge with full recourse to Counterparty; and                      

        (f) this Master Confirmation together with the relevant Supplemental
Confirmation for any Transaction to constitute a "Contract" as described in     
the letter dated October 6, 2003 submitted by Robert W. Reeder and Leslie N.    
Silverman to Paula Dubberly of the staff of the Securities and Exchange         
Commission (the "Staff") to which the Staff responded in an interpretative      
letter dated October 9, 2003.                                                   

10. INDEMNIFICATION:                                        

  Counterparty agrees to indemnify and hold harmless Citibank, its
Affiliates and its assignees and their respective directors, officers,          
employees, agents and controlling persons (Citibank and each such person being  
an "Indemnified Party") from and against any and all losses, claims, damages    
and liabilities, joint or several, to which such Indemnified Party may become   
subject, and relating to or arising out of any breach or alleged breach of any  
representation or warranty of Counterparty herein, in any Supplemental          
Confirmation or in the Pledge Agreement or the failure of Counterparty to       
perform its obligations hereunder, under any Supplemental Confirmation or       
under the Pledge Agreement, including but not limited to any sale of Shares     
constituting collateral, and will reimburse any Indemnified Party for all       
expenses (including reasonable counsel fees and expenses) as they are incurred  
in connection with the investigation of, preparation for or defense or          
settlement of any pending or threatened claim or any action, suit or            
proceeding arising therefrom, whether or not such Indemnified Party is a party  
thereto and whether or not such claim, action, suit or proceeding is initiated  
or brought by or on behalf of Counterparty. Counterparty will not be liable     
under the foregoing indemnification provision to the extent that any loss,      
claim, damage, liability or expense is found in a nonappealable judgment by a   
court of competent jurisdiction to have resulted from Citibank's breach of a    
material term of this Master Confirmation or the Pledge Agreement, as the case  
may be, willful misconduct or gross negligence. If for any reason the           
foregoing indemnification is unavailable to any Indemnified Party or            
insufficient to hold harmless any Indemnified Party, then Counterparty shall    
contribute, to the maximum extent permitted by law (but only to the extent      
that such harm was not caused by Citibank's breach of a material term of this   
Master Confirmation or the Pledge Agreement, as the case may be, willful        
misconduct or gross negligence), to the amount paid or payable by the           
Indemnified Party as a result of such loss, claim, damage or liability. The     
provisions of this Section 10 shall survive completion of the Transactions      
contemplated by this Master Confirmation and the Pledge Agreement and any       
assignment and delegation pursuant to Section 11(b) of this Master              
Confirmation or Section 11(a) of the Pledge Agreement and shall inure to the    
benefit of any permitted assignee of Citibank.                                  

11. OTHER PROVISIONS:                                       

 (a) Early Termination. The parties agree that for purposes of
Section 6(e) of the Agreement, Second Method and Loss will apply to each        
Component under each Transaction under this Master Confirmation. Upon (x) the   
occurrence or effective designation of an Early Termination Date in respect of  
any Component under any Transaction hereunder or (y) the occurrence of an       
Extraordinary Event that results in the cancellation or termination of any      
Component under any Transaction hereunder pursuant to Section 12.2, 12.3, 12.6  
or 12.9 of the 2002 Definitions (any such event as described in clause (x) or   
(y) above, an "Early Termination Event"), if Counterparty would owe any amount  
to Citibank pursuant to Section 6(d)(ii) of the Agreement (determined as if     
such Component were the only Transaction under the Agreement) or Section 12.2,  
12.3, 12.6 or 12.9 of the 2002 Definitions (any such amount, a "Counterparty    
Payment Amount" and any Early Termination Event that would so result in         
Counterparty owing any such amount, a "Payment Event"), then, except to the     
extent that Citibank proceeds to realize pursuant to Section 6 of the Pledge    
Agreement upon the security interests in the collateral pledged under the       
Pledge Agreement and to apply the proceeds of such realization to any           
obligation of Counterparty hereunder and under the Agreement:                   

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                (i) on the date on which any Counterparty Payment Amount
   is due, in lieu of any payment or delivery of such Counterparty
      Payment Amount, Counterparty shall deliver to Citibank a number of
       Shares (or, if the Shares have been converted into other securities
      or property in connection with an Extraordinary Event, a number or
     amount of such securities or property) with a value equal to such
       Counterparty Payment Amount based on the market value of the Shares
      (or such other securities or property) as of the Early Termination
       Date or the date as of which the Cancellation Amount is determined,
   as the case may be, as determined by the Calculation Agent; and

               (ii) for purposes of determining any Loss under Section
     6(e) of the Agreement in respect of any other Component under the
        same Transaction or any other Transactions under the Agreement, such
Component shall be deemed not to be a Transaction under the 
Agreement; provided that, for the avoidance of doubt, if    
        Counterparty fails to deliver Shares pursuant to clause (i) above at
    the time required, then, such Component (including such delivery
obligation) shall be included for the purpose of determining
        Citibank's Loss for all Components under all Transactions (including
such Component) under the Agreement.                        

          (b) Transfer. Notwithstanding any provision of the
       Agreement to the contrary, Citibank shall be entitled to assign its
     rights and obligations hereunder to make or receive cash payments
  and transfer of Shares and other related rights to one or more
        entities that are wholly-owned, directly or indirectly, by Citigroup
  Inc., or any successor thereto (each, a "Citibank Affiliate");
     provided that Counterparty shall have recourse to Citibank in the
       event of the failure by a Citibank Affiliate to perform any of such
     obligations hereunder. Notwithstanding the foregoing, recourse to
      Citibank shall be limited to recoupment of Counterparty's monetary
     damages and Counterparty hereby waives any right to seek specific
 performance by Citibank of its obligations hereunder (for the
        avoidance of doubt, the parties agree this provision shall not limit
       Counterparty's right to seek specific performance from any Citibank
 Affiliate to whom Citibank has assigned any of its rights and
   obligations hereunder). Such failure after any applicable grace
        period shall be an Additional Termination Event with the Transaction
     to which the failure relates as the sole Affected Transaction and
Citibank as the sole Affected Party.                        

               (c) Third Party Beneficiaries. This Confirmation is not
   intended and shall not be construed to create any rights in any
 person other than Counterparty, Citibank and their respective
      successors and assigns and no other person shall assert any rights
     as third party beneficiary hereunder. Whenever any of the parties
        hereto is referred to, such reference shall be deemed to include the
  successors and assigns of such party. All of the covenants and
   agreements herein contained by or on behalf of Counterparty and
      Citibank shall bind, and inure to the benefit of, their respective
successors and assigns whether so expressed or not.         

                (d) Consent to Recording. Each party (i) consents to the
     recording of the telephone conversations of trading and marketing
    personnel of the parties and their affiliates in connection with
    this Master Confirmation and (ii) agrees to obtain any necessary
       consent of, and give notice of such recording to, such personnel of
such party and such party's affiliates.                     

             (e) Severability; Illegality. If compliance by either
       party with any provision of a Transaction would be unenforceable or
     illegal, (i) the parties shall negotiate in good faith to resolve
      such unenforceability or illegality in a manner that preserves the
      economic benefits of the transactions contemplated hereby and (ii)
      the other provisions of such Transaction shall not be invalidated,
but shall remain in full force and effect.                  

             (f) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND
       CITIBANK HEREBY IRREVOCABLY WAIVES (ON SUCH PARTY'S OWN BEHALF AND,
        TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF SUCH PARTY'S
      STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
  OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
 ARISING OUT OF OR RELATING TO THIS MASTER CONFIRMATION OR THE
ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION,   
PERFORMANCE OR ENFORCEMENT HEREOF.                          

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 (g) Confidentiality. Citibank and Counterparty agree that (i)
Counterparty is not obligated to Citibank to keep confidential from any and     
all persons or otherwise limit the use of any element of Citibank's             
descriptions relating to tax aspects of the Transactions hereunder and any      
part of the structure necessary to understand those tax aspects, and (ii)       
Citibank does not assert any claim of proprietary ownership in respect of such  
descriptions contained herein of the use of any entities, plans or              
arrangements to give rise to significant U.S. federal income tax benefits for   
Counterparty.                                                                   

       (h) Financial Institution. Citibank is a "financial institution" as
defined in the Federal Deposit Insurance Corporation Improvement Act of 1991    
or Regulation EE promulgated by the Federal Reserve Board thereunder.           

(i) Limit on Beneficial Ownership. Notwithstanding any other
provision hereof, Citibank shall not be entitled to receive Shares (whether in  
connection with exercise of any Transaction hereunder or as a result of the     
occurrence of a Payment Event) to the extent (but only to the extent) that      
such receipt would result in Citibank beneficially owning (as such term is      
defined for purposes of Section 13(d) of the Exchange Act) at any time in       
excess of 9.9% of the outstanding Shares. Any purported delivery (including in  
connection with a Payment Event) hereunder or under the Pledge Agreement shall  
be void and have no effect to the extent (but only to the extent) that such     
delivery would result in Citibank so beneficially owning in excess of 9.9% of   
the outstanding Shares. If any delivery (including in connection with a         
Payment Event) owed to Citibank hereunder is not made, in whole or in part, as  
a result of this Section 11(i), Counterparty's obligation to make such          
delivery shall not be extinguished, and Counterparty shall make such delivery   
as promptly as practicable after, but in no event later than one Local          
Business Day after Citibank gives notice to Counterparty that such delivery     
would not result in Citibank so beneficially owning in excess of 9.9% of the    
outstanding Shares.                                                             

(j) Waiver. Notwithstanding anything to the contrary in the 
Agreement, a waiver in respect of the Agreement will be effective if executed   
by the party against whom the waiver is to be effective.                        

   (k) Interest Act. For the purpose of disclosure pursuant to the
Interest Act (Canada), the yearly rate of interest, to which any rate of        
interest payable under or pursuant to the Agreement, this Master Confirmation   
or any Supplemental Confirmation that is to be calculated on any basis other    
than a full calendar year is equivalent, may be determined by multiplying such  
rate by a fraction the numerator of which is the actual number of days in the   
calendar year in which such yearly rate of interest is to be ascertained and    
the denominator of which is the number of days comprising such other basis.     

12. NETTING AND SET-OFF:                                    

   (a) Subparagraph (ii) of Section 2(c) of the Agreement will not
apply to any Transaction under the Agreement (in each case starting from the    
date hereof).                                                                   

        (b) In addition to and without limiting any rights of set-off that a
party hereto may have as a matter of law, pursuant to contract or otherwise,    
upon the occurrence of an Early Termination Event, such party ("Party X")       
shall have the right to terminate, liquidate and otherwise close out the        
transactions contemplated by the Agreement, the Pledge Agreement, this Master   
Confirmation and each Supplemental Confirmation pursuant to the terms hereof    
and thereof, and to set off any obligation that Party X may have to the other   
party hereto ("Party Y") hereunder or thereunder or otherwise, against any      
right Party X may have against Party Y hereunder or thereunder or otherwise.    
In the case of a set-off of any obligation to release, deliver or pay assets    
against any right to receive assets of the same type and currency, such         
obligation and right shall be set off in kind. In the case of a set-off of any  
obligation to release, deliver or pay assets against any right to receive       
assets of any other type or currency, the result of such set-off shall be that  
the net obligor shall pay or deliver to the other party an amount of cash or    
assets, at the net obligor's option, with a value (as determined by the         
Calculation Agent) equal to that of the net obligation. If an obligation or     
right is unascertained at the time of any such set-off, the Calculation Agent   
may determine the amount or value of such obligation or right, in which case    
set-off will be effected in respect of that determination, and the relevant     
party shall account to the other party at the time such obligation or right is  
ascertained.                                                                    

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13. SCHEDULE PROVISIONS:                                    

(a) The Termination Currency means U.S. Dollars.            

(b) The "Cross Default" provision of Section 5(a)(vi) of the
Agreement will apply to both parties.                                           

For the purpose of such provision:                          

     "Threshold Amount" means 2% of such party's shareholders' equity,
        except in the case of Counterparty, Threshold Amount means 2% of the
Guarantor's shareholders' equity.                           

        (c) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of
the Agreement will apply to both parties.                                       

       (d) All notices or other communications required or permitted to be
made hereunder shall be in writing, addressed to the respective parties at the  
following addresses and effective upon receipt.                                 

TO CITIBANK:                                                

Address:            Citibank, N.A.                          
390 Greenwich Street
              Equity Capital Markets - 5th Floor
    New York, New York 10013
             Attention:     Equity Derivatives
       Facsimile No.: 212-723-8750
       Telephone No.: 212-723-7357

with a copy to:                                             

Address:            Citibank, N.A.                          
       250 West Street, 10th Floor
    New York, New York 10013
                      Attention:     GRB Legal Group-Derivatives
       Facsimile No.: 212-816-7772
       Telephone No.: 212-816-2211

TO COUNTERPARTY:                                            

Address:            CIBC GCM Derivatives                    
Middle Office       
      161 Bay Street, 12th Floor
            Toronto, Ontario, Canada M5J 2S8
   Attention:     Ian Cays
       Facsimile No.: 416-594-8224

(e) Account Details:                                        

Citibank:           ABA #021000089                          
DDA 00167679        
   Ref: Equity Derivatives

Counterparty:       Bank of New York                        
021-000-018         
F/A/O CIBCWM Corp   
A/C# 854-0-904104   
                           Ref: Cust A/C#033-20004 (CIBC Investments Ltd.)
             Attn: Peter Giordano 212-667-7172

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       (f) Unless otherwise directed in writing, any Share to be delivered
hereunder shall be delivered as follows:                                        

TO CITIBANK:        To be advised.                          

TO COUNTERPARTY:    To be advised.                          

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      Counterparty hereby confirms that the foregoing correctly sets forth
the terms of the agreement between us with respect to the Transactions to       
which this Master Confirmation relates by manually signing this Master          
Confirmation and providing any other information requested herein and sending   
a facsimile transmission of an executed copy to Confirmation Unit               
212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34th       
Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.      

              Yours sincerely,

            CITIBANK, N.A.

                   By: /s/ Herman Hirsch
                                   -------------------------------
                             Authorized Representative

Confirmed as of the date                                                        
first above written:                                                            

CIBC INVESTMENTS LIMITED                                                        

By: /s/ Peter Kay                                                               
-----------------------------                                             
Name:  Peter Kay                                                          
Title: President                                                          

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                                                                   EXHIBIT A
                                                 FORM OF SUPPLEMENTAL COLLAR
                                                                CONFIRMATION

SUPPLEMENTAL CONFIRMATION 

Date:             _________________                                             

To:               CIBC Investments Limited                                      

Telefax No.:      _________________                                             

Attention:        _________________                                             

From:             Citibank, N.A.                                                

Telefax No.:      212-615-8985                                                  

      The purpose of this communication (this "Supplemental Confirmation")
is to set forth the terms and conditions of the referenced Transaction entered  
into on the Trade Date specified below between you and us. This Supplemental    
Confirmation supplements, forms a part of, and is subject to the Master Terms   
and Conditions for Collar Transactions dated as of [ ], 2004 (the "Master       
Confirmation") between you and us.                                              

       1. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Master Confirmation.                       

       2. The particular Transaction to which this Supplemental Confirmation
relates is as follows:                                                          

Transaction Reference No.:     [__________________]           

Trade Date:                    [__________________]           

      Number of Options:             [__________________] in the aggregate
                                    with respect to the Transaction. For
                                    purposes of determining the payments
                              and deliveries to be made upon
                                settlement of any Component, the
                                    Number of Options for such Component
                            shall be as set forth below:

                                    Component No. 1  [_________]
                                    Component No. 2  [_________]
                                    Component No. 3  [_________]
                                    Component No. 4  [_________]
                                    Component No. 5  [_________]
                                    Component No. 6  [_________]
                                    Component No. 7  [_________]
                                    Component No. 8  [_________]
                                    Component No. 9  [_________]
                                    Component No. 10 [_________]
                                    Component No. 11 [_________]
                                    Component No. 12 [_________]
                                    Component No. 13 [_________]
                                    Component No. 14 [_________]
                                    Component No. 15 [_________]
                                    Component No. 16 [_________]
                                    Component No. 17 [_________]
                                    Component No. 18 [_________]
                                    Component No. 19 [_________]
                                    Component No. 20 [_________]

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Premium:                       USD[______________]            

Initial Share Price:           USD[______________]            

Put Strike Price:              USD[______________]            

Call Strike Price:             USD[______________]            

    Expiration Date:               For each Component, the date as set
            forth below:

                                    Component No. 1  [_________]
                                    Component No. 2  [_________]
                                    Component No. 3  [_________]
                                    Component No. 4  [_________]
                                    Component No. 5  [_________]
                                    Component No. 6  [_________]
                                    Component No. 7  [_________]
                                    Component No. 8  [_________]
                                    Component No. 9  [_________]
                                    Component No. 10 [_________]
                                    Component No. 11 [_________]
                                    Component No. 12 [_________]
                                    Component No. 13 [_________]
                                    Component No. 14 [_________]
                                    Component No. 15 [_________]
                                    Component No. 16 [_________]
                                    Component No. 17 [_________]
                                    Component No. 18 [_________]
                                    Component No. 19 [_________]
                                    Component No. 20 [_________]

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Counterparty hereby agrees (a) to check this Supplemental     
Confirmation carefully and immediately upon receipt so that errors or           
discrepancies can be promptly identified and rectified and (b) to confirm that  
the foregoing correctly sets forth the terms of the agreement between us with   
respect to the Transaction to which this Supplemental Confirmation relates by   
manually signing this Supplemental Confirmation and providing any other         
information requested herein or in the Master Confirmation and immediately      
sending a facsimile transmission of an executed copy to Confirmation Unit       
212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34th       
Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.      

              Yours sincerely,

            CITIBANK, N.A.

                                  By:_______________________________
                               Authorized Representative

Confirmed as of the date                                                        
first above written:                                                            

CIBC INVESTMENTS LIMITED                                                        

By:_____________________________                                                
Name:                                                                     
Title:                                                                    

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                                                                   EXHIBIT B
                                                          FORM OF OPINION OF
                                                  CLINT A. CALDER, ASSISTANT
                                                 GENERAL COUNSEL OF CIBC AND
                                                     COUNSEL TO COUNTERPARTY
May ___, 2004                                                                   

Citibank, N.A.                                                                  
390 Greenwich Street                                                            
Equity Capital Markets - 5th Floor                                              
New York, New York 10013                                                        
Attention:     Equity Derivatives                                               
Facsimile No.: 212-723-8750                                                     
Telephone No.: 212-723-7357                                                     

Dear Ladies and Gentlemen:                                                      

Re: CIBC Investments Limited                                                    

      I am Assistant General Counsel of Canadian Imperial Bank of Commerce
("CIBC"), qualified to practice law in the Province of Ontario, Canada. In      
that capacity, I am familiar with the articles, by laws and other constitutive  
documents and the relevant board resolutions of, and other papers relating to,  
CIBC Investments Limited. ("CIBC Investments"), a wholly-owned subsidiary of    
CIBC. This opinion is furnished to you in connection with (i) the Master Terms  
and Conditions for Collar Transactions dated May ___, 2004 (the "Master Terms   
and Conditions") between Citibank, N.A. ("Citibank") and CIBC Investments,      
(ii) each Supplemental Confirmation (as defined in the Master Terms and         
Conditions) entered into between Citibank and CIBC Investments on or prior to   
the date hereof (the "Existing Confirmations") and (iii) the Master Pledge      
Agreement dated May ___, 2004 (the "Pledge Agreement") between CIBC             
Investments and Citibank. The Master Terms and Conditions, the Existing         
Confirmations and the Pledge Agreement are collectively referred to herein as   
the "Agreement".                                                                

I have examined a copy of the executed Agreement. I have also 
examined original, photostatic or certified copies of such corporate records    
of CIBC Investments and such other documents, and have considered such          
questions of law, that I have deemed relevant and necessary as the basis for    
the opinions expressed in this letter.                                          

 Based upon and subject to the foregoing and the assumptions and
qualifications set out at the end of this opinion, I am of the opinion that:    

      1. CIBC Investments is duly organized and validly existing under the
laws of Canada.                                                                 

       2. CIBC Investments has the power and capacity to execute and deliver
the Agreement and has the power to enter into and perform its obligations       
under the Agreement.                                                            

 3. CIBC Investments has taken all necessary corporate action to
authorize the execution, delivery and performance of its obligations under the  
Agreement and the Agreement has been duly executed and delivered by CIBC        
Investments.                                                                    

     4. No consent, license, authorization, approval or exemption of, or
registration or filing with, or declaration by, any Canadian federal or         
provincial governmental body or regulatory authority was or is required for or  
in connection with the execution or delivery by CIBC Investments of the         
Agreement or the performance of its obligations thereunder, except such as      
have been obtained and are in full force and effect.                            

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      5. CIBC Investments' execution and delivery of the Agreement and its
performance of its obligations thereunder did not and do not violate or         
conflict with (i) any provision of its constitutive documents or any            
resolutions or decision as passed or taken by CIBC Investments; (ii) any law,   
rule or regulation applicable to CIBC Investments; (iii) any order or judgment  
of any court or other agency of government applicable to CIBC Investments or    
(iv) any agreement, instrument, court order or decree by which CIBC             
Investments or its property is bound.                                           

    6. To the best of my knowledge, there is not pending or threatened
against CIBC Investments any action, suit or proceeding at law or in equity or  
before any court, tribunal, governmental body, agency or official or any        
arbitrator that is likely to affect the legality, validity or enforceability    
against it of the Agreement or its ability to perform its obligations under     
the Agreement.                                                                  

      7. The governing law clause, subjecting the Agreement to the laws of
the State of New York, is valid under the law of the Province of Ontario, and   
a court in the Province of Ontario would uphold that choice of law in an        
action brought in Ontario with respect to the Agreement, except to the extent   
that to do so would violate some principle of public policy recognized by the   
court. I see no reason at this time to believe that public policy would         
preclude enforcement of the governing law clause.                               

    8. A final judgment issued by a court of competent jurisdiction in
the State of New York in respect of any certain sum payable by CIBC             
Investments under the Agreement would be recognized and enforced by the courts  
of the Province of Ontario without re-examination or re-litigation of the       
matters adjudicated, provided that:                                             

     (a) such judgment was not obtained by fraud or in a manner contrary
to natural justice;                                                             

  (b) enforcement of such judgment would not be contrary to public
policy in the Province of Ontario (and with respect to this proviso 8(b), I     
see no reason at this time to believe that the enforcement of such a judgment   
would be contrary to public policy in the Province of Ontario);                 

  (c) the court rendering such judgment had jurisdiction over CIBC
Investments, as recognized by the courts of the Province of Ontario; and        

       (d) the action was commenced within the time limitations contained in
the Limitations Act (Ontario), which in effect provides that any action to      
enforce a foreign judgment must be commenced within two years of the date of    
the foreign judgment.                                                           

    The opinions expressed in this letter are subject to the following
assumptions and qualifications:                                                 

      1. I have assumed the genuineness of all signatures other than those
of CIBC Investments officers (whether on originals or copies of documents),     
the authenticity of all documents submitted to me as certified copies or as     
originals, the conformity to original documents of all documents submitted to   
me as notarial, certified, conformed, photostatic or faxed copies thereof and   
the authenticity of the originals of such documents.                            

    2. The courts of Ontario only render judgments in Canadian dollars
and will not render judgments expressed in United States dollars or any other   
foreign currency. Where an Ontario court awards an order to enforce an          
obligation denominated in a foreign currency, the order will require payment    
of an amount in Canadian currency sufficient to purchase the amount of the      
obligation in the foreign currency at a chartered bank in Ontario at the close  
of business on the first day on which such bank quotes a Canadian dollar rate   
for the purchase of the foreign currency before the day that payment of the     
obligation is received by the creditor; provided, however, that:                

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      (a) where an obligation enforceable in Ontario provides for a manner
of conversion to Canadian currency of an amount in a foreign currency, the      
Ontario courts will give effect to the manner of conversion in the obligation,  
and                                                                             

  (b) where, in a proceeding to enforce an obligation in a foreign
currency, an Ontario court is satisfied that conversion of the amount of the    
obligation to Canadian currency as provided in the general rule outlined above  
would be inequitable to any party, the court may order payment of an amount in  
Canadian currency sufficient to purchase the amount of the obligation in the    
foreign currency at a chartered bank in Ontario on such other day as the court  
considers equitable in the circumstances.                                       

     3. The opinions expressed in this letter relate only to the laws of
the Province of Ontario and the laws of Canada applicable therein and no        
opinions are expressed with respect to the laws of any other jurisdiction.      

 This opinion has been given in my capacity as Assistant General
Counsel for CIBC and not in my personal capacity. The opinions expressed in     
this letter are provided solely for your benefit in connection with the         
Agreement and may not be published or otherwise communicated by you or relied   
upon by any person without my prior written consent. Antonio Molestina, Senior  
Vice President and Deputy General Counsel - U.S. Region of CIBC, may rely on    
this opinion for purposes of rendering his opinion to you in connection with    
the Agreement.                                                                  

Yours truly,  

 CLINT A. CALDER

           Assistant General Counsel

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                                                                     EXHIBIT C
                                                            FORM OF OPINION OF
                                                    CLINT A. CALDER, ASSISTANT
                                                   GENERAL COUNSEL OF CIBC AND
                                                       COUNSEL TO COUNTERPARTY
May ___, 2004                                                                   

Citibank, N.A.                                                                  
390 Greenwich Street                                                            
Equity Capital Markets - 5th Floor                                              
New York, New York 10013                                                        
Attention:     Equity Derivatives                                               
Facsimile No.: 212-723-8750                                                     
Telephone No.: 212-723-7357                                                     

Dear Ladies and Gentlemen:                                                      

Re: CIBC Guaranty                                                               

      I am Assistant General Counsel of Canadian Imperial Bank of Commerce
("CIBC"), qualified to practice law in the Province of Ontario, Canada. In      
that capacity, I am familiar with the charter, by laws and other constitutive   
documents and the relevant board resolutions of, and other papers relating to,  
CIBC. This opinion is furnished to you in connection with the Guaranty dated    
as of May ___, 2004 (the "Guaranty") made by CIBC in favour of Citigroup (as    
such term is defined in the Guaranty).                                          

       I have examined a copy of the executed Guaranty. I have also examined
original, photostatic or certified copies of such corporate records of CIBC     
and such other documents, and have considered such questions of law, that I     
have deemed relevant and necessary as the basis for the opinions expressed in   
this letter.                                                                    

 Based upon and subject to the foregoing and the assumptions and
qualifications set out at the end of this opinion, I am of the opinion that:    

    1. CIBC is duly organized and validly existing as a bank chartered
under the Bank Act (Canada).                                                    

2. CIBC has the power and capacity to execute and deliver the 
Guaranty and has the power to enter into and perform its obligations under the  
Guaranty.                                                                       

   3. CIBC has taken all necessary corporate action to authorize the
execution, delivery and performance of its obligations under the Guaranty and   
the Guaranty has been duly executed and delivered by CIBC.                      

     4. No consent, license, authorization, approval or exemption of, or
registration or filing with, or declaration by, any Canadian federal or         
provincial governmental body or regulatory authority was or is required for or  
in connection with the execution or delivery by CIBC of the Guaranty or the     
performance of its obligations thereunder, except such as have been obtained    
and are in full force and effect.                                               

      5. CIBC's execution and delivery of the Guaranty and its performance
of its obligations thereunder did not and do not violate or conflict with (i)   
any provision of its                                                            

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constitutive documents or any resolutions or decision as passed or taken by     
CIBC; (ii) any law, rule or regulation applicable to CIBC; (iii) any order or   
judgment of any court or other agency of government applicable to CIBC or (iv)  
any agreement, instrument, court order or decree by which CIBC or its property  
is bound.                                                                       

    6. To the best of my knowledge, there is not pending or threatened
against CIBC any action, suit or proceeding at law or in equity or before any   
court, tribunal, governmental body, agency or official or any arbitrator that   
is likely to affect the legality, validity or enforceability against it of the  
Guaranty or its ability to perform its obligations under the Guaranty.          

     7. The governing law clause, subjecting the Guaranty to the laws of
the State of New York, is valid under the law of the Province of Ontario, and   
a court in the Province of Ontario would uphold that choice of law in an        
action brought in Ontario with respect to the Guaranty, except to the extent    
that to do so would violate some principle of public policy recognized by the   
court. I see no reason at this time to believe that public policy would         
preclude enforcement of the governing law clause.                               

    8. A final judgment issued by a court of competent jurisdiction in
the State of New York in respect of any certain sum payable by CIBC under the   
Guaranty would be recognized and enforced by the courts of the Province of      
Ontario without re-examination or re-litigation of the matters adjudicated,     
provided that:                                                                  

     (a) such judgment was not obtained by fraud or in a manner contrary
to natural justice;                                                             

  (b) enforcement of such judgment would not be contrary to public
policy in the Province of Ontario (and with respect to this proviso 8(b), I     
see no reason at this time to believe that the enforcement of such a judgment   
would be contrary to public policy in the Province of Ontario);                 

      (c) the court rendering such judgment had jurisdiction over CIBC, as
recognized by the courts of the Province of Ontario; and                        

       (d) the action was commenced within the time limitations contained in
the Limitations Act (Ontario), which in effect provides that any action to      
enforce a foreign judgment must be commenced within two years of the date of    
the foreign judgment.                                                           

    The opinions expressed in this letter are subject to the following
assumptions and qualifications:                                                 

      1. I have assumed the genuineness of all signatures other than those
of CIBC officers (whether on originals or copies of documents), the             
authenticity of all documents submitted to me as certified copies or as         
originals, the conformity to original documents of all documents submitted to   
me as notarial, certified, conformed, photostatic or faxed copies thereof and   
the authenticity of the originals of such documents.                            

    2. The courts of Ontario only render judgments in Canadian dollars
and will not render judgments expressed in United States dollars or any other   
foreign currency. Where an Ontario court awards an order to enforce an          
obligation denominated in a foreign currency, the order will require payment    
of an amount in Canadian currency sufficient to purchase the amount of the      
obligation in the foreign currency at a chartered bank in Ontario at the close  
of business on the first day on which such bank quotes a Canadian dollar rate   
for the purchase of the foreign currency before the day that payment of the     
obligation is received by the creditor; provided, however, that:                

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      (a) where an obligation enforceable in Ontario provides for a manner
of conversion to Canadian currency of an amount in a foreign currency, the      
Ontario courts will give effect to the manner of conversion in the obligation,  
and                                                                             

  (b) where, in a proceeding to enforce an obligation in a foreign
currency, an Ontario court is satisfied that conversion of the amount of the    
obligation to Canadian currency as provided in the general rule outlined above  
would be inequitable to any party, the court may order payment of an amount in  
Canadian currency sufficient to purchase the amount of the obligation in the    
foreign currency at a chartered bank in Ontario on such other day as the court  
considers equitable in the circumstances.                                       

     3. The opinions expressed in this letter relate only to the laws of
the Province of Ontario and the laws of Canada applicable therein and no        
opinions are expressed with respect to the laws of any other jurisdiction.      

 This opinion has been given in my capacity as Assistant General
Counsel for CIBC and not in my personal capacity. The opinions expressed in     
this letter are provided solely for your benefit in connection with the         
Guaranty and may not be published or otherwise communicated by you or relied    
upon by any person without my prior written consent. Antonio Molestina, Senior  
Vice President and Deputy General Counsel - U.S. Region of CIBC, may rely on    
this opinion for purposes of rendering his opinion to you in connection with    
the Guaranty.                                                                   

Yours truly,  

 CLINT A. CALDER

           Assistant General Counsel

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                                                                   EXHIBIT D
                                       FORM OF OPINION OF ANTONIO MOLESTINA,
                                            SENIOR VICE PRESIDENT AND DEPUTY
                                       GENERAL COUNSEL - U.S. REGION OF CIBC
                                         AND SPECIAL COUNSEL TO COUNTERPARTY

May __, 2004                                                                    

Citibank, N.A.                                                                  
390 Greenwich Street                                                            
Equity Capital Markets - 5th Floor                                              
New York, New York 10013                                                        
Attention:     Equity Derivatives                                               
Facsimile No.: 212-723-8750                                                     
Telephone No.: 212-723-7357                                                     

Ladies and Gentlemen:                                                           

Re: CIBC Investments Limited                                                    

  I am the Senior Vice President and Deputy General Counsel - U.S.
Region of Canadian Imperial Bank of Commerce ("CIBC"), and have acted as        
special counsel to CIBC Investments Limited ("CIBC Investments"), a             
wholly-owned subsidiary of CIBC, in connection with (i) the Master Terms and    
Conditions for Collar Transactions dated May 11, 2004 (the "Master Terms and    
Conditions") between CIBC Investments and Citibank, N.A. ("Citibank"), (ii)     
each Supplemental Confirmation related thereto (collectively, the               
"Supplemental Confirmations") and (iii) the Master Pledge Agreement dated as    
of May 11, 2004 (the "Pledge Agreement") between CIBC Investments and           
Citibank. The Master Terms and Conditions, the Supplemental Confirmations and   
the Pledge Agreement are collectively referred to herein as the "Agreement".    

       In that connection, I have examined a copy of the executed Agreement.
I have also examined original, photostatic or certified copies of such          
corporate records of CIBC Investments and such other documents, and have        
considered such questions of law, that I have deemed relevant and necessary as  
the basis for the opinions expressed in this letter. In my examination of the   
documents referred to above, I have assumed the authenticity of all such        
documents submitted to me as originals, the genuineness of all signatures, the  
due authority of the parties executing such documents, and the conformity to    
the originals of all such documents submitted to me as copies.                  

I am a member of the Bar of the State of New York and I do not
express any opinion herein concerning any law other than the laws of the State  
of New York and the Federal law of the United States of America. The opinions   
expressed herein are limited to the laws of the State of New York and the       
Federal laws of the United States of America. In addition, to the extent that   
the laws of Canada (or any Province thereof) may be relevant to the opinions    
expressed herein, I have relied, without any independent investigation, on the  
opinion of even date of Clint A. Calder, Assistant General Counsel to CIBC (a   
copy of which has been delivered to you), and the opinions expressed herein,    
insofar as the laws of Canada (or any Province thereof) may be relevant to      
such opinions, are subject to the assumptions, qualifications and limitations   
expressed therein.                                                              

 Based upon and subject to the foregoing, it is my opinion that:

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       1. The Agreement constitutes a legal, valid and binding obligation of
CIBC Investments under the laws of the State of New York, enforceable against   
CIBC Investments in accordance with its terms.                                  

       2. The execution, delivery and performance by CIBC Investments of the
Agreement will not violate (i) any Federal or New York State law, rule or       
regulation, (ii) any order or judgment, known to me after reasonable            
investigation, of or with any Federal or New York State governmental agency or  
body or any Federal or New York State court having jurisdiction over CIBC       
Investments or any of its subsidiaries or any of their properties or (iii) any  
agreement, instrument, court order or decree, known to me after reasonable      
investigation, by which CIBC Investments or its property is bound.              

       3. No approval or consent of, and no filing or registration with, any
governmental or regulatory authority or agency in the United States of America  
or the State of New York is required on the part of CIBC Investments for the    
execution, delivery and performance by CIBC Investments of the Agreement;       
except for the registration under the Securities Act of 1933, as amended, and   
the Securities Exchange Act of 1934, as amended, of the Securities, and such    
consents, approvals, authorizations, registrations or qualifications as may be  
required under state securities or Blue Sky laws in connection with the         
purchase and distribution of the Securities (as defined in the Underwriting     
Agreement dated as of May 11, 2004 among Citigroup Global Markets Inc. and      
CIBC World Markets Corp., as Representatives (as defined therein) of the        
several Underwriters (as defined therein), Citibank, CIBC and Global Payments   
Inc.) by the Underwriters.                                                      

       4. CIBC Investments is not an "investment company" within the meaning
of and subject to regulation under the Investment Company Act of 1940, as       
amended.                                                                        

The opinions set forth above are subject to (a) the effects of
bankruptcy, reorganization, insolvency, fraudulent conveyance, liquidation,     
readjustment of debt, moratorium and other similar laws relating to or          
affecting creditors' rights and remedies generally, and possible judicial       
action giving effect to governmental actions or foreign laws affecting          
creditors' rights in respect of CIBC Investments, (b) general principles of     
equity (regardless of whether such enforceability is considered in a            
proceeding in equity or at law) and (c) an implied covenant of good faith and   
fair dealing.                                                                   

     The opinions set forth above are provided to you as a legal opinion
only and not as a guaranty or warranty of the matters discussed herein. These   
opinions are rendered as of the date hereof, and I disclaim any obligation to   
advise you of any change in law or subsequent developments in law or changes    
in facts or circumstances that might affect any matters or opinions set forth   
herein.                                                                         

     This opinion has been given in my capacity as Senior Vice President
and Deputy General Counsel of CIBC, and not in my personal capacity. This       
opinion letter and the opinions expressed herein are provided solely to you in  
connection with the Agreement. This opinion letter may not be relied upon by    
you for any other purpose or relied upon by, or furnished to, any other person  
without my prior written consent.                                               

         Very truly yours,

         Antonio Molestina
                 Senior Vice President and
              Deputy General Counsel

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                                                                   EXHIBIT E
                                       FORM OF OPINION OF ANTONIO MOLESTINA,
                                            SENIOR VICE PRESIDENT AND DEPUTY
                                       GENERAL COUNSEL - U.S. REGION OF CIBC
                                         AND SPECIAL COUNSEL TO COUNTERPARTY

May __, 2004                                                                    

Citibank, N.A.                                                                  
390 Greenwich Street                                                            
Equity Capital Markets - 5th Floor                                              
New York, New York 10013                                                        
Attention:     Equity Derivatives                                               
Facsimile No.: 212-723-8750                                                     
Telephone No.: 212-723-7357                                                     

Ladies and Gentlemen:                                                           

Re: Canadian Imperial Bank of Commerce                                          

  I am the Senior Vice President and Deputy General Counsel - U.S.
Region of Canadian Imperial Bank of Commerce ("CIBC"), and have acted as        
counsel to CIBC in connection with the Guaranty dated as of May 11, 2004 made   
by CIBC in favor of Citibank, N.A. and each subsidiary or affiliate thereof     
(the "Agreement").                                                              

       In that connection, I have examined a copy of the executed Agreement.
I have also examined original, photostatic or certified copies of such          
corporate records of CIBC and such other documents, and have considered such    
questions of law, that I have deemed relevant and necessary as the basis for    
the opinions expressed in this letter. In my examination of the documents       
referred to above, I have assumed the authenticity of all such documents        
submitted to me as originals, the genuineness of all signatures, the due        
authority of the parties executing such documents, and the conformity to the    
originals of all such documents submitted to me as copies.                      

I am a member of the Bar of the State of New York and I do not
express any opinion herein concerning any law other than the laws of the State  
of New York and the Federal law of the United States of America. The opinions   
expressed herein are limited to the laws of the State of New York and the       
Federal laws of the United States of America. In addition, to the extent that   
the laws of Canada (or any Province thereof) may be relevant to the opinions    
expressed herein, I have relied, without any independent investigation, on the  
opinion of even date of Clint A. Calder, Assistant General Counsel to CIBC (a   
copy of which has been delivered to you), and the opinions expressed herein,    
insofar as the laws of Canada (or any Province thereof) may be relevant to      
such opinions, are subject to the assumptions, qualifications and limitations   
expressed therein.                                                              

 Based upon and subject to the foregoing, it is my opinion that:

       1. The Agreement constitutes a legal, valid and binding obligation of
CIBC under the laws of the State of New York, enforceable against CIBC in       
accordance with its terms.                                                      

     2. The execution, delivery and performance by CIBC of the Agreement
will not violate (i) any Federal or New York State law, rule or regulation,     
(ii) any order or judgment, known to me after reasonable investigation, of or   
with any Federal or New York State governmental agency or body or any Federal   
or New York State court having jurisdiction over                                

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CIBC or any of its subsidiaries or any of their properties or (iii) any         
agreement, instrument, court order or decree, known to me after reasonable      
investigation, by which CIBC or its property is bound.                          

       3. No approval or consent of, and no filing or registration with, any
governmental or regulatory authority or agency in the United States of America  
or the State of New York is required on the part of CIBC for the execution,     
delivery and performance by CIBC of the Agreement; except for the registration  
under the Securities Act of 1933, as amended, and the Securities Exchange Act   
of 1934, as amended, of the Securities, and such consents, approvals,           
authorizations, registrations or qualifications as may be required under state  
securities or Blue Sky laws in connection with the purchase and distribution    
of the Securities (as defined in the Underwriting Agreement dated as of May     
11, 2004 among Citigroup Global Markets Inc. and CIBC World Markets Corp., as   
Representatives (as defined therein) of the several Underwriters (as defined    
therein), Citibank, CIBC and Global Payments Inc.) by the Underwriters.         

  4. CIBC is not an "investment company" within the meaning of and
subject to regulation under the Investment Company Act of 1940, as amended.     

The opinions set forth above are subject to (a) the effects of
bankruptcy, reorganization, insolvency, fraudulent conveyance, liquidation,     
readjustment of debt, moratorium and other similar laws relating to or          
affecting creditors' rights and remedies generally, and possible judicial       
action giving effect to governmental actions or foreign laws affecting          
creditors' rights in respect of CIBC, (b) general principles of equity          
(regardless of whether such enforceability is considered in a proceeding in     
equity or at law) and (c) an implied covenant of good faith and fair dealing.   

     The opinions set forth above are provided to you as a legal opinion
only and not as a guaranty or warranty of the matters discussed herein. These   
opinions are rendered as of the date hereof, and I disclaim any obligation to   
advise you of any change in law or subsequent developments in law or changes    
in facts or circumstances that might affect any matters or opinions set forth   
herein.                                                                         

     This opinion has been given in my capacity as Senior Vice President
and Deputy General Counsel of CIBC, and not in my personal capacity. This       
opinion letter and the opinions expressed herein are provided solely to you in  
connection with the Agreement. This opinion letter may not be relied upon by    
you for any other purpose or relied upon by, or furnished to, any other person  
without my prior written consent.                                               

       Very truly yours,

       Antonio Molestina
               Senior Vice President and
            Deputy General Counsel

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                                                                   EXHIBIT F

                                                          FORM OF OPINION OF
                                              STEVEN J. KELTZ, LEGAL COUNSEL
                                                           TO CITIBANK, N.A.

May [    ], 2004                                                                

CIBC Investments Limited                                                        
CIBC GCM Derivatives                                                            
Middle Office                                                                   
161 Bay Street, 12th Floor                                                      
Toronto, Ontario, Canada M5J 2S8                                                
Attention:     Ian Cays                                                         
Facsimile No.: 416-594-8224                                                     

Ladies and Gentlemen:                                                           

   This opinion is furnished to you pursuant to the Master Terms and
Conditions for Collar Transactions dated May 11, 2004 (the "Master Terms and    
Conditions") between CIBC Investments Limited ("CIBC Investments") and          
Citibank, N.A. ("Citibank") and relates to the Master Terms and Conditions,     
the five Supplemental Confirmation thereunder, each dated as of May __, 2004    
(collectively, the "Supplemental Confirmations"), and the Master Pledge         
Agreement dated as of May 11, 2004 (the "Pledge Agreement" and, together with   
the Master Terms and Conditions and the Supplemental Confirmations, the         
"Agreement"). Terms defined in the Agreement and used but not defined herein    
have the meanings given to them in the Agreement.                               

      I am Legal Counsel to Citibank. In connection with the execution and
delivery of the Agreement, I, or a lawyer under my supervision, have examined   
such documents as I have deemed necessary or appropriate for the opinions       
expressed herein.                                                               

     Based on the foregoing and upon such investigation as I have deemed
necessary, I am of the opinion that, so far as the laws of the United States    
of America and of the State of New York are concerned:                          

      (1) Citibank is a banking association duly existing under the laws
of the United States of America.                                                

   (2) Citibank has full corporate power and capacity to execute and
deliver the Agreement and to perform its obligations thereunder.                

       (3) Such actions have been duly authorized by all necessary corporate
action, and are not in conflict with (i) the corporate charter and related      
documents of Citibank, (ii) any law, rule or regulation applicable to Citibank  
or any of its subsidiaries or affiliates, (iii) any order or judgment, known    
to me after reasonable investigation, of or with any Federal or New York State  
governmental agency or body or any Federal or New York State court having       
jurisdiction over Citibank or any of its subsidiaries or any of their           
properties or (iv) any agreement, instrument, court order or decree, known to   
me after reasonable investigation, by which Citibank or its property is bound.  

   (4) No consents, authorizations or approvals are required for the
execution and delivery by Citibank of the Agreement and the performance of its  
obligations thereunder, and no                                                  

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other action by, and no notice to or filing with, any governmental authority    
or regulatory body is required for such execution, delivery or performance.     

    (5) The Agreement has been duly executed and delivered by Citibank
and constitutes the legal, valid and binding obligation of Citibank             
enforceable in accordance with its terms (except as enforcement thereof may be  
limited by bankruptcy, reorganization, insolvency, moratorium or other laws     
affecting the enforcement of creditors' rights generally and by general         
principles of equity).                                                          

       (6) Citibank is not an "investment company" within the meaning of and
subject to regulation under the Investment Company Act of 1940, as amended.     

   This opinion is solely for the benefit of, and may only be relied
upon by, you and the Canadian Imperial Bank of Commerce.                        

                     Very truly yours,

                 Legal Counsel

            Citibank

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SUPPLEMENTAL CONFIRMATION NO. 1 

Date:             May 11, 2004                                                  

To:               CIBC Investments Limited                                      

Telefax No.:      416-594-8224                                                  

Attention:        Ian Cays                                                      

From:             Citibank, N.A.                                                

Telefax No.:      212-615-8985                                                  

      The purpose of this communication (this "Supplemental Confirmation")
is to set forth the terms and conditions of the referenced Transaction entered  
into on the Trade Date specified below between you and us. This Supplemental    
Confirmation supplements, forms a part of, and is subject to the Master Terms   
and Conditions for Collar Transactions dated as of May 11, 2004 (the "Master    
Confirmation") between you and us.                                              

       1. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Master Confirmation.                       

       2. The particular Transaction to which this Supplemental Confirmation
relates is as follows:                                                          

    Transaction Reference No.:     For each Component, the Transaction
                                 Reference No. as set forth below:

                                   Component No. 1   E04-00945
                                   Component No. 2   E04-00946
                                   Component No. 3   E04-00947
                                   Component No. 4   E04-00948
                                   Component No. 5   E04-00949
                                   Component No. 6   E04-00950
                                   Component No. 7   E04-00951
                                   Component No. 8   E04-00952
                                   Component No. 9   E04-00953
                                   Component No. 10  E04-00954
                                   Component No. 11  E04-00955
                                   Component No. 12  E04-00956
                                   Component No. 13  E04-00957
                                   Component No. 14  E04-00958
                                   Component No. 15  E04-00959
                                   Component No. 16  E04-00960
                                   Component No. 17  E04-00961
                                   Component No. 18  E04-00962
                                   Component No. 19  E04-00963
                                   Component No. 20  E04-00964

Trade Date:                    May 11, 2004                   

Number of Options:             1,200,000 in the aggregate with
                               respect to the Transaction. For
                           purposes of determining the

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                                  payments and deliveries to be made
                                     upon settlement of any Component, the
                                    Number of Options for such Component
                            shall be as set forth below:

                                Component No. 1   60,000
                                Component No. 2   60,000
                                Component No. 3   60,000
                                Component No. 4   60,000
                                Component No. 5   60,000
                                Component No. 6   60,000
                                Component No. 7   60,000
                                Component No. 8   60,000
                                Component No. 9   60,000
                                Component No. 10  60,000
                                Component No. 11  60,000
                                Component No. 12  60,000
                                Component No. 13  60,000
                                Component No. 14  60,000
                                Component No. 15  60,000
                                Component No. 16  60,000
                                Component No. 17  60,000
                                Component No. 18  60,000
                                Component No. 19  60,000
                                Component No. 20  60,000

Premium:                       USD0.00                        

Initial Share Price:           USD42.48                       

Put Strike Price:              USD41.59                       

Call Strike Price:             USD45.84                       

    Expiration Date:               For each Component, the date as set
            forth below:

                                        Component No. 1   March 28, 2006
                                        Component No. 2   March 29, 2006
                                        Component No. 3   March 30, 2006
                                        Component No. 4   March 31, 2006
                                       Component No. 5   April 3, 2006
                                       Component No. 6   April 4, 2006
                                       Component No. 7   April 5, 2006
                                       Component No. 8   April 6, 2006
                                       Component No. 9   April 7, 2006
                                        Component No. 10  April 10, 2006
                                        Component No. 11  April 11, 2006
                                        Component No. 12  April 12, 2006
                                        Component No. 13  April 13, 2006
                                        Component No. 14  April 17, 2006
                                        Component No. 15  April 18, 2006
                                        Component No. 16  April 19, 2006
                                        Component No. 17  April 20, 2006
                                        Component No. 18  April 21, 2006
                                        Component No. 19  April 24, 2006
                                        Component No. 20  April 25, 2006

2   

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Counterparty hereby agrees (a) to check this Supplemental     
Confirmation carefully and immediately upon receipt so that errors or           
discrepancies can be promptly identified and rectified and (b) to confirm that  
the foregoing correctly sets forth the terms of the agreement between us with   
respect to the Transaction to which this Supplemental Confirmation relates by   
manually signing this Supplemental Confirmation and providing any other         
information requested herein or in the Master Confirmation and immediately      
sending a facsimile transmission of an executed copy to Confirmation Unit       
212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34th       
Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.      

    Yours sincerely,

  CITIBANK, N.A.

         By: /s/ Herman Hirsch
                        ------------------------------
                   Authorized Representative

Confirmed as of the date                                                        
first above written:                                                            

CIBC INVESTMENTS LIMITED                                                        

By: /s/ Peter Kay                                                               
----------------------------                                              
Name:  Peter Kay                                                          
Title: President                                                          

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SUPPLEMENTAL CONFIRMATION NO. 2 

Date:             May 11, 2004                                                  

To:               CIBC Investments Limited                                      

Telefax No.:      416-594-8224                                                  

Attention:        Ian Cays                                                      

From:             Citibank, N.A.                                                

Telefax No.:      212-615-8985                                                  

      The purpose of this communication (this "Supplemental Confirmation")
is to set forth the terms and conditions of the referenced Transaction entered  
into on the Trade Date specified below between you and us. This Supplemental    
Confirmation supplements, forms a part of, and is subject to the Master Terms   
and Conditions for Collar Transactions dated as of May 11, 2004 (the "Master    
Confirmation") between you and us.                                              

       1. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Master Confirmation.                       

       2. The particular Transaction to which this Supplemental Confirmation
relates is as follows:                                                          

Transaction Reference No.:     For each Component, Transaction
                                 Reference No. as set forth below:

                                   Component No. 1   E04-00965
                                   Component No. 2   E04-00966
                                   Component No. 3   E04-00967
                                   Component No. 4   E04-00968
                                   Component No. 5   E04-00969
                                   Component No. 6   E04-00970
                                   Component No. 7   E04-00971
                                   Component No. 8   E04-00972
                                   Component No. 9   E04-00973
                                   Component No. 10  E04-00974
                                   Component No. 11  E04-00975
                                   Component No. 12  E04-00976
                                   Component No. 13  E04-00977
                                   Component No. 14  E04-00978
                                   Component No. 15  E04-00979
                                   Component No. 16  E04-00980
                                   Component No. 17  E04-00981
                                   Component No. 18  E04-00982
                                   Component No. 19  E04-00983
                                   Component No. 20  E04-00984

Trade Date:                    May 11, 2004                   

Number of Options:             1,200,000 in the aggregate with
                               respect to the Transaction. For
                           purposes of determining the

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                                  payments and deliveries to be made
                                     upon settlement of any Component, the
                                    Number of Options for such Component
                            shall be as set forth below:

                                Component No. 1   60,000
                                Component No. 2   60,000
                                Component No. 3   60,000
                                Component No. 4   60,000
                                Component No. 5   60,000
                                Component No. 6   60,000
                                Component No. 7   60,000
                                Component No. 8   60,000
                                Component No. 9   60,000
                                Component No. 10  60,000
                                Component No. 11  60,000
                                Component No. 12  60,000
                                Component No. 13  60,000
                                Component No. 14  60,000
                                Component No. 15  60,000
                                Component No. 16  60,000
                                Component No. 17  60,000
                                Component No. 18  60,000
                                Component No. 19  60,000
                                Component No. 20  60,000

Premium:                       USD0.00                        

Initial Share Price:           USD42.48                       

Put Strike Price:              USD42.06                       

Call Strike Price:             USD46.30                       

    Expiration Date:               For each Component, the date as set
            forth below:

                                       Component No. 1   June 28, 2006
                                       Component No. 2   June 29, 2006
                                       Component No. 3   June 30, 2006
                                      Component No. 4   July 3, 2006
                                      Component No. 5   July 5, 2006
                                      Component No. 6   July 6, 2006
                                      Component No. 7   July 7, 2006
                                       Component No. 8   July 10, 2006
                                       Component No. 9   July 11, 2006
                                       Component No. 10  July 12, 2006
                                       Component No. 11  July 13, 2006
                                       Component No. 12  July 14, 2006
                                       Component No. 13  July 17, 2006
                                       Component No. 14  July 18, 2006
                                       Component No. 15  July 19, 2006
                                       Component No. 16  July 20, 2006
                                       Component No. 17  July 21, 2006
                                       Component No. 18  July 24, 2006
                                       Component No. 19  July 25, 2006
                                       Component No. 20  July 26, 2006

2   

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Counterparty hereby agrees (a) to check this Supplemental     
Confirmation carefully and immediately upon receipt so that errors or           
discrepancies can be promptly identified and rectified and (b) to confirm that  
the foregoing correctly sets forth the terms of the agreement between us with   
respect to the Transaction to which this Supplemental Confirmation relates by   
manually signing this Supplemental Confirmation and providing any other         
information requested herein or in the Master Confirmation and immediately      
sending a facsimile transmission of an executed copy to Confirmation Unit       
212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34th       
Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.      

                  Yours sincerely,

                CITIBANK, N.A.

                       By: /s/ Herman Hirsch
                                   ---------------------------
                                 Authorized Representative

Confirmed as of the date                                                        
first above written:                                                            

CIBC INVESTMENTS LIMITED                                                        

By: /s/ Peter Kay                                                               
--------------------------                                                
Name:  Peter Kay                                                          
Title: President                                                          

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SUPPLEMENTAL CONFIRMATION NO. 3 

Date:             May 11, 2004                                                  

To:               CIBC Investments Limited                                      

Telefax No.:      416-594-8224                                                  

Attention:        Ian Cays                                                      

From:             Citibank, N.A.                                                

Telefax No.:      212-615-8985                                                  

      The purpose of this communication (this "Supplemental Confirmation")
is to set forth the terms and conditions of the referenced Transaction entered  
into on the Trade Date specified below between you and us. This Supplemental    
Confirmation supplements, forms a part of, and is subject to the Master Terms   
and Conditions for Collar Transactions dated as of May 11, 2004 (the "Master    
Confirmation") between you and us.                                              

       1. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Master Confirmation.                       

       2. The particular Transaction to which this Supplemental Confirmation
relates is as follows:                                                          

Transaction Reference No.:     For each Component, Transaction
                                 Reference No. as set forth below:

                                   Component No. 1   E04-00985
                                   Component No. 2   E04-00986
                                   Component No. 3   E04-00987
                                   Component No. 4   E04-00988
                                   Component No. 5   E04-00989
                                   Component No. 6   E04-00990
                                   Component No. 7   E04-00991
                                   Component No. 8   E04-00992
                                   Component No. 9   E04-00993
                                   Component No. 10  E04-00994
                                   Component No. 11  E04-00995
                                   Component No. 12  E04-00996
                                   Component No. 13  E04-00997
                                   Component No. 14  E04-00998
                                   Component No. 15  E04-00999
                                   Component No. 16  E04-01000
                                   Component No. 17  E04-01001
                                   Component No. 18  E04-01002
                                   Component No. 19  E04-01003
                                   Component No. 20  E04-01004

Trade Date:                    May 11, 2004                   

Number of Options:             1,200,000 in the aggregate with
                               respect to the Transaction. For
                           purposes of determining the

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                                  payments and deliveries to be made
                                     upon settlement of any Component, the
                                    Number of Options for such Component
                            shall be as set forth below:

                                  Component No. 1   60,000
                                  Component No. 2   60,000
                                  Component No. 3   60,000
                                  Component No. 4   60,000
                                  Component No. 5   60,000
                                  Component No. 6   60,000
                                  Component No. 7   60,000
                                  Component No. 8   60,000
                                  Component No. 9   60,000
                                  Component No. 10  60,000
                                  Component No. 11  60,000
                                  Component No. 12  60,000
                                  Component No. 13  60,000
                                  Component No. 14  60,000
                                  Component No. 15  60,000
                                  Component No. 16  60,000
                                  Component No. 17  60,000
                                  Component No. 18  60,000
                                  Component No. 19  60,000
                                  Component No. 20  60,000

Premium:                       USD0.00                        

Initial Share Price:           USD42.48                       

Put Strike Price:              USD42.55                       

Call Strike Price:             USD46.80                       

    Expiration Date:               For each Component, the date as set
            forth below:

                                            Component No. 1   September 29, 2006
                                         Component No. 2   October 2, 2006
                                         Component No. 3   October 3, 2006
                                         Component No. 4   October 4, 2006
                                         Component No. 5   October 5, 2006
                                         Component No. 6   October 6, 2006
                                         Component No. 7   October 9, 2006
                                          Component No. 8   October 10, 2006
                                          Component No. 9   October 11, 2006
                                          Component No. 10  October 12, 2006
                                          Component No. 11  October 13, 2006
                                          Component No. 12  October 16, 2006
                                          Component No. 13  October 17, 2006
                                          Component No. 14  October 18, 2006
                                          Component No. 15  October 19, 2006
                                          Component No. 16  October 20, 2006
                                          Component No. 17  October 23, 2006
                                          Component No. 18  October 24, 2006
                                          Component No. 19  October 25, 2006
                                          Component No. 20  October 26, 2006

2   

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Counterparty hereby agrees (a) to check this Supplemental     
Confirmation carefully and immediately upon receipt so that errors or           
discrepancies can be promptly identified and rectified and (b) to confirm that  
the foregoing correctly sets forth the terms of the agreement between us with   
respect to the Transaction to which this Supplemental Confirmation relates by   
manually signing this Supplemental Confirmation and providing any other         
information requested herein or in the Master Confirmation and immediately      
sending a facsimile transmission of an executed copy to Confirmation Unit       
212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34th       
Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.      

                  Yours sincerely,

                CITIBANK, N.A.

                       By: /s/ Herman Hirsch
                                   ---------------------------
                                 Authorized Representative

Confirmed as of the date                                                        
first above written:                                                            

CIBC INVESTMENTS LIMITED                                                        

By: /s/ Peter Kay                                                               
--------------------------                                                
Name:  Peter Kay                                                          
Title: President                                                          

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SUPPLEMENTAL CONFIRMATION NO. 4 

Date:             May 11, 2004                                                  

To:               CIBC Investments Limited                                      

Telefax No.:      416-594-8224                                                  

Attention:        Ian Cays                                                      

From:             Citibank, N.A.                                                

Telefax No.:      212-615-8985                                                  

      The purpose of this communication (this "Supplemental Confirmation")
is to set forth the terms and conditions of the referenced Transaction entered  
into on the Trade Date specified below between you and us. This Supplemental    
Confirmation supplements, forms a part of, and is subject to the Master Terms   
and Conditions for Collar Transactions dated as of May 11, 2004 (the "Master    
Confirmation") between you and us.                                              

       1. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Master Confirmation.                       

       2. The particular Transaction to which this Supplemental Confirmation
relates is as follows:                                                          

Transaction Reference No.:     For each Component, Transaction
                                 Reference No. as set forth below:

                                   Component No. 1   E04-01005
                                   Component No. 2   E04-01006
                                   Component No. 3   E04-01007
                                   Component No. 4   E04-01008
                                   Component No. 5   E04-01009
                                   Component No. 6   E04-01010
                                   Component No. 7   E04-01011
                                   Component No. 8   E04-01012
                                   Component No. 9   E04-01013
                                   Component No. 10  E04-01014
                                   Component No. 11  E04-01015
                                   Component No. 12  E04-01016
                                   Component No. 13  E04-01017
                                   Component No. 14  E04-01018
                                   Component No. 15  E04-01019
                                   Component No. 16  E04-01020
                                   Component No. 17  E04-01021
                                   Component No. 18  E04-01022
                                   Component No. 19  E04-01023
                                   Component No. 20  E04-01024

Trade Date:                    May 11, 2004                   

Number of Options:             1,200,000 in the aggregate with
                               respect to the Transaction. For
                           purposes of determining the

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                                  payments and deliveries to be made
                                     upon settlement of any Component, the
                                    Number of Options for such Component
                            shall be as set forth below:

                                Component No. 1   60,000
                                Component No. 2   60,000
                                Component No. 3   60,000
                                Component No. 4   60,000
                                Component No. 5   60,000
                                Component No. 6   60,000
                                Component No. 7   60,000
                                Component No. 8   60,000
                                Component No. 9   60,000
                                Component No. 10  60,000
                                Component No. 11  60,000
                                Component No. 12  60,000
                                Component No. 13  60,000
                                Component No. 14  60,000
                                Component No. 15  60,000
                                Component No. 16  60,000
                                Component No. 17  60,000
                                Component No. 18  60,000
                                Component No. 19  60,000
                                Component No. 20  60,000

Premium:                       USD0.00                        

Initial Share Price:           USD42.48                       

Put Strike Price:              USD43.05                       

Call Strike Price:             USD47.30                       

    Expiration Date:               For each Component, the date as set
            forth below:

                                           Component No. 1   December 28, 2006
                                           Component No. 2   December 29, 2006
                                         Component No. 3   January 2, 2007
                                         Component No. 4   January 3, 2007
                                         Component No. 5   January 4, 2007
                                         Component No. 6   January 5, 2007
                                         Component No. 7   January 8, 2007
                                         Component No. 8   January 9, 2007
                                          Component No. 9   January 10, 2007
                                          Component No. 10  January 11, 2007
                                          Component No. 11  January 12, 2007
                                          Component No. 12  January 16, 2007
                                          Component No. 13  January 17, 2007
                                          Component No. 14  January 18, 2007
                                          Component No. 15  January 19, 2007
                                          Component No. 16  January 22, 2007
                                          Component No. 17  January 23, 2007
                                          Component No. 18  January 24, 2007
                                          Component No. 19  January 25, 2007
                                          Component No. 20  January 26, 2007

2   

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Counterparty hereby agrees (a) to check this Supplemental     
Confirmation carefully and immediately upon receipt so that errors or           
discrepancies can be promptly identified and rectified and (b) to confirm that  
the foregoing correctly sets forth the terms of the agreement between us with   
respect to the Transaction to which this Supplemental Confirmation relates by   
manually signing this Supplemental Confirmation and providing any other         
information requested herein or in the Master Confirmation and immediately      
sending a facsimile transmission of an executed copy to Confirmation Unit       
212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34th       
Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.      

                  Yours sincerely,

                CITIBANK, N.A.

                       By: /s/ Herman Hirsch
                                   ---------------------------
                                 Authorized Representative

Confirmed as of the date                                                        
first above written:                                                            

CIBC INVESTMENTS LIMITED                                                        

By: /s/ Peter Kay                                                               
--------------------------                                                
Name:  Peter Kay                                                          
Title: President                                                          

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SUPPLEMENTAL CONFIRMATION NO. 5 

Date:             May 11, 2004                                                  

To:               CIBC Investments Limited                                      

Telefax No.:      416-594-8224                                                  

Attention:        Ian Cays                                                      

From:             Citibank, N.A.                                                

Telefax No.:      212-615-8985                                                  

      The purpose of this communication (this "Supplemental Confirmation")
is to set forth the terms and conditions of the referenced Transaction entered  
into on the Trade Date specified below between you and us. This Supplemental    
Confirmation supplements, forms a part of, and is subject to the Master Terms   
and Conditions for Collar Transactions dated as of May 11, 2004 (the "Master    
Confirmation") between you and us.                                              

       1. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Master Confirmation.                       

       2. The particular Transaction to which this Supplemental Confirmation
relates is as follows:                                                          

Transaction Reference No.:     For each Component, Transaction
                                 Reference No. as set forth below:

                                   Component No. 1   E04-01025
                                   Component No. 2   E04-01026
                                   Component No. 3   E04-01027
                                   Component No. 4   E04-01028
                                   Component No. 5   E04-01029
                                   Component No. 6   E04-01030
                                   Component No. 7   E04-01031
                                   Component No. 8   E04-01032
                                   Component No. 9   E04-01033
                                   Component No. 10  E04-01034
                                   Component No. 11  E04-01035
                                   Component No. 12  E04-01036
                                   Component No. 13  E04-01037
                                   Component No. 14  E04-01038
                                   Component No. 15  E04-01039
                                   Component No. 16  E04-01040
                                   Component No. 17  E04-01041
                                   Component No. 18  E04-01042
                                   Component No. 19  E04-01043
                                   Component No. 20  E04-01044

Trade Date:                    May 11, 2004                   

Number of Options:             1,200,000 in the aggregate with
                               respect to the Transaction. For
                           purposes of determining the

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                                  payments and deliveries to be made
                                     upon settlement of any Component, the
                                    Number of Options for such Component
                            shall be as set forth below:

                                Component No. 1   60,000
                                Component No. 2   60,000
                                Component No. 3   60,000
                                Component No. 4   60,000
                                Component No. 5   60,000
                                Component No. 6   60,000
                                Component No. 7   60,000
                                Component No. 8   60,000
                                Component No. 9   60,000
                                Component No. 10  60,000
                                Component No. 11  60,000
                                Component No. 12  60,000
                                Component No. 13  60,000
                                Component No. 14  60,000
                                Component No. 15  60,000
                                Component No. 16  60,000
                                Component No. 17  60,000
                                Component No. 18  60,000
                                Component No. 19  60,000
                                Component No. 20  60,000

Premium:                       USD0.00                        

Initial Share Price:           USD42.48                       

Put Strike Price:              USD43.54                       

Call Strike Price:             USD47.79                       

    Expiration Date:               For each Component, the date as set
            forth below:

                                        Component No. 1   March 28, 2007
                                        Component No. 2   March 29, 2007
                                        Component No. 3   March 30, 2007
                                       Component No. 4   April 2, 2007
                                       Component No. 5   April 3, 2007
                                       Component No. 6   April 4, 2007
                                       Component No. 7   April 5, 2007
                                       Component No. 8   April 9, 2007
                                        Component No. 9   April 10, 2007
                                        Component No. 10  April 11, 2007
                                        Component No. 11  April 12, 2007
                                        Component No. 12  April 13, 2007
                                        Component No. 13  April 16, 2007
                                        Component No. 14  April 17, 2007
                                        Component No. 15  April 18, 2007
                                        Component No. 16  April 19, 2007
                                        Component No. 17  April 20, 2007
                                        Component No. 18  April 23, 2007
                                        Component No. 19  April 24, 2007
                                        Component No. 20  April 25, 2007

2   

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Counterparty hereby agrees (a) to check this Supplemental     
Confirmation carefully and immediately upon receipt so that errors or           
discrepancies can be promptly identified and rectified and (b) to confirm that  
the foregoing correctly sets forth the terms of the agreement between us with   
respect to the Transaction to which this Supplemental Confirmation relates by   
manually signing this Supplemental Confirmation and providing any other         
information requested herein or in the Master Confirmation and immediately      
sending a facsimile transmission of an executed copy to Confirmation Unit       
212-615-8985, with an executed copy sent to Citibank, N.A., 333 West 34th       
Street, 2nd Floor, New York, New York 10001, Attention: Confirmation Unit.      

                  Yours sincerely,

                CITIBANK, N.A.

                       By: /s/ Herman Hirsch
                                   ---------------------------
                                 Authorized Representative

Confirmed as of the date                                                        
first above written:                                                            

CIBC INVESTMENTS LIMITED                                                        

By: /s/ Peter Kay                                                               
--------------------------                                                
Name:  Peter Kay                                                          
Title: President                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		4/25/07		45
		4/24/07		45
		4/23/07		45
		4/20/07		45
		4/19/07		45
		4/18/07		45
		4/17/07		45
		4/16/07		45
		4/13/07		45
		4/12/07		45
		4/11/07		45
		4/10/07		45					SC 13G/A
		4/9/07		45
		4/5/07		45					8-K
		4/4/07		45
		4/3/07		45					4
		4/2/07		45					4
		3/30/07		45					8-K
		3/29/07		45					SC 13G
		3/28/07		45
		1/26/07		42
		1/25/07		42					6-K
		1/24/07		42					6-K
		1/23/07		42					6-K
		1/22/07		42					4
		1/19/07		42					4
		1/18/07		42
		1/17/07		42
		1/16/07		42					4
		1/12/07		42					4
		1/11/07		42					4
		1/10/07		42					4
		1/9/07		42
		1/8/07		42					10-Q
		1/5/07		42					8-K
		1/4/07		42					4,  8-K
		1/3/07		42					4,  8-K
		1/2/07		42
		12/29/06		42
		12/28/06		42
		10/26/06		39
		10/25/06		39
		10/24/06		39
		10/23/06		39
		10/20/06		39
		10/19/06		39					4
		10/18/06		39
		10/17/06		39
		10/16/06		39					4,  4/A
		10/13/06		39
		10/12/06		39
		10/11/06		39					4
		10/10/06		39
		10/9/06		39					4,  4/A
		10/6/06		39					10-Q
		10/5/06		39					FWP
		10/4/06		39
		10/3/06		39					4
		10/2/06		39					4,  4/A
		9/29/06		39					8-K
		7/26/06		36
		7/25/06		36
		7/24/06		36
		7/21/06		36					4,  4/A
		7/20/06		36
		7/19/06		36
		7/18/06		36
		7/17/06		36
		7/14/06		36					5
		7/13/06		36
		7/12/06		36
		7/11/06		36					FWP
		7/10/06		36
		7/7/06		36
		7/6/06		36					4
		7/5/06		36
		7/3/06		36					4,  4/A,  6-K
		6/30/06		36					6-K
		6/29/06		36					424B5,  6-K
		6/28/06		36
		4/25/06		33
		4/24/06		33
		4/21/06		33
		4/20/06		33
		4/19/06		33
		4/18/06		33
		4/17/06		33
		4/13/06		33
		4/12/06		33
		4/11/06		33
		4/10/06		33					FWP
		4/7/06		33					10-Q
		4/6/06		33
		4/5/06		33
		4/4/06		33					4
		4/3/06		33					4,  4/A,  6-K
		3/31/06		33					6-K,  8-K
		3/30/06		33					424B5,  8-A12B
		3/29/06		33
		3/28/06		33
		11/15/04		7					6-K
		5/24/04		7					8-K
Filed on:		5/14/04							8-K
		5/11/04		1		44			4
		10/9/03		11
		10/6/03		11					SC 13D/A
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