Agreement

Barclays PLC
31 October 2001


                                News Release

                                                               31 October 2001


           BARCLAYS BANK PLC AND CANADIAN IMPERIAL BANK OF COMMERCE
  REACH AGREEMENT TO COMBINE CARIBBEAN OPERATIONS TO ESTABLISH FIRSTCARIBBEAN
                             INTERNATIONAL BANKTM

Barclays Bank PLC ('Barclays') and Canadian Imperial Bank of Commerce ('CIBC')
announce that yesterday they signed an agreement to combine their retail,
corporate and offshore banking operations in the Caribbean to create
FirstCaribbean International BankTM ('FirstCaribbean').  Implementation of the
combination is subject to, among other things, the receipt of certain
approvals from government and regulatory authorities and shareholders of CIBC
West Indies Holdings Limited ('CWIHL') and CIBC Bahamas Limited.


'Now that this agreement is signed we will continue to work on the formal
process of gaining the required approvals,' said Michael Mansoor, President
and CEO of CWIHL.  ' We are confident that a FirstCaribbean combination will
bring great benefits to our customers, employees and the broader communities
where we are located. We expect the transaction to complete during the first
quarter of 2002. '

'During this period, it will be business as usual for the two companies'
customers,' said Charles Middleton, Barclays Regional Director of the
Caribbean.  'As soon as we can, we will begin the process of combining our two
organisations. This will involve a period of detailed planning, and subsequent
implementation which will be effected over 24 months.  As this work unfolds,
we will continue to keep our customers, employees and regulators informed of
our progress.'

FirstCaribbean will bring together two complementary and leading financial
services businesses in the Caribbean, offering customers enhanced products and
improved and extended access to banking services.  It will establish
FirstCaribbean as a significant Caribbean presence and enable it to play a key
role in the financial services industry in the region.

The Boards of Barclays, CIBC and CWIHL believe that this combination is in the
interests of their respective shareholders and will provide benefits and
opportunities for customers, staff and the relevant businesses above those
which could be achieved by either operation on a standalone basis.  The Board
of CWIHL has considered fairness opinions rendered by Ernst & Young Corporate
Finance Inc. as well as UBS Warburg LLC. The Board considers the terms of the
transaction to be fair and reasonable to all shareholders.

The benefits and opportunities in FirstCaribbean are expected to derive from:

*  the combination of the banks' respective strengths in domestic
retail banking in the region which will create additional product sales
opportunities across a wide range of retail financial service capabilities.

*  the combination of the banks' strong franchises in domestic
corporate banking in the region, coupled with the extended customer base and
distribution capability that will be created by the formation of
FirstCaribbean.

*  the successful track record of Barclays in selling offshore products
and the application of this capability across the CWIHL customer base.

*  annualised cost synergies of over US$45 million pre-tax per annum by
the end of 2004. Cost savings are to be sourced from the combination of
operating and processing infrastructure, IT savings, removal of duplicated
central costs and limited branch and office co-location.  Total one-off
restructuring and integration costs of some US$70 million are expected to be
incurred by FirstCaribbean as a result of the combination by the end of 2004.

'The creation of FirstCaribbean represents a major step in the evolution of
financial services in the region,' said Charles Middleton.  'The additional
resources of the new company will allow us to improve our customers'
experience and become a more significant player in the Caribbean economy.'

On a combined basis FirstCaribbean will have approximately:

*  87 branches and 123 ATMs

*  operations in 15 Caribbean countries

*  800,000 accounts

*  some 3,100 employees

*  aggregated assets of US$9.9 billion*

*  aggregated net income before tax of US$174 million*

Barclays Private Banking and CIBC Wealth Management businesses and their
clients are not included in the scope of the agreement and will remain under
their current respective Barclays and CIBC ownership.

The Chairman of FirstCaribbean will be Michael Mansoor, currently President
and CEO of CWIHL.  The CEO will be Charles Pink, currently a Barclays
executive.  The Board of FirstCaribbean will comprise 10 directors; 4
representing Barclays, 4 representing CIBC and 2 independents.  The
headquarters of FirstCaribbean will be located in Barbados.

Under the transaction, Barclays and CIBC will each own 666 million voting
common shares representing 45 per cent each of the voting common share capital
of FirstCaribbean, with the remainder held publicly.  As part of the
transaction, CWIHL will be renamed FirstCaribbean International Bank Holdings
Limited and will retain its listings in Barbados, Trinidad and Tobago and
Jamaica.  FirstCaribbean will also maintain the existing listings of CIBC
Bahamas Limited in Bahamas and CIBC Jamaica Limited in Jamaica.  CIBC Bahamas
Limited and CIBC Jamaica Limited will be renamed FirstCaribbean (Bahamas)
Limited and FirstJamaican International Bank Limited respectively.  Public
shareholders of CWIHL and CIBC Bahamas will have the opportunity to subscribe
for additional shares in FirstCaribbean as part of the transaction.  Barclays
and CIBC intend to increase the local public holding in FirstCaribbean
International Bank Holdings Limited to 20% over time.

Michael Mansoor added 'increased local ownership of FirstCaribbean over time
will allow investors in the region to share in the long term growth of the
company.'

'They will benefit from our future success,' he said.  'This underlines our
commitment to be a partner with the communities in which FirstCaribbean
operates and contribute to their future prosperity.'

Barclays will also own 25 million non-voting class B shares. In addition it
will own preference shares valued at £124m or US$180m. CIBC will contribute
approximately C$324m or US$205m of new additional capital to CWIHL. Barclays
expects to increase the capital it currently allocates to the region (£172m or
US$250m) by £69m or US$100m from the existing group capital base. The capital
adequacy ratio** for FirstCaribbean is expected to be 14%.

From completion of the transaction Barclays will account for its interest in
FirstCaribbean as an associate under UK accounting standards.  The transaction
will result in a gain for Barclays in the region of £250m or US$363m, which
will be taken to reserves and which will generate an equivalent one-off
increase in economic profit. Goodwill of around £175m or US$254m will arise in
Barclays on the acquisition of its share of CWIHL. The transaction is expected
to increase Barclays Tier 1 capital ratio and, going forward, to have a
positive impact on earnings before goodwill and fair value amortisation,
primarily as a result of synergies.

CIBC will account for its interest in FirstCaribbean using the equity method
of accounting under Canadian generally accepted accounting principles. The
transaction will result in a dilution gain in the range of approximately
C$126m or US$ 80m after giving effect to the additional capital contribution
of C$324m or US$205m to FirstCaribbean. CIBC's Tier 1 capital ratio will
increase, benefiting from the dilution gain.


In due course a statement of corporate changes will be sent to CWIHL, CIBC
Bahamas and CIBC Jamaica shareholders. CWIHL and CIBC Bahamas shareholders
will be invited to participate in a rights offering by CWIHL and CIBC Bahamas
respectively.  Further details of the transaction will be set out in these
documents.  Barclays is being advised by Credit Suisse First Boston (Europe)
Limited. CIBC is being advised by CIBC World Markets.

                                   - Ends -

For further information, please contact:


Barclays                                          CIBC

Investor Relations:
Sarah Sparke       [phone]            Rob McLeod  [phone]

Media Relations:
Pam O'Keeffe       [phone]

Caribbean:

Charles Middleton  [phone]               Michael Mansoor [phone]




Credit Suisse First Boston (Europe) Limited, which is regulated by The
Securities and Futures Authority Limited, has approved the contents of this
document solely for the purposes of Section 57 of the Financial Services Act
1986.



Credit Suisse First Boston (Europe) Limited is acting exclusively for Barclays
Bank PLC and no one else in connection with the transaction and will not be
responsible to anyone other than Barclays Bank PLC for providing the
protections afforded to customers of Credit Suisse First Boston (Europe)
Limited or for giving advice in relation to the transaction.



CIBC World Markets is acting exclusively for Canadian Imperial Bank of
Commerce and no one else in connection with the transaction and will not be
responsible to anyone other than Canadian Imperial Bank of Commerce for
providing the protections afforded to customers of Canadian Imperial Bank of
Commerce or for giving advice in relation to the transaction.



This press release contains forward-looking statements about the objectives,
plans and intentions of Barclays and CIBC for the operation of FirstCaribbean
in the Caribbean region.  Forward-looking statements are typically identified
by the words 'believe', 'expect', 'anticipate', 'intend', 'estimate' and other
similar expressions or future or conditional verbs such as 'will', 'should', '
would' and 'could'.   A forward-looking statement is subject to risks and
uncertainties that may be general or specific.  A variety of factors, many of
which are beyond the control of CIBC, Barclays or FirstCaribbean, may affect
the objectives, plans and intentions of CIBC and Barclays for the operation of
FirstCaribbean and could cause actual implementation and FirstCaribbean
operations to differ materially from the expectations expressed in the
forward-looking statements contained in this press release.  These factors
include: not obtaining government, regulatory authority, shareholder or other
necessary approvals; the continuing impact on the economy in the Caribbean
region of the 11 September, 2001 terrorist attacks in the US; delays in
putting into effect the Barclays and CIBC proposals; customer preferences;
current, pending and proposed legislative or regulatory developments;
intensifying competition resulting from established competitors; new entrants;
technological change; global capital market activity including interest rate
fluctuation, currency value fluctuation and general economic conditions in the
Caribbean region and worldwide; and the success of Barclays, CIBC and
FirstCaribbean in managing the costs associated with the expansion of existing
distribution channels, developing new ones and in realising increased revenue
from these channels.  The expected synergies, referred to in this
announcement, have been estimated on the basis of the existing cost, operating
structures and business volumes of the two groups and by reference to forecast
price increases, economic conditions and the current regulatory environment.
This list is not exhaustive of the factors that may affect any of the
forward-looking statements in this press release.  These and other factors
should be considered carefully and readers should not place undue reliance on
these forward-looking statements.



* The financial information presented above has been prepared for illustrative
purposes only and represents a simple aggregation of the respective total
assets and net income before tax, pre exceptional items, for the year ended 31
October 2000 for CWIHL and 31 December 2000 for Barclays Caribbean.



** Reflecting both tier 1 and tier 2 capital.


Barclays



Barclays is one of the largest financial services groups in the UK with
operations throughout the world.



In the Caribbean, Barclays established a branch network in 1837.  Barclays now
has operations in 14 countries, across 25 islands and 45 outlets covering an
area of 2,500 miles by 1,500 miles.  The territories Barclays operates in are:
Anguilla, Antigua & Barbuda, The Bahamas, Barbados, Belize, British Virgin
Islands, Cayman Islands, Dominica, Grenada, St Kitts & Nevis, St Lucia, St
Maarten, St Vincent and the Grenadines and Turks & Caicos Islands. For the
year ended 31 December 2000, the profit before tax attributable to Barclays
Caribbean operations was £74 million.



Barclays Caribbean branch network employs approximately 1,500 staff serving
400,000 accounts: 345,000 onshore retail, 30,000 onshore corporate and 25,000
offshore customers.  Corporate and personal banking services are offered in
all 14 countries and offshore banking services are offered in five countries:
Bahamas, Barbados, Cayman Islands, British Virgin Islands and Turks & Caicos
Islands.



Barclays Caribbean is headquartered in Barbados.


                                                         Barclays Caribbean

                                                                   31/12/00
                                                          US$m               £m

Summary Financials

Operating income                                           253              167
Operating profit                                           112               74
Profit on ordinary activities before tax                   112               74


Balance sheet

Customer Loans                                          2,221            1,491
Customer Deposits                                       5,238            3,515



Notes

Note  - The  financial information presented above has been prepared under UK
accounting standards

CIBC



CIBC is one of North America's leading financial institutions as measured by
assets with more than eight million personal banking and business customers.

CIBC was first established in the Caribbean in 1920 and now has operations in
Antigua & Barbuda, The Bahamas, Barbados, Cayman Islands, Jamaica, St. Lucia,
St. Vincent and the Grenadines and Turks & Caicos Islands.  CIBC employs
approximately 1,600 staff serving 350,000 retail and commercial clients at 42
branches and offices in the Caribbean.  During the last few years, CIBC has
reorganised all of its retail banking operations in the Caribbean under the
umbrella of a holding company CIBC West Indies Holdings Limited. Net income
was US$59 million for the year ended 31 October 2000.  This company is listed
on three regional stock exchanges: The Securities Exchange of Barbados, the
Trinidad and Tobago Stock Exchange and The Jamaica Stock Exchange.  In
addition, two of its subsidiaries, CIBC Bahamas Limited and CIBC Jamaica
Limited are also listed on their local stock exchanges.



CIBC West Indies Holdings Limited is headquartered in Barbados.




                                                                    CWIHL

                                                                 31/10/00
                                                         US$m              Bd$m

Summary Financials

Operating income                                          204               408
Operating profit                                           77               154
Profit on ordinary activities before tax                   59               118


Balance sheet

Customer Loans                                          1,731            3,461
Customer Deposits                                       3,359            6,717



Notes

Note  - The audited financial information presented above has been prepared
under IAS accounting standards