0001156973-02-000315 Sample Contracts

• Shares CP SHIPS LIMITED COMMON SHARES (NO PAR VALUE) UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 2002 • Cp Ships LTD • Water transportation • New York

CP Ships Limited, a corporation incorporated under the laws of the Province of New Brunswick, Canada (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) • common shares, no par value, of the Company (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional • common shares, no par value (the “Additional Shares”) if and to the extent that the Underwriters shall have determined to exercise their right to purchase such common shares granted in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The common shares, no par value, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Shares.”

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