0001628280-16-011920 Sample Contracts

STAND-ALONE OPTION AGREEMENT
Stand-Alone Option Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta

WHEREAS the Options (as defined below) were granted by the Corporation to the Optionholder on February 4, 2013, conditional upon the Optionholder entering into an employment agreement and commencing employment with the Corporation, and conditional upon approval of the Toronto Stock Exchange;

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CHANGE IN CONTROL AGREEMENT THIS AGREEMENT made as of the 18th day of May 2015.
Change in Control Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta

WHEREAS the Board of Directors of the Corporation (the "Board") recognizes that the establishment and maintenance of a sound and vital management team is essential to the protection and enhancement of the best interests of the Corporation and its shareholders;

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York

THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 13, 2011, by and between Canadian Pacific Railway Company, a corporation duly organized and existing under the laws of Canada (the "Corporation"), having its principal office at Suite 500, 401 9th Avenue, S.W., Calgary, Alberta T2P 4Z4, and The Bank of New York Mellon, formerly known as The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee").

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made between Canadian Pacific Railway Company and the Sao Line Railroad Company (collectively, the "Company'') and Keith Creel (the "Executive"), effective as of February 5 2013 (the "Effective Date").

FIRST SUPPLEMENT AL INDENTURE
First Supplement Al Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York

FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April 23, 2004, by and between Canadian Pacific Railway Company, a corporation duly organized and existing under the laws of Canada (the "Corporation"), having its principal office at Suite 500, 401 9th Avenue, S.W., Calgary, Alberta T2P 4Z4, and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee").

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York
EIGHTH SUPPLEMENTAL INDENTURE
Eighth Supplemental Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York
SECOND AMENDING AGREEMENT
Second Amending Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta

ROYAL BANK OF CANADA, a Canadian chartered bank, as administration agent of the Lenders (hereinafter referred to as the "Agent"),

FIRST SUPPLEMENTAL INDENTURE
Trust Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta

THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture") dated as of November 24, 2015 between CANADIAN PACIFIC RAILWAY LIMITED, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Guarantor"), CANADIAN PACIFIC RAILWAY COMPANY, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Corporation") and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and having an office in Calgary, Alberta (the "Trustee").

GUARANTEE OF CANADIAN PACIFIC RAILWAY COMPANY'S PERPETUAL 4% CONSOLIDATED DEBENTURE STOCK
Canadian Pacific Railway LTD/Cn • February 29th, 2016 • Railroads, line-haul operating • New York

PERPETUAL 4% CONSOLIDATED DEBENTURE STOCK (the "Guarantee") dated as of December 18, 2015 between CANADIAN PACIFIC RAILWAY LIMITED, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Guarantor") and CANADIAN PACIFIC RAILWAY COMPANY, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Issuer").

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating

This AMENDMENT (this "Amendment") to the Executive Employment Agreement (the "Employment Agreement"), effective as of June 28, 2012, between Canadian Pacific Railway Company (the "Company") and Hunter Harrison (the "Executive"), is dated as of May [5], 2014.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made between Canadian Pacific Railway Company (the "Company") and Hunter Harrison (the "Executive"), effective as of June 28, 2012 (the "Effective Date").

FOURTH SUPPLEMENTAL INDENTURE
Trust Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of November 24, 2015 between CANADIAN PACIFIC RAILWAY LIMITED, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the “Guarantor”), CANADIAN PACIFIC RAILWAY COMPANY, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the “Issuer”), and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having an office in the City of New York, in the State of New York (the “Trustee”).

FIFTH SUPPLEMENTAL INDENTURE to the TRUST INDENTURE Dated as of May 8, 2007
Trust Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York

THIS FIFTH SUPPLEMENTAL INDENTURE (this "Fifth Supplemental Indenture") dated as of December 1, 2011 between CANADIAN PACIFIC RAILWAY COMPANY, a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Calgary, in the Province of Alberta (the "Issuer") and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having an office in the City of New York, in the State of New York (the "Trustee")

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • New York

SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 12, 2011, by and between Canadian Pacific Railway Company, a corporation duly organized and existing under the laws of Canada (the "Corporation"), having its principal office at Suite 500, 401 9th Avenue, S.W., Calgary, Alberta T2P 4Z4, and The Bank of New York Mellon, formerly known as The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee").

FIRST AMENDING AGREEMENT
First Amending Agreement • February 29th, 2016 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Alberta

ROYAL BANK OF CANADA, a Canadian chartered bank, as administration agent of the Lenders (hereinafter referred to as the "Agent"),

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