exv4w4



 





Exhibit 4.4



Canadian Pacific Railway Limited




AMENDED AND RESTATED MANAGEMENT

STOCK OPTION INCENTIVE PLAN

Effective October 1, 2001; amended February 19, 2002 and May 5, 2006




	 	 	 	 	 
	ARTICLE 1 - PURPOSE OF THE PLAN
	 	 	2	 
	1.1 Purpose
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2 - DEFINITIONS AND INTERPRETATION
	 	 	2	 
	2.1 Definitions
	 	 	2	 
	2.2 Interpretation
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 3 - GENERAL PROVISIONS OF THE PLAN
	 	 	5	 
	3.1 Administration
	 	 	5	 
	3.2 Shares Reserved
	 	 	5	 
	3.3 Eligibility
	 	 	6	 
	3.4 Limits with respect to Insiders
	 	 	6	 
	3.5 Non-Exclusivity
	 	 	6	 
	3.6 Amendment of Plan and Options
	 	 	6	 
	3.7 Compliance with Laws and Stock Exchange Rules
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 4 - GRANT OF OPTIONS
	 	 	7	 
	4.1 Grants of Options
	 	 	7	 
	4.2 Option Agreement
	 	 	7	 
	4.3 Exercise Price
	 	 	7	 
	4.4 Time of Exercise
	 	 	8	 
	4.5 Expiry Date
	 	 	8	 
	4.6 Grants of SARs
	 	 	8	 
	4.7 Early Expiry
	 	 	9	 
	4.8 Limited Assignment
	 	 	10	 
	4.9 No Rights as Shareholder or to Remain an Eligible Person; Status of Consultants
	 	 	11	 
	4.10 Adjustments
	 	 	11	 
	4.11 Change of Control
	 	 	12	 
	4.12 Former Canadian Pacific Limited Optionholders
	 	 	13	 
	4.13 Reduction in Exercise Price of Options
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 5 - EXERCISE OF OPTIONS
	 	 	13	 
	5.1 Manner of Exercise
	 	 	13	 
	5.2 Delivery of Share Certificate
	 	 	13	 
	5.3 Cashless Exercise
	 	 	14	 
	5.4 Withholding
	 	 	14	 
	 
	 	 	 	 
	SCHEDULE A – FORM OF OPTION AGREEMENT
	 	 	15	 
	 
	 	 	 	 
	SCHEDULE B – FORM OF NOTICE OF EXERCISE
	 	 	16	 












 



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ARTICLE 1 -

PURPOSE OF THE PLAN





	1.1	 	Purpose
	 
	 	 	The purpose of the Canadian Pacific Railway Limited Management Stock Option Incentive Plan
is to assist and encourage key officers, employees and Consultants of the Corporation and
its Subsidiaries to work towards and participate in the growth and development of the
Corporation and its Subsidiaries by granting Options to such persons.





ARTICLE 2 -

DEFINITIONS AND INTERPRETATION





	2.1	 	Definitions
	 
	 	 	For the purposes of this Plan, the following terms will have the following meanings:






	 	(a)	 	“Administrator” means the Board, the Compensation Committee, the President
and Chief Executive Officer of the Corporation, the Chairman of the Board of Directors
or the Chairman of the Compensation Committee, as the case may be, as administrator of
the Plan as determined from time to time in accordance with section 3.1(a);
	 
	 	(b)	 	“Board” means the board of directors of the Corporation;
	 
	 	(c)	 	“Cause” means:






	 	(i)	 	the continued failure by the Optionholder to substantially
perform his or her duties in connection with his or her employment by, or
service to, the Corporation or any Subsidiary (other than as a result of
physical or mental illness) after the Corporation or any Subsidiary has given
the Optionholder reasonable written notice of such failure and a reasonable
opportunity to correct it;
	 
	 	(ii)	 	the engaging by the Optionholder in any act which is
injurious to the Corporation or its reputation, financially or otherwise;
	 
	 	(iii)	 	the engaging by the Optionholder in any act resulting or
intended to result, directly or indirectly, in personal gain to the
Optionholder at the expense of the Corporation;
	 
	 	(iv)	 	the conviction of the Optionholder by a court of competent
jurisdiction on any charge involving fraud, theft or moral turpitude by the
Optionholder in connection with the business of the Corporation; or
	 
	 	(v)	 	any other conduct that constitutes cause at common law;






	 	(d)	 	“Change of Control” means:






	 	(i)	 	the initial acquisition by any person, or any persons acting
jointly or in concert (as determined by the Securities Act (Alberta)), whether
directly or indirectly, of voting securities of the Corporation which,
together with all other voting securities of the Corporation held by such
persons, constitutes, in the aggregate, more than 20% of all outstanding
voting securities of the Corporation;










 



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	 	(ii)	 	an amalgamation, arrangement or other form of business
combination of the Corporation with another corporation which results in the
holders of voting securities of that other corporation holding, in the
aggregate, more than 50% of all outstanding voting securities of the
corporation resulting from the business combination;
	 
	 	(iii)	 	a sale, disposition, lease or exchange to or with another
person or persons (other than a Subsidiary) of property of the Corporation
representing 50% or more of the net book value of the assets of the
Corporation, determined as of the date of the most recently published audited
annual or unaudited quarterly interim financial statements of the Corporation;
or
	 
	 	(iv)	 	a change in the composition of the Board over any twelve
month period such that more than 50% of the persons who were directors of the
Corporation at the beginning of the period are no longer directors at the end
of the period, unless such change is a consequence of normal attrition;






	 	(e)	 	“Common Shares” means common shares of the Corporation;
	 
	 	(f)	 	“Compensation Committee” means a compensation committee of the Board
consisting of not less than three directors;
	 
	 	(g)	 	“Consultant” means a person engaged to provide ongoing management or
consulting services for the Corporation or any Subsidiary;
	 
	 	(h)	 	“Corporation” means Canadian Pacific Railway Limited, and any successor
corporation thereto;
	 
	 	(i)	 	“Date of Termination” means the actual date of termination of employment of
the Optionholder or termination of the Optionholder’s contract as a Consultant, and
excludes any period during which the Optionholder is in receipt of or is eligible to
receive any statutory, contractual or common law notice or compensation in lieu
thereof or severance or damage payments following the actual date of termination;
	 
	 	(j)	 	“Eligible Person” means any officer, employee or Consultant of the
Corporation or any Subsidiary, and also includes a Family Trust, Personal Holding
Corporation, Retirement Trust and the persons holding the Options described in section
4.12;
	 
	 	(k)	 	“Exercise Price” means the price per Common Share at which Common Shares may
be subscribed for by an Optionholder pursuant to a particular Option Agreement;
	 
	 	(l)	 	“Expiry Date” means the date on which an Option expires pursuant to the
Option Agreement relating to that Option;
	 
	 	(m)	 	“Family Trust” means a trust, of which at least one of the trustees is an
Eligible Person and the beneficiaries of which are one or more of the Eligible Person
and the spouse, minor children and minor grandchildren of the Eligible Person;
	 
	 	(n)	 	“Grant Date” means the date on which an Option is granted, being the date
that the Administrator grants or resolves to grant the Option, unless the
Administrator ratifies or resolves to ratify Options granted on an earlier date or to
delay the grant of Options to a later date, in which case the Grant Date will be such
earlier or later date;
	 
	 	(o)	 	“Insider” means:










 



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	 	(i)	 	an insider as defined in the Securities Act (Alberta), other
than a person who falls within that definition solely by virtue of being a
director or senior officer of a Subsidiary; and
	 
	 	(ii)	 	an associate, as defined in the Securities Act (Alberta), of
any person who is an insider by virtue of (i) above;






	 	(p)	 	“Notice of Exercise” means a notice, substantially in the form of the notice
set out in Schedule B to this Plan, from an Optionholder to the Corporation giving
notice of the exercise or partial exercise of an Option previously granted to the
Optionholder;
	 
	 	(q)	 	“Option” means an option to purchase Common Shares granted to an Eligible
Person pursuant to the terms of the Plan, and includes any related SARs;
	 
	 	(r)	 	“Option Agreement” means an agreement, substantially in the form of the
agreement set out in Schedule A to this Plan, between the Corporation and an Eligible
Person setting out the terms of an Option granted to the Eligible Person;
	 
	 	(s)	 	“Optioned Shares” means the Common Shares that may be subscribed for by an
Optionholder pursuant to a particular Option Agreement;
	 
	 	(t)	 	“Optionholder” means an Eligible Person to whom an Option has been granted;
	 
	 	(u)	 	“Personal Holding Corporation” means a corporation that is controlled by an
Eligible Person and the shares of which are beneficially owned by the Eligible Person
and the spouse, minor children or minor grandchildren of the Eligible Person;
	 
	 	(v)	 	“Plan” means this Management Stock Option Incentive Plan of the Corporation,
as amended from time to time;
	 
	 	(w)	 	“person” has the meaning ascribed to such term in the Securities Act
(Alberta);
	 
	 	(x)	 	“Retirement Trust” means a trust governed by a registered retirement savings
plan or a registered retirement income fund established by and for the benefit of an
Eligible Person;
	 
	 	(y)	 	“SAR” means a share appreciation right granted to an Eligible Person pursuant
to the terms of the Plan;
	 
	 	(z)	 	“Share Compensation Arrangement” means any stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive mechanism
involving the issuance or potential issuance of Common Shares to one or more Eligible
Persons, including a share purchase from treasury which is financially assisted by the
Corporation by way of a loan, guarantee or otherwise; and
	 
	 	(aa)	 	“Subsidiary” means any corporation that is a subsidiary of the Corporation as
defined in the Securities Act (Alberta).






	2.2	 	Interpretation






	 	(a)	 	Time shall be the essence of this Plan.
	 
	 	(b)	 	Words denoting the singular number include the plural and vice versa and
words denoting any gender include all genders.










 



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	 	(c)	 	This Plan and all matters to which reference is made herein will be governed
by and interpreted in accordance with the laws of Alberta and the federal laws of
Canada applicable therein.





ARTICLE 3 -

GENERAL PROVISIONS OF THE PLAN





	3.1	 	Administration






	 	(a)	 	The Plan will be administered by:






	 	(i)	 	the Board;
	 
	 	(ii)	 	if determined by the Board, by the Compensation Committee; or
	 
	 	(iii)	 	if determined by the Board, by the President and Chief
Executive Officer of the Corporation, the Chairman of the Board of Directors
or the Chairman of the Compensation Committee with respect to Options granted
to Eligible Persons from time to time within the parameters set by the Board.






	 	(b)	 	Subject to the limitations of the Plan and the parameters set by the Board,
the Administrator has the authority to:






	 	(i)	 	determine which Eligible Persons are to be granted Options
and grant Options to those Eligible Persons:
	 
	 	(ii)	 	determine the terms of such Options;
	 
	 	(iii)	 	prescribe the form of Option Agreement and Notice of
Exercise with respect to a particular Option, if other than substantially as
set forth in Schedules A and B to this Plan; and
	 
	 	(iv)	 	interpret the Plan and determine all questions arising out of
the Plan and any Option granted pursuant to the Plan, which interpretations
and determinations will be conclusive and binding on the Corporation, Eligible
Persons, Optionholders and all other affected persons.






	3.2	 	Shares Reserved






	 	(a)	 	The maximum number of Common Shares that may be reserved for issuance
pursuant to Options granted under the Plan is 11,000,000. The maximum number of
Common Shares will be reduced as Options are exercised and the Common Shares so
reserved are issued.
	 
	 	(a.1)	 	The maximum number of Common Shares reserved for issuance under the Plan
shall be increased on February 20, 2007 by a number of Common Shares equal to (i) the
lesser of 7% of the outstanding Common Shares on February 20, 2007 and 11,400,000
Common Shares, less (ii) the sum of the number of Common Shares subject to outstanding
Options on February 20, 2007 and the remaining number of Common Shares available for
issuance under the Plan on February 20, 2007 (prior to giving effect to such increase)
that are not subject to granted Options.
	 
	 	(b)	 	The maximum number of Common Shares that may be reserved for issuance to any
one Eligible Person pursuant to Options granted under the Plan is 5% of the number of
Common Shares outstanding at the time of reservation.










 



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	 	(c)	 	Any Common Shares subject to an Option that expires or terminates without
having been fully exercised may be made the subject of a further Option. No
fractional Common Shares may be issued under the Plan.






	3.3	 	Eligibility
	 
	 	 	Options may be granted by the Administrator to any Eligible Person, subject to the
limitations set forth in sections 3.2 and 3.4 and any parameters set by the Board.
	 
	3.4	 	Limits with respect to Insiders






	 	(a)	 	The maximum number of Common Shares that may be reserved for issuance to
Insiders pursuant to Options granted under the Plan and any other Share Compensation
Arrangement is 10% of the number of Common Shares outstanding.
	 
	 	(b)	 	The maximum number of Common Shares that may be issued to Insiders under the
Plan and any other Share Compensation Arrangement within a one-year period is 10% of
the number of Common Shares outstanding.
	 
	 	(c)	 	The maximum number of Common Shares that may be issued to any one Insider
(and such Insider’s associates, as defined in the Securities Act (Alberta)), under the
Plan and any other Share Compensation Arrangement within a one-year period is 5% of
the number of Common Shares outstanding.
	 
	 	(d)	 	For the purposes of (a), (b) and (c) above, any entitlement to acquire Common
Shares granted pursuant to the Plan or any other Share Compensation Arrangement prior
to the grantee becoming an Insider is to be excluded. For the purposes of (b) and (c)
above, the number of Common Shares outstanding is to be determined on the basis of the
number of Common Shares outstanding at the time of the reservation or issuance, as the
case may be, excluding Common Shares issued under the Plan or under any other Share
Compensation Arrangement over the preceding one-year period.






	3.5	 	Non-Exclusivity
	 
	 	 	Nothing in this Plan will prevent the Board from adopting other or additional Share
Compensation Arrangements, subject to obtaining any required regulatory or shareholder
approvals.
	 
	3.6	 	Amendment of Plan and Options






	 	(a)	 	The Board may amend, suspend or terminate the Plan at any time, provided that
no such amendment, suspension or termination may:






	 	(i)	 	be made without obtaining any required regulatory or
shareholder approvals (which approvals will always be required in the case of
an amendment to increase the maximum number of Common Shares that may be
reserved for issuance pursuant to Options granted under the Plan); or
	 
	 	(ii)	 	prejudice the rights of any Optionholder under any Option
previously granted to the Optionholder, without the consent or deemed consent
of the Optionholder.






	 	(b)	 	The Board may amend the terms of any outstanding Option (including, without
limitation, to cancel an Option or amend the date or dates on which an Option or a
portion thereof vests and so becomes exercisable), provided that:






	 	(i)	 	any required regulatory and shareholder approvals are
obtained;










 



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	 	(ii)	 	the Board would have had the authority to initially grant the
Option under terms as so amended; and
	 
	 	(iii)	 	the consent or deemed consent of the Optionholder is
obtained if the amendment would prejudice the rights of the Optionholder under
the Option.






	3.7	 	Compliance with Laws and Stock Exchange Rules
	 
	 	 	The Plan, the grant and exercise of Options under the Plan and the Corporation’s obligation
to issue Common Shares on exercise of Options will be subject to all applicable federal,
provincial and foreign laws, rules and regulations and the rules of any stock exchange on
which the Common Shares are listed for trading. No Option will be granted and no Common
Shares will be issued under the Plan where such grant or issue would require registration
of the Plan or such Common Shares under the securities laws of any foreign jurisdiction.
Common Shares issued to Optionholders pursuant to the exercise of Options may be subject to
limitations on sale or resale under applicable securities laws.





ARTICLE 4 -

GRANT OF OPTIONS





	4.1	 	Grants of Options
	 
	 	 	Options may be granted to Eligible Persons from time to time (prior to the Date of
Termination in respect of a particular Eligible Person) in accordance with this Plan.
	 
	4.2	 	Option Agreement






	 	(a)	 	Upon the grant of an Option, the Corporation will deliver to the Optionholder
an Option Agreement dated the Grant Date, containing the terms of the Option and
executed by the Corporation. Upon return to the Corporation of the Option Agreement,
executed by the Optionholder, the Optionholder will be a participant in the Plan and
have the right to purchase the Optioned Shares on the terms set out in the Option
Agreement and in the Plan.
	 
	 	(b)	 	An Optionholder may elect at the time of grant to have all or a portion of
the Option granted to the Optionholder’s Family Trust, Personal Holding Corporation or
Retirement Trust (if permitted by applicable securities laws). In that case, an
Option Agreement will be entered into between the Corporation and the Family Trust,
Personal Holding Corporation or Retirement Trust, which will be the Optionholder for
the purposes of this Plan.






	4.3	 	Exercise Price
	 
	 	 	The Exercise Price of Common Shares subject to an Option will be determined or ratified by
the Administrator and will not be less than the market price of the Common Shares at the
Grant Date, calculated as:






	 	(a)	 	the closing price of a board lot of the Common Shares on The Toronto Stock
Exchange on:






	 	(i)	 	the last trading day preceding the Grant Date, if the Option
is granted before the close of trading on the Grant Date; or










 



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	 	(ii)	 	the Grant Date, if the Option is granted after the close of
trading on the Grant Date;






	 	 	 	provided that if the Common Shares did not trade on that trading day, then the
closing price on the last preceding trading day on which a board lot of the Common
Shares traded will be used;
	 
	 	(b)	 	if the Options are to be granted on a pre-determined date in the future, the
weighted average trading price, rounded up to the nearest cent, of the Common Shares
on The Toronto Stock Exchange for the five trading days preceding the Grant Date; or
	 
	 	(c)	 	such other Exercise Price as may be permitted or required by The Toronto
Stock Exchange.






	4.4	 	Time of Exercise






	 	(a)	 	An Option may be exercised by an Optionholder from time to time as follows:






	 	(i)	 	on and after the second anniversary of the Grant Date, as to
50% of the Optioned Shares or any part thereof; and
	 
	 	(ii)	 	on and after the third anniversary of the Grant Date, as to
the remaining 50% of the Optioned Shares or any part thereof.






	 	(b)	 	Notwithstanding section 4.4(a):






	 	(i)	 	the Administrator may determine on the Grant Date that a
particular Option will be exercisable in whole or in part on different dates
or for reasons other than the passage of time (including the achievement by
the Corporation or the Optionholder of specified performance or other
criteria);
	 
	 	(ii)	 	the Board may determine after the Grant Date that a
particular Option will be exercisable in whole or in part on earlier dates for
any reason; and
	 
	 	(iii)	 	an Option will be exercisable on an earlier date pursuant to
section 4.11, with respect to a Change of Control.






	4.5	 	Expiry Date
	 
	 	 	The Expiry Date of an Option will be ten years after the Grant Date, subject to:






	 	(a)	 	the right of the Administrator to determine at the time of grant that a
particular Option will have a shorter term; and
	 
	 	(b)	 	the provisions of section 4.7 relating to early expiry.






	4.6	 	Grants of SARs






	 	(a)	 	SARs may be granted to Eligible Persons at the same time as the grant of an
Option.
	 
	 	(b)	 	SARs, if granted, will have the following terms (or such other terms as are
consistent with the related Options):






	 	(i)	 	one SAR will be granted for every two Optioned Shares;










 



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	 	(ii)	 	the reference price for an SAR will be the same as the
Exercise Price of the related Option;
	 
	 	(iii)	 	SARs may be exercised from time to time by an Optionholder
as follows:






	 	A.	 	on and after the second anniversary of the
Grant Date, as to 50% of the SARs or any part thereof;
	 
	 	B.	 	on and after the third anniversary of the
Grant Date, as to the remaining 50% of the SARs or any part thereof;






	 	(iv)	 	exercise of SARs will result in a reduction in the number of
Optioned Shares on the basis of one Optioned Share for each exercised SAR;
	 
	 	(v)	 	exercise of an Option will result in a reduction in the
number of SARs on the basis of one SAR for each Optioned Share purchased in
excess of 50% of the number of Optioned Shares; and
	 
	 	(vi)	 	the Expiry Date of an SAR will be ten years after the Grant
Date.






	 	(c)	 	An Optionholder who wishes to exercise an SAR may do so by delivering a
completed Notice of Exercise to the Corporation on or before the Expiry Date of the
SAR.
	 
	 	(d)	 	Not later than five business days after receipt by the Corporation pursuant
to section 4.6(c) of the Notice of Exercise, the Corporation will pay to the
Optionholder, for each exercised SAR, an amount equal to:






	 	(i)	 	the closing price of a board lot of the Common Shares on The
Toronto Stock Exchange on:






	 	A.	 	the last trading day preceding the day of
receipt by the Corporation of the Notice of Exercise, if received by
the Corporation before the close of trading; or
	 
	 	B.	 	the day of receipt by the Corporation of
the Notice of Exercise, if received by the Corporation after the
close of trading;






	 	 	 	provided that if the Common Shares did not trade on the relevant day, then
the closing price on the last preceding trading day on which a board lot
of the Common Shares traded will be used; less






	 	(ii)	 	the Exercise Price.






	 	(e)	 	The provisions of this Plan with respect to Options apply to SARs, where
appropriate and with the necessary changes.






	4.7	 	Early Expiry
	 
	 	 	An Option will continue in effect until its Expiry Date or expire before its Expiry Date,
as the case may be, in the following events and manner:






	 	(a)	 	if an Optionholder resigns from his or her employment (other than in the
circumstances described in (c)), or an Optionholder’s contract as a Consultant
terminates at its normal termination date, then only the portion of the Option that is
exercisable at the date of resignation or termination may be exercised by the
Optionholder and any such exercise










 



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	 	 	 	must be during the period ending on the earlier of (i) 30 days after the date of
resignation or termination and (ii) the Expiry Date, after which period the Option
will expire;






	 	(b)	 	if an Optionholder’s employment is terminated by the Corporation or a
Subsidiary without Cause, including a constructive dismissal, or an Optionholder’s
contract as a Consultant is terminated by the Corporation or a Subsidiary before its
normal termination date without Cause, then the Option will continue to become
exercisable by the Optionholder pursuant to section 4.4(a) after the Date of
Termination and any exercise of the Option must be during the period ending on the
earlier of (i) six months after the Date of Termination and (ii) the Expiry Date,
after which period the Option will expire;
	 
	 	(c)	 	if an Optionholder’s employment is terminated by the Corporation or a
Subsidiary for Cause, or an Optionholder’s contract as a Consultant is terminated by
the Corporation or a Subsidiary before its normal termination date for Cause,
including where an Optionholder resigns from his or her employment or terminates his
or her contract as a Consultant after being requested to do so by the Corporation or a
Subsidiary as an alternative to being terminated for Cause, then the Option will
expire on the Date of Termination;
	 
	 	(d)	 	if an Optionholder’s contract as a Consultant is frustrated before its normal
termination date due to permanent disability, then only the portion of the Option that
is exercisable at the date of frustration may be exercised by the Optionholder and any
such exercise must be during the period ending on the earlier of (i) six months after
the date of frustration and (ii) the Expiry Date, after which period the Option will
expire;
	 
	 	(e)	 	if an Optionholder’s employment ceases due to permanent disability, then the
Option will continue to become exercisable pursuant to section 4.4 and will expire on
the Expiry Date;
	 
	 	(f)	 	if an Optionholder retires upon attaining the mandatory or early retirement
age established by the Corporation or a Subsidiary from time to time, then the Option
will continue to become exercisable pursuant to section 4.4 and will expire on the
Expiry Date; and
	 
	 	(g)	 	if an Optionholder dies, then the Option will continue to become exercisable
pursuant to section 4.4(a) after the death of the Optionholder, any exercise of the
Option must be effected by a legal representative of the Optionholder’s estate or by a
person who acquires the Optionholder’s rights under the Option by bequest or
inheritance and any such exercise must be during the period ending on the earlier of
(i) 12 months after the death of the Optionholder and (ii) the Expiry Date, after
which period the Option will expire;





          subject to the right of:





	 	(a)	 	the Administrator to, on the Grant Date, set shorter or longer periods for
exercise (not later than the Expiry Date) with respect to a particular Optionholder;
and
	 
	 	(b)	 	the Board to, after the Grant Date, set shorter (with the consent of the
Optionholder) or longer periods for exercise (not later than the Expiry Date) with
respect to a particular Optionholder or group of Optionholders.






	4.8	 	Limited Assignment






	 	(a)	 	An Option may not be assigned, except to:










 



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	 	(i)	 	an Optionholder’s Family Trust, Personal Holding Corporation
or Retirement Trust (or between such entities or from either of such entities
to the Optionholder); or
	 
	 	(ii)	 	a legal representative of the Optionholder’s estate or a
person who acquires the Optionholder’s rights under the Option by bequest or
inheritance on death of the Optionholder.






	 	(b)	 	If a Personal Holding Corporation to which an Option has been granted or
assigned is no longer controlled by the related Eligible Person, or the shares of the
Personal Holding Corporation are no longer beneficially owned by the Eligible Person
and persons who were the spouse, minor children or minor grandchildren of the Eligible
Person at the time of the grant or assignment, then the Option cannot be exercised
until it is assigned by the Personal Holding Corporation to that Eligible Person or
another assignee permitted by section 4.8(a).






	4.9	 	No Rights as Shareholder or to Remain an Eligible Person; Status of Consultants






	 	(a)	 	An Optionholder will only have rights as a shareholder of the Corporation
with respect to those of the Optioned Shares that the Optionholder has acquired
through exercise of an Option in accordance with its terms.
	 
	 	(b)	 	Nothing in this Plan or in any Option Agreement will confer on any
Optionholder any right to remain as an officer, employee or Consultant of the
Corporation or any Subsidiary.
	 
	 	(c)	 	Nothing in this Plan or in any Option Agreement entered into with a
Consultant will constitute the Consultant as an employee of the Corporation or any
Subsidiary.






	4.10	 	Adjustments
	 
	 	 	Adjustments will be made to (i) the Exercise Price of an Option, (ii) the number of Common
Shares delivered to an Optionholder upon exercise of an Option and/or (iii) the maximum
number of Common Shares that, pursuant to section 3.2(a), may at any time be reserved for
issuance pursuant to Options granted under the Plan in the following events and manner,
subject to any required regulatory approvals and the right of the Board to make such other
or additional adjustments, or to make no adjustments at all, as the Board considers to be
appropriate in the circumstances:






	 	(a)	 	upon (i) a subdivision of the Common Shares into a greater number of Common
Shares, (ii) a consolidation of the Common Shares into a lesser number of Common
Shares or (iii) the issue of a stock dividend to holders of the Common Shares
(excluding a stock dividend paid in lieu of a cash dividend in the ordinary course),
the Exercise Price will be adjusted accordingly and the Corporation will deliver upon
exercise of an Option, in addition to or in lieu of the number of Optioned Shares in
respect of which the right to purchase is being exercised, such greater or lesser
number of Common Shares as result from the subdivision, consolidation or stock
dividend;
	 
	 	(b)	 	upon (i) a capital reorganization, reclassification or change of the Common
Shares, (ii) a consolidation, amalgamation, arrangement or other form of business
combination of the Corporation with another person or corporation or (iii) a sale,
lease or exchange of all or substantially all of the property of the Corporation, the
Exercise Price will be adjusted accordingly and the Corporation will deliver upon
exercise of an Option, in lieu of the Optioned Shares in respect of which the right to
purchase is being exercised, the kind and amount of shares or other securities or
property as results from such event;










 



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	 	(c)	 	upon the distribution by the Corporation to holders of the Common Shares of
(i) shares of any class (whether of the Corporation or another corporation) other than
Common Shares, (ii) rights, options or warrants, (iii) evidences of indebtedness or
(iv) cash (excluding a cash dividend paid in the ordinary course), securities or other
property or assets, the Exercise Price will be adjusted accordingly but no adjustment
will be made to the number of Optioned Shares to be delivered upon exercise of an
Option;
	 
	 	(d)	 	upon the occurrence of an event described in (a) or (b) above, the maximum
number of Common Shares that, pursuant to section 3.2(a), may at any time be reserved
for issuance pursuant to Options granted under the Plan will be adjusted accordingly;
	 
	 	(e)	 	adjustments to the Exercise Price of an Option will be rounded up to the
nearest one cent and adjustments to the number of Common Shares delivered to an
Optionholder upon exercise of an Option and the maximum number of Common Shares that,
pursuant to section 3.2(a), may at any time be reserved for issuance pursuant to
Options granted under the Plan will be rounded down to the nearest whole Common Share;
and
	 
	 	(f)	 	an adjustment will take effect at the time of the event giving rise to the
adjustment, and the adjustments provided for in this section are cumulative;






	4.11	 	Change of Control






	 	(a)	 	On the occurrence of a Change of Control, an Optionholder may exercise the
Option, notwithstanding section 4.4(a), as to any of the Optioned Shares in respect of
which the Option has not been exercised.
	 
	 	(b)	 	If a “take-over bid” (within the meaning of applicable securities
legislation) made by any person for the voting securities of the Corporation would, if
successful, result in a Change of Control, then:






	 	(i)	 	the Corporation will promptly notify the Optionholder of the
take-over bid and the rights of the Optionholder under this section;
	 
	 	(ii)	 	the Optionholder may exercise the Option, notwithstanding
section 4.4(a), as to any of the Optioned Shares in respect of which the
Option has not been exercised, during the period ending on the earlier of the
expiration of the take-over bid and the Expiry Date;
	 
	 	(iii)	 	exercise of the Option shall only be for the purpose of
depositing the Optioned Shares pursuant to the take-over bid;
	 
	 	(iv)	 	the Optionholder may elect cashless exercise pursuant to
section 5.3, which will apply with the necessary changes; and
	 
	 	(v)	 	if the Optioned Shares are not deposited by the Optionholder
pursuant to the take-over bid or, if deposited, are subsequently withdrawn by
the Optionholder or not all taken up and paid for by the offeror, then the
Optionholder shall promptly return the Optioned Shares (or the portion that
are not taken up and paid for) to the Corporation for cancellation, the Option
respecting such Optioned Shares shall be deemed not to have been exercised,
the Optioned Shares shall be deemed not to have been issued and the
Corporation shall refund to the Optionholder the aggregate Exercise Price for
the Optioned Shares (unless the Optionholder elected cashless exercise).










 



- 13 -








	4.12	 	Former Canadian Pacific Limited Optionholders
	 
	 	 	Options under this Plan include options and accompanying share appreciation rights issued
under the key employee stock option plan of Canadian Pacific Limited which were replaced
with Options and accompanying SARs of the Corporation pursuant to the arrangement under
section 192 of the Canada Business Corporations Act described in the management proxy
circular of Canadian Pacific Limited dated August 3, 2001. Such Options and SARs are
subject to the provisions of this Plan, with the necessary changes, provided that none of
the provisions of this Plan will operate so as to adversely affect the rights of the
Optionholder as set forth in the key employee stock option plan of Canadian Pacific
Limited. If the Optionholder is not an officer or employee of or a consultant to the
Corporation, then the early expiry provisions of the replacement Options and SARs will
become effective when the Optionholder’s employment or engagement with another former
subsidiary of Canadian Pacific Limited terminates.
	 
	4.13	 	Reduction in Exercise Price of Options
	 
	 	 	Notwithstanding any provision in this plan to the contrary, no Option or SAR may be amended
to reduce the Exercise Price to a price below the Exercise Price applicable to such Option
or SAR determined at the Grant Date. In addition, no Option or SAR may be granted in
exchange for, or in connection with, the cancellation or surrender of an Option, or SAR.





ARTICLE 5 -

EXERCISE OF OPTIONS





	5.1	 	Manner of Exercise
	 
	 	 	An Optionholder who wishes to exercise an Option may do so by delivering the following to
the Corporation on or before the Expiry Date of the Option:






	 	(a)	 	a completed Notice of Exercise; and
	 
	 	(b)	 	subject to section 5.3, a cheque (which need not be a certified cheque) or
bank draft payable to the Corporation for the aggregate Exercise Price of the Optioned
Shares being acquired.






	 	 	If the Optionholder is deceased or mentally disabled, the Option may be exercised by a
legal representative of the Optionholder or the Optionholder’s estate or by a person who
acquires the Optionholder’s rights under the Option by bequest or inheritance and who, in
addition to delivering to the Corporation the Notice of Exercise and (if applicable) cheque
or bank draft described above, must also deliver to the Corporation evidence of their
status.
	 
	5.2	 	Delivery of Share Certificate
	 
	 	 	Not later than five business days after receipt by the Corporation pursuant to section 5.1
of the Notice of Exercise and payment in full for the Optioned Shares being acquired, the
Corporation will direct its registrar and transfer agent to issue a certificate in the name
of the Optionholder or an intermediary on behalf of the Optionholder (or, if deceased, his
or her legal representative or beneficiary) for the number of Optioned Shares purchased by
the Optionholder (or his or her legal representative or beneficiary), which will be issued
as fully paid and non-assessable Common Shares.










 



- 14 -








	5.3	 	Cashless Exercise
	 
	 	 	An Optionholder may elect “cashless” exercise in a Notice of Exercise if the Common Shares
issuable on exercise of an Option are to be immediately sold. In such case, the
Optionholder will not be required to deliver to the Corporation the cheque or bank draft
referred to in section 5.1. Instead, the following procedure will be followed, as detailed
in a Cashless Exercise Instruction Form to be provided by the Corporation and completed by
the Optionholder:






	 	(a)	 	the Optionholder will instruct a broker selected by the Optionholder to sell
through The Toronto Stock Exchange the Common Shares issuable on exercise of an
Option, as soon as possible and at the then applicable bid price for the Common Shares
of the Corporation;
	 
	 	(b)	 	on the settlement date for the trade, the Corporation will direct its
registrar and transfer agent to issue a certificate in the name of the broker (or as
the broker may otherwise direct) for the number of Common Shares issued on exercise of
the Option, against payment by the broker to the Corporation of the Exercise Price for
such Common Shares; and
	 
	 	(c)	 	the broker will deliver to the Optionholder the remaining proceeds of sale,
net of brokerage commission.






	5.4	 	Withholding
	 
	 	 	If the Corporation determines that the satisfaction of taxes, including withholding tax, or
other withholding liabilities is necessary or desirable in respect of the exercise of any
Option, the exercise of the Option is not effective unless such taxes have been paid or
withholdings made to the satisfaction of the Corporation. The Corporation may require an
Optionholder to pay to the Corporation, in addition to the Exercise Price for the Optioned
Shares, any amount as the Corporation is obliged to remit to the relevant taxing authority
in respect of the exercise of the Option. Any such additional payment is due no later than
the date on which any amount with respect to the Option exercised is required to be
included in the gross income of the Optionholder for tax purposes.
	 
	 	 	May 5, 2006.





	 	 	 	 	 
	 

	 	/s/ R.A. Shields	 	 
	 

	 	 

R.A. Shields
	 	 
	 	 	Vice-President, Human Resources and Industrial Relations
	 

	 	Canadian Pacific Railway Company	 	 












 






SCHEDULE A – FORM OF OPTION AGREEMENT




CANADIAN PACIFIC RAILWAY LIMITED

MANAGEMENT STOCK OPTION INCENTIVE PLAN




OPTION AGREEMENT




     This Option Agreement is entered into between Canadian Pacific Railway Limited (the
“Corporation”) and the Optionholder named below pursuant to the Canadian Pacific Railway Limited
Management Stock Option Incentive Plan (the “Plan”), a copy of which is attached hereto, and
confirms that:




	1.	 	on • , 200• (the “Grant Date”);
	 
	2.	 	• (the “Optionholder”);
	 
	3.	 	was granted an option (the “Option”) to purchase • Common Shares (the “Optioned
Shares”) of the Corporation, exercisable from time to time as to:






	 	(a)	 	50% on and after the second anniversary of the Grant Date; and
	 
	 	(b)	 	the remaining 50% on and after the third anniversary of the Grant Date;
[NOTE: or other exercise criteria, as appropriate.]






	4.	 	at a price (the “Exercise Price”) of $• per Common Share; and
	 
	5.	 	for a term expiring at 5:00 p.m., Calgary time, on • , 201• (the “Expiry Date”);




on the terms and subject to the conditions set out in the Plan. [The Optionholder was also granted
on the Grant Date • share appreciation rights (the “SARs”) of the Corporation, exercisable
from time to time on and after the third anniversary of the Grant Date as to 100% of the SARs or
any part thereof, on the terms and subject to the conditions set out in the Plan.]




     By signing this agreement, the Optionholder acknowledges that he or she has read and
understands the terms of the Plan and accepts the Option in accordance with the terms of the Plan.



     IN WITNESS WHEREOF the Corporation and the Optionholder have executed this Option Agreement as
of • , 200•.



	 	 	 	 	 	 	 
	 	 	Canadian Pacific Railway Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name of Optionholder	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature of Optionholder	 	 













 








SCHEDULE B – FORM OF NOTICE OF EXERCISE




Canadian Pacific Railway Limited

MANAGEMENT STOCK OPTION INCENTIVE PLAN




NOTICE OF EXERCISE




	 	 	 
	TO:

	 	Canadian Pacific Railway Limited
	 

	 	Suite 500, Gulf Canada Square
	 

	 	401 – 9th Avenue S.W.
	 

	 	Calgary, Alberta T2P 4Z4
	 
	 	 
	 

	 	Attention: •






     Reference is made to the Option Agreement made as of • , 200• , between Canadian
Pacific Railway Limited (the “Corporation”) and the Optionholder named below. The Optionholder
hereby exercises the Option to purchase Common Shares of the Corporation as follows:



	 	 	 	 	 	 	 
	Number of Optioned Shares (or SARs) for which Option being exercised:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exercise Price per Common Share:

	 	 	$	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total Exercise Price:

	 	 	$	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Check here for exercise of the Option if a cheque (which need not be
a certified cheque) or bank draft is tendered with this Notice of
Exercise:

	 	 	 	 	 	o
	 
	 	 	 	 	 	 
	Check here for cashless exercise of the Option (in which case
the shares will be sold and no cheque or bank draft needs to be
tendered with this Notice of Exercise):1

	 	 	 	 	 	o
	 
	 	 	 	 	 	 
	Check here for exercise of SARs:

	 	 	 	 	 	o
	 
	 	 	 	 	 	 





	 	 	 
	Name of Optionholder as it is to appear on share certificate
(except for cashless exercise or exercise of SARs):
	 	 
	 

	 	 
	 
	 	 
	Address of Optionholder as it is to appear on the register of Common
Shares of the Corporation and to which a certificate representing
the Common Shares being purchased is to be delivered or, in the case
of cashless exercise or exercise of SARs, to which a cheque is to be
delivered:

	 	
 

	 

	 	 
	 
	 	 
	 

	 	 





Dated • , 200•.




	 	 	 
	 

	 	 
	 

	 	Name of Optionholder
	 
	 	 
	 

	 	 
	 

	 	Signature of Optionholder








 




			
	1	 	An optionholder electing cashless
exercise will be required to submit a completed Cashless Exercise Instruction
Form at the same time as this Notice of Exercise. The Form may be obtained
from the Corporation’s human resources department.