EXHIBIT 99.3
 Certification by the Chief Financial Officer of the Registrants filed pursuant to Rule 13a-14(a) of
the Exchange Act.
 Canadian Pacific Railway Limited
  1.
    
    I have reviewed this annual report on Form 40-F of Canadian Pacific Railway Limited;
 2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
 3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the issuer as of, and for, the periods presented in this report;
 4.
    
    The issuers other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the issuer and have:
 a)
    
    Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which
this report is being prepared;
 b)
    
    Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
 c)
    
    Evaluated the effectiveness of the issuers disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
 d)
    
    Disclosed in this report any change in the issuers internal control over
financial reporting that occurred during the period covered by the annual report that
has materially affected, or is reasonably likely to materially affect, the issuers
internal control over financial reporting; and
 5.
    
    The issuers other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the issuers auditors and the
audit committee of the issuers board of directors (or persons performing the equivalent
functions):
 a)
    
    All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the issuers ability to record, process, summarize and report financial
information; and
 b)
    
    Any fraud, whether or not material, that involves management or other employees
who have a significant role in the issuers internal control over financial reporting.
 Date:  March 15, 2011
    /s/  Kathryn B. McQuadeKathryn B. McQuadeExecutive Vice-President and
Chief Financial Officer Page 1 of 2




---



##### 



EXHIBIT 99.3
 Canadian Pacific Railway Company
  1.
    
    I have reviewed this annual report on Form 40-F of Canadian Pacific Railway Company;
 2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
 3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the issuer as of, and for, the periods presented in this report;
 4.
    
    The issuers other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the issuer and have:
 a)
    
    Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which
this report is being prepared;
 b)
    
    Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
 c)
    
    Evaluated the effectiveness of the issuers disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
 d)
    
    Disclosed in this report any change in the issuers internal control over
financial reporting that occurred during the period covered by the annual report that
has materially affected, or is reasonably likely to materially affect, the issuers
internal control over financial reporting; and
 5.
    
    The issuers other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the issuers auditors and the
audit committee of the issuers board of directors (or persons performing the equivalent
functions):
 a)
    
    All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the issuers ability to record, process, summarize and report financial
information; and
 b)
    
    Any fraud, whether or not material, that involves management or other employees
who have a significant role in the issuers internal control over financial reporting.
 Date:  March 15, 2011
    /s/  Kathryn B. McQuadeKathryn B. McQuadeExecutive Vice-President and
Chief Financial Officer Page 2 of 2