Canadian Pacific Railway Completes US$450M Debt Offering

Canadian Pacific Railway Company completed an offering on May 8, 2007 of US$450 million of 5.950 per cent notes due 2037. The notes were offered under a previously filed US$1,500,000,000 shelf prospectus dated May 1, 2007. The underwriters for the offering, led by joint book-running managers Morgan Stanley and RBC Capital Markets, included ABN AMRO Incorporated, Banc of America Securities LLC, BMO Capital Markets, CIBC World Markets, JPMorgan, NBF Securities (USA), Scotia Capital, TD Securities and Wachovia Securities.

Canadian Pacific Railway Company was represented in-house by Don Barnhardt and was assisted in Canada by Macleod Dixon LLP with a team that included Kevin Johnson, Don Tse, Karen Uehara and Justin Pettigrew and in the United States by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Andrew Foley and Jane Danek.

The underwriters were represented by Christopher Cummings and Lawrence Taylor of Shearman & Sterling LLP.

Lawyer(s)

Justin Pettigrew Karen K.L. Uehara Don Tse Kevin E. Johnson

Firm(s)

Norton Rose Fulbright Canada LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Shearman & Sterling LLP