Offer of Employment Letter to Mark Redd dated August 13, 2019

August 13, 2019

Mark Redd

I am pleased to appoint you to the position of Executive Vice President, Operations reporting to myself.

September 1, 2019

In this role, your base salary will increase to $425,000. The expected value of your total compensation package which includes base salary, short term and long term incentive plans will increase to $1,700,000 annually.

You will continue to be eligible to participate in the Short Term Incentive Plan (STIP). Your target award level will increase to 75% of your base salary (or $318,750) effective September 1, 2019. This annual bonus is comprised of two components, individual and corporate: 25% will be based on your individual performance as measured through the Company's Performance Management Program and the remaining 75% will be based on the Company's performance against its corporate targets. Both Corporate and individual components have a maximum of 200% of target. For the 2019 plan year, your target award level will be prorated for your working days at each target throughout the year.

You will continue to be eligible to participate in CP’s annual Long Term Incentive Plan. Subject to plan design, as it may change over time and ongoing Board discretion, your target award level will increase to 225% of your annual salary (or $956,250), consisting of an allocation of 40% of value in regular stock options and 60% of value in performance share units (PSUs). Subject to Board approval, annual grants typically occur in January/February of each year. In addition to the 2019 grant you have already received, reflective of the SVP level or 125% target, you will receive an additional Long Term Incentive grant pro-rated against the number of days you are working in the EVP role in 2019 at your new target level (225%). This grant will occur on September 3, 2019 or the next available date should the CEO be in a blackout position.

By five (5) years from the effective date of this position, you will be required to achieve an ownership level equivalent to 3 times your annual salary.

Effective September 1, 2019, you will no longer be eligible for tax equalization. The standard Canadian payroll deductions will apply.

Attachment I: Employment Offer and Conditions

Appendix I: Executive Compensation Clawback Policy

Appendix II: Confidentiality Agreement

Appendix III: Non-Competition, Non-Solicitation, and Non-Disclosure Agreement

Sincerely,

Keith Creel

President and Chief Executive Officer