CANADIAN PACIFIC U.S. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TABLE OF CONTENTS

The Soo Line Railroad Company (the “Company”) hereby establishes, as of the Effective Date, an unfunded, deferred compensation plan for a select group of management or highly compensated employees of any Participating Company, entitled the “Canadian Pacific U.S. Supplemental Executive Retirement Plan.”

The Plan is intended to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (and intended to be within the exemptions therefore in, without limitation, sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and section 2520.104-23 of the U.S. Department of Labor Regulations). The Plan is intended to be “unfunded” for purposes of both ERISA and the Code. The Plan is not intended to be a qualified plan under section 401(a) of the Code; rather, the Plan is intended to be a “nonqualified” plan.

The purpose of this Plan is to provide a select group of management or highly compensated employees of the Participating Companies with supplemental benefits that cannot be paid to such employees from the qualified plans that are sponsored by the Company or any Participating Company on account of certain Internal Revenue Code limitations.

Each following word, term and phrase shall have the following respective meanings whenever such word, term or phrase is capitalized and used in any Article of this Plan unless the context clearly indicates otherwise:

Whether or not a Participant has a Disability shall be determined, solely and exclusively, by the Committee.

(a)    The Participant is discharged by the Company;

(c)    The Participant dies while employed with the Company.

A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six (6) months or such longer period during which the Participant’s right to reemployment is provided by statute or contract. If the period of leave exceeds six (6) months and the Participant’s right to reemployment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six (6) month period if the

Company has determined that the Employee will not be reemployed. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29) month period of absence may be substituted for the six (6) month period.

Whether a Separation from Service has occurred is based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Company if the Participant has been providing services to the Company for less than thirty-six (36) months).

If a Participant provides services both as an Employee and as a member of the Board, the services provided as a director are not taken into account in determining whether the Participant has incurred a Separation from Service as an Employee for purposes of this Plan, unless this Plan is aggregated under Code Section 409A with any plan in which the Participant participates as a director.

All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Code Section 409A and the regulations promulgated thereunder.

The eligible group of Employees shall be those Employees who are officers of the Company and covered by the Qualified Plan as defined in Section 2.24, and who determined by the Committee to be eligible for participation as indicated in Appendix A, which shall be attached to and made a part of the Plan as set forth herein and which may be amended from time to time by action of the Committee. Each such eligible Employee shall become a Participant in the Plan as of the Entry Date coincident with or immediately following the provided for by the Committee.

Participation in the Plan shall terminate when a Participant’s employment with the Participating Companies terminates for any reason or upon the occurrence of any other event which causes either the forfeiture of all benefits payable hereunder or the commencement of payment of a benefit hereunder.

The Participating Companies shall establish and maintain for each Participant or former Participant under the Plan a book reserve account (the Account as defined in Section 2.01 hereof) for the purpose of determining future supplemental compensation payable to the Participant. The determination of the amounts in such Account shall be governed by the provisions of this Article 4.

For 2013 and all years thereafter, unless otherwise modified by the Board of Directors, the amount of the Company Contribution made by the Participating Company on behalf each the Eligible Employee listed in Appendix A shall be equal six percent (6%) of Basic Compensation and six percent (6%) of Bonus Compensation that is paid during the calendar year. This amount shall be determined at the end of the Plan Year and allocated to the Participants Account in the first calendar quarter of the subsequent Plan Year.

Establishing the rate of the Company Contribution shall always be subject to the authority of the Board of Directors, but the Committee may be authorized to establish rates of Company Contributions by the Board.

At the time a Participant first becomes a Participant, the Committee shall determine the appropriate investment funds in which the Participant’s Account balance shall be deemed to be invested for purposes of adjusting such Account balance to reflect income, gains, losses and expenses in accordance with this Article 4.

As of each Valuation Date, each Participant’s Account will be credited with income and gains and charged with losses, expenses and distributions equal to the amount by which the Account would have been credited or charged since the prior Valuation Date (in the manner described below) had the Participant’s Account been invested in the investment funds (as defined below) selected by the Committee. The adjustments made as of each Valuation Date to the Participant’s Account shall be made in any equitable, uniform and nondiscriminatory manner as the Committee, in its sole discretion, may direct, provided that such method is selected for the purpose of recognizing the timing of contributions, withdrawals, distributions, forfeitures or other temporal events affecting the account values. Annual contributions to a Participant’s Account determined in accordance with Section 4.02 shall generally be credited as of the date that the Company makes profit sharing contributions to the Qualified Plan for the purpose of determining investment gains or losses under this Section 4.03.

The “investment funds” shall consist of those target date funds designated by the Committee for the Company’s Qualified Plan for Participant’s investment elections, or similar funds as the Committee may designate. Initially, the Committee shall designate the age appropriate target date fund for each Participant, based upon that Participant’s age at the end of the prior Plan Year.

The Committee may, in its sole discretion, designate additional investment funds or terminate existing investment funds. A Participant’s account shall continue to be adjusted under this Section 4.03 until completely distributed in accordance with the Participant’s election.

Title to and beneficiary ownership of any assets, whether cash or investments, which the Participating Company may earmark to pay the contingent deferred compensation hereunder, shall at all times remain in the Participating Company, and any Employee, Participant or designated beneficiary or beneficiaries of an Employee or Participant shall not have any property interest whatsoever in any specific assets of the Participating Company as further provided in Article 6 hereof.

A Participant with less than 3 Years of Vesting Service as determined under the terms of the Participating Company’s Qualified Plan shall be zero percent (0%) vested. A Participant with 3 or more Years of Vesting Service shall be one hundred percent (100%) vested.

Vesting in this Plan shall correspond to the Participant’s vesting in his/her corresponding Qualified Plan account.

Except as otherwise expressly provided in this Plan, no withdrawal or payment shall be made from a Participant’s Account except following the earliest to occur of the Participant’s death, or Separation from Service with the Participating Companies. Payments shall be made in accordance with Section 5.02 unless the Participant has filed an election requesting an alternative distribution type pursuant to Section 5.03 and an alternative distribution time pursuant to Section 5.04. The portion, if any, of a Participant’s Account that is not vested as of the date of the Participant’s Separation from Service shall not be distributed to the Participant and shall be forfeited as described in Section 4.05(b). All payments shall be made in cash.

If a Participant terminates service with one of the Participating Companies for any of the following reasons:

The Participant’s Account shall be paid to the Participant pursuant to the Participant’s election regarding payment under Section 5.03 and the Time of Distribution under Section 5.04. However, if the Participant has not delivered a valid distribution election to the Company his distribution shall be paid in the form of a lump sum distribution at the time provided for in Section 5.04.

the Committee at the same time as the Participant’s initial deferral election shall be irrevocable for 12 months.

The time of distribution shall be soon as administratively possible, but not later than ninety (90) days (with the payment date selected by the Company in its sole discretion), following the Distribution Date. The Distribution Date shall apply to all amounts payable to the Participant under the Plan.

The Company on behalf of the Participating Company or Companies shall distribute benefits on the Distribution Date elected by the Participant.

In accordance with Sections 5.03 or 5.04; the Participant shall make an election governing the timing and form of distributions relative to amounts contributed to his Account prior to each Plan Year. Any election by the Participant to change the timing and form of any payment anticipated under terms of the initial election shall not take effect until at least 12 months after the date the changed election is made. Except with respect to election changes involving the time and form of distribution in the event of death or Disability any election by the Participant to change the timing and form of payment under the Plan must defer the time of payment for a period of not less than five (5) years from the date such payment would have been made prior to the election to change. Further, any election by the Participant to change the timing of a payment from the Plan from one fixed date to another fixed date, such election must be made at least twelve (12) months prior to the date of the first scheduled payment under the distribution election prior to change.

Additionally, these restrictions are such that the Participant shall not be permitted to:

If the Participant dies before his benefit under the Plan has been distributed to him, then the deferred compensation benefits otherwise payable with respect to such Participant under the Plan shall be paid in a single lump sum to the beneficiary or beneficiaries designated by the Participant as soon as administratively possible, but not later than ninety (90) days (with the payment date selected by the Company in its sole discretion), following the Participant’s death.

The Participant may designate in writing (on a form provided by the Committee and delivered to the Committee before his death) primary and contingent beneficiaries to receive any deferred compensation benefit payments which may be payable hereunder following the Participant’s death and the proportions in which such beneficiaries are to receive such payments. The Participant may change such designation from time to time, and the last written designation delivered to the Committee prior to the Participant’s death will control. If the Participant fails to specifically designate such a beneficiary, or if no designated beneficiary survives the Participant, or if all designated beneficiaries who survive the Participant die before all payments are made, then the remaining payments shall be made to the Participant’s surviving spouse if such spouse is then living; if such spouse is not living, then to the executors or administrators of the estate of the Participant. The Committee may determine the identity of such persons and shall incur no responsibility by reason of the payment of such interest in accordance with any such determination made in good faith.

If required under Code Section 409A (for example, the Company issues common stock publicly traded on an established securities market), a distribution made because of Separation from Service to a Participant who is a Key Employee as of the date of his Separation from Service shall not occur before the date which is six months after the Separation of Service.

For this purpose, a Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for the twelve-month period beginning on the January 1 immediately following such Identification Date. The Company may designate another date for commencement of this twelve-month period, provided that such date must follow the Identification Date and occur no later than the first day of the fourth month thereafter, provided that such designation is made in accordance with the regulations promulgated under Code Section 409A and is the same for all nonqualified deferred compensation plans of the Participating Companies.

The Company may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six-month delay in distributions if the method satisfies each of the following requirements: (i) the alternative method is reasonably designed to include all Key Employees; (ii) the alternative method is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application; and (iii) the alternative method results in either all Key Employees or no more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies these requirements will not be treated as a change in the time and form of payment for purposes of Section 1.409A-2(b) of the Treasury Regulations.

The six-month delay provided for in this Section 5.08 does not apply to payments made to an alternate payee pursuant to a domestic relations order described in Code Section 414(p) or to payments that occur after the death of the Participant.

The costs of administration of the Plan shall be borne by the Participating Companies. However, the Committee may elect in its discretion to charge some or all of the Plan costs to the Accounts of the Participants.

Benefits payable under the Plan to any Participant shall be paid directly by the Participating Company which employs the Participant. The Participating Company shall not be required to fund or otherwise segregate assets to be used for payment of benefits under the Plan. While the Participating Company may, in the discretion of the Committee, make investments in the funds designated by the Committee as investment funds in amounts equal or unequal to Participants’ Accounts hereunder, the Participating Company shall not be under any obligation to make such investments and any such investment shall remain an asset of the Participating Company subject to the claims of its general creditors. Notwithstanding the foregoing, the Participating Company, in the discretion of the Committee, may maintain one or more grantor trusts (“trust”) to hold assets to be used for payment of benefits under the Plan. The assets of the trust with respect to benefits payable to the employees of each Participating Company shall remain the assets of such Participating Company subject to the claims of its general creditors. Any payments by a trust of benefits provided to a Participant under the Plan shall be considered payment by the Participating Company and shall discharge the Participating Company of any further liability under the Plan for such payments.

This Plan is intended to be unfunded for purposes of both ERISA and the Code.

The Board may appoint a Committee consisting of not less than three (3) persons to administer the Plan. If the Board does not appoint a Committee, the Board shall administer the Plan and all references to the Committee shall mean the Board. Any member of the Committee may at any time be removed, with or without cause, and his successor appointed by the Chief Executive Officer of the Company, and any vacancy caused by death, resignation or other reason shall be filled by the Chief Executive Officer of the Company. The Committee shall be the plan administrator of the Plan and in general shall be responsible for the management and administration of the Plan. The Committee shall have full power to administer the Plan in all of its details (including establishing claims procedures and other rules), subject to applicable requirements of law. No member of the Committee who is an Employee of the Participating Companies shall receive compensation for his services to the Plan. The Committee shall have such duties and powers as may be necessary to discharge its duties under this Plan.

The fiscal records of the Plan shall be maintained on the basis of the Plan Year.

The Committee may act at a meeting or in writing without a meeting. The Committee may adopt such by-laws and regulations as it deems desirable for the conduct of its affairs. All decisions shall be made by majority vote. No member of the Committee who is at any time a Participant in this Plan shall vote in a decision of the Committee (whether in a meeting or by written action) made specifically and uniquely with respect to such member of the Committee or amount, payment, timing, form or other aspect of the benefits of such Committee member under this Plan.

Whenever, in the Committee’s opinion, a person entitled to receive any payment of a benefit or installment thereof hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may direct payments to such person or to his legal representative or to a relative or friend of such person for his benefit, or the Committee may direct the payment for the benefit of such person in such manner as the Committee considers advisable. Any payment of a benefit or installment thereof in accordance with the provisions of this Section shall be a complete discharge to the Committee and the Participating Companies of any liability for the making of such payment under the provisions of the Plan.

The Participating Companies shall indemnify and hold harmless each member of the Committee against any and all liability, claims, damages and expense (including all expenses reasonably incurred in his defense in the event that the Participating Companies fail to provide such defense upon his written request) which the Committee member may incur while acting in good faith in the administration of the Plan.

The Committee shall make all determinations in its sole discretion as to the right of any Participant to a benefit under the Plan. Any denial by the Committee of a claim for benefits under the Plan by a claimant shall be stated in writing by the Committee and delivered or mailed to the claimant within a reasonable period of time but not later than ninety (90) days after the receipt by the Committee of his claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice thereof shall be provided to the claimant before the end of this ninety (90) day period which shall indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision. In no event shall the extension exceed ninety (90) days from the end of the initial ninety (90) day period.

If a claim for benefits under the Plan is wholly or partially denied, the Committee shall notify the claimant of the denial of the claim in writing, delivered in person or mailed by first class mail to the claimant’s last known address. Such notice of denial shall contain:

If no such notice is provided, and if the claim has not been granted within the time specified above for approval of the claim, the claim shall be deemed denied and subject to review as described below.

Any claimant or authorized representative of the claimant whose claims for benefits under the Plan has been denied or deemed denied, in whole or in part, may upon written notice delivered to the Committee request a review of such denial of benefits. Such claimant shall have sixty (60) days from the date the claim is deemed denied, or sixty (60 days from receipt of the notice denying the claim, as the case may be, in which to request such a review. The claimant’s notice must specify the relief requested and the reason the claimant believes the denial should be reversed. In pursuing his appeal, the claimant will be permitted to submit written comments, documents, records, or other relevant information relating to his claim. In addition, the claimant will be provided, upon receipt and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his claim.

The Committee will conduct the review of any appeal. This review will take into account all information submitted by the claimant regarding his claim, regardless of whether or not such information was submitted or considered in the initial decision. A decision regarding such review will be made within a reasonable period of time but not later than sixty (60) days after receipt of the claimant’s appeal, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice thereof shall be provided to the claimant before the end of this sixty (60) day period which shall indicate the special circumstances requiring the extension and the date by which the Committee expects to render the final decision. In no event shall the extension exceed sixty (60) days from the end of the initial sixty (60) day period.

If the claimant’s appeal is denied in whole or in part, the claimant will receive a written notification of the denial which will include (i) the specific reasons for the denial, (ii) reference to the specific Plan provisions upon which the denial was based, and (iii) a statement of the claimant’s right to bring an action under ERISA. The interpretations, determinations, and decisions of the Committee shall be final and binding upon all persons with respect to any right, benefit and privilege hereunder, subject to the review procedures set forth in this Section 7.05.

Notwithstanding the foregoing, any review of an appeal of a determination with respect to a claimant’s Disability must meet the following standards: (1) the review shall not afford deference to the initial adverse determination; (2) the review shall be conducted by an appropriate person who is neither the party who made the initial adverse benefit determination that is the subject of the appeal nor a subordinate of such party; (3) the review shall provide for the appropriate person to consult with health care professionals with appropriate training and experience in the field of medicine involved in the medical judgment in deciding the appeal of an adverse benefit determination that is based in whole or in part on a medical judgment; (4) the review shall provide that any health care professional engaged for purposes of making determinations under clause (3) above shall be an individual was not an individual consulted in the initial adverse benefit determination that is the subject of the appeal nor a subordinate of such party; (5) the claimant shall have one-hundred eighty (180) days to request a review of the initial adverse benefit determination; and (6) the review shall provide for the identification of the medical or vocational experts whose advice was obtained in connection with the claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the determination. Furthermore, the ninety (90) day period described in these procedures regarding the time period during which the Committee will make its initial decision regarding a claim shall be reduced to forty-five (45) days in the case of a claim of the claimant’s Disability. This forty-five (45) day period may be extended by thirty (30) days if the Committee determines the extension is necessary due to circumstances outside the control of the Plan and the claimant is notified prior to the end of the forty-five (45) day period. If prior to the end of the thirty (30) day extension period, the Committee determines that additional time is necessary, the period may be extended for a second thirty (30) day period, provided the claimant is notified prior to the end of the first thirty (30) day period, provided the claimant is notified prior to the end of the first thirty (30) day extension period and such notice specifies the circumstances requiring the extension and the date as of which the Plan expects to render a decision. In addition,

the sixty (60) day period described in these procedures regarding the time period during which the Board will make its decision regarding a claimant’s appeal shall be reduced to forty-five (45) days with respect to the appeal of the denial of the claimant’s claim of Disability. The forty-five (45) day period may be extended by an additional forty-five (45) days if the Board determines the extension is necessary due to circumstances outside the control of the Plan, and the claimant is notified prior to the end of the initial forty-five (45) day period.

Any subsidiary or affiliate of the Company may, with the approval of the Company and under such terms and conditions as the Committee may prescribe, adopt the Plan by filing with the Company a resolution of its Board of Directors to that effect. The Company may amend the Plan as necessary or desirable to reflect the adoption of the Plan by an employer, provided however, that an adopting employer shall not have the authority to amend or terminate the Plan under Article 9.

If a trust is established pursuant to Section 6.02, the Committee shall maintain a bookkeeping account in the name of each Participating Company which, pursuant to rules established by the Committee, will reflect:

Any such Participating Company shall have the right, at any time, upon the approval of and under such conditions as may be provided by the Committee, to withdraw from the Plan by delivering to the Committee written notice of its election to withdraw. Upon receipt of such notice by the Committee, the portion of the deferral account of Participants and beneficiaries attributable to amounts deferred while the Participants were Employees of such withdrawing Participating Company, plus any net earnings, gains and losses on such amounts, shall be segregated from the trust at the direction of the Committee in cash at such time or times as the Committee, in its sole discretion, may deem to be in the best interest of such Employees and their beneficiaries. To the extent the amounts held in the trust for the benefit of such Participants and beneficiaries are not sufficient to satisfy the Participating Company’s obligation to such Participants and their beneficiaries accrued on account of their employment with the Participating Company, the remaining amount necessary to satisfy such obligation shall be an obligation of the Participating Company, and the Company and

the other Participating Companies shall have no further obligation to such Participants and beneficiaries with respect to such amounts.

If as a result of a corporate transaction the withdrawing Participating Company is no longer a member of the same controlled group of employers with the Company as defined in Code Section 414(b) or 414(c), then after the Participant Accounts of Employees of the withdrawing Participating Company are segregated, that Participating Company may establish a separate plan, and it may maintain that separate plan or terminate that plan consistent with Section 9.02.

The Plan may be amended by the Board at any time, but no such amendment or modification shall deprive any current or former Participant or Beneficiary of all or any portion of his Account which had accrued prior to the Amendment. Such amendment shall be in writing and authorized by the Board. Notwithstanding the foregoing, the Company may amend this Plan in any manner that it deems necessary to comply with Code Section 409A or Department of the Treasury guidance published with respect thereto.

The Plan may be terminated by the Company under one of the following conditions:

(i)    All arrangements sponsored by the Company that would be aggregated with this Plan under Section 1.409A-1(c)(2) of the regulations promulgated under Code Section 409A are terminated with respect to all participants;

(ii)    No payments will be made, other than those otherwise payable under the terms of the Plan absent a Plan termination, within twelve (12) months of the termination of the Plan;

(iii)    All payments will be made within twenty-four (24) months of such termination;

(iv)    The Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the Plan, and

(v)    The termination does not occur proximate to a downturn in the financial health of the Company.

(i)    The calendar year in which the Plan termination occurs;

(ii)    The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(iii)    The first calendar year in which the payment is administratively practicable.

A Plan termination shall not reduce the amounts credited to the Account of any Participant or the vesting of any Participant, determined as of the date of such termination. Such termination shall be in writing and authorized by the Board.

Neither the Company, nor any officer, nor any Board member thereof shall have any liability as a result of the amendment or termination of the Plan. Without limiting the generality of the foregoing, the Company shall have no liability for terminating the Plan notwithstanding the fact that a Participant may have expected to have future allocations made on Participant’s behalf hereunder had the Plan remained in effect.

 

Neither the establishment of this Plan nor any amendment thereof, nor the payment of any benefits, will be construed as giving to any Employee, Participant, beneficiary, or other person any legal or equitable right against the Participating Companies, except as provided herein. Neither the establishment of this Plan nor any amendment thereof, nor the payment of benefits, nor any action taken with respect to this Plan shall confer upon any person the right to be continued in the employment of the Participating Companies or their subsidiaries or affiliates.

Generally, the rights of a Participant, former Participant, beneficiary or any other person to payment of benefits under this Plan shall not be assigned, transferred, anticipated, conveyed, pledged or encumbered except by will or the laws of descent or distribution; nor shall any such right be in any manner subject to levy, attachment, execution, garnishment or any other seizure under legal, equitable or other process for payment of any debts, judgments, alimony, or separate maintenance, or reached or transferred by operation of law in the event of bankruptcy, insolvency or otherwise. Provided, however, that a Participant shall have the right to designate in writing and in accordance with the provisions of Section 5.07 hereof primary and contingent beneficiaries to receive benefit payments subsequent to the death of the Participant.

Regardless of any other restrictions on assignment and alienation of benefits found in this Section 10.02 the Plan Administrator shall comply with a valid court ordered domestic relations order as provided for under §1.409A-3(j)(4) of the Treasury Regulations. Furthermore, the Plan may accelerate the timing of distributions from this Plan to comply with the terms of a valid domestic relations order without regard to the restrictions on the timing of distributions in Article V herein.

The provisions of this Plan shall be binding upon and inure to the benefit of the Participating Companies, their successors, and assigns, and each Participant and his heirs, executors, administrators and legal representatives. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the assets of a Participating Company, and successors of any such company or other business entity.

The provisions of this Plan shall be interpreted and construed according to the laws of the State of Minnesota to the extent not preempted by ERISA.

The headings and subheadings of articles and sections are included solely for convenience of reference, and if there be any conflict between such headings and the text of the Plan, then the text of the Plan shall control.

Whenever any words are used herein in the masculine, feminine or neutral gender, they shall be construed as though they were also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply.

The provisions of this Plan are severable, and should any provision be ruled illegal, unenforceable or void, all other provisions not so ruled shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed for and on behalf of the Company by its duly authorized officers on this the __6__ day of December, 2013.

ATTEST:

IN WITNESS WHEREOF, the Company has caused this First Amendment to the Canadian Pacific U.S. Supplemental Executive Retirement Plan to be duly executed for and on behalf of the Company by its duly authorized officers on this the _____ day of _________, 2015.

For 2014 and all years thereafter, unless otherwise modified by the Board of Directors, the amount of the Executive Compensation Contribution made by the Participating Company on behalf each the Eligible Employee listed in Appendix A shall be equal six percent (6%) of Basic Compensation and six percent (6%) of Bonus Compensation that is paid during the calendar year. This amount shall be determined at the end of the Plan Year and allocated to the Participants Account in the first calendar quarter of the subsequent Plan Year.

A Participant’s Excess Annual Retirement Contribution amount for any Plan Year commencing on or after the Effective Date shall be equal to (1) minus (2), where:

The Excess Annual Retirement Contribution amount shall be determined at the end of the Plan Year and allocated to the Participants Account in the first calendar quarter of the subsequent Plan Year.

Establishing the rate of all the Company Contributions under this Section 4.02 shall always be subject to the authority of the Board of Directors, but the Committee may be authorized to establish rates of Company Contributions by the Board.

IN WITNESS WHEREOF, the Company has caused this Second Amendment to the Canadian Pacific U.S. Supplemental Executive Retirement Plan to be duly executed for and on behalf of the Company by its duly authorized officers on this the _____ day of _________, 2015.