Canadian Pacific Railway Limited (TSX/NYSE: CP) today announced the preliminary results for its previously announced tender offer for up to US$450,000,000 aggregate principal amount of its debt securities specified in the Offer to Purchase dated May 12, 2009 (the "Offer to Purchase") and announced today that it is increasing to US$475,000,000 the maximum aggregate principal amount of outstanding notes to be purchased in its offer to purchase its 6.25% Notes due 2011, 5.75% Notes due 2013 and 6.50% Notes due 2018.  The full terms and conditions of the tender offer are set forth in the Offer to Purchase and related Letter of Transmittal, as amended by this press release.  All other terms and conditions of the tender offer remain unchanged.

The company also announced that, according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the tender offer, the approximate aggregate principal amount of the debt securities listed below were validly tendered and not validly withdrawn on or before 5:00 p.m., New York City time, on May 27, 2009. Withdrawal rights for debt securities tendered in the tender offer terminated at 5:00 p.m., New York City time, on May 27, 2009.

The amount of each series of debt securities purchased in the tender offer will be determined in accordance with the priorities and maximum tender amounts identified in the column "Acceptance Priority Level and Maximum Tender Amount" in the table below. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on June 10, 2009, unless extended by the company.

The following table provides the approximate aggregate principal amount validly tendered and not validly withdrawn for each series of debt securities subject to the tender offer as of 5:00 p.m., New York City time, on May 27, 2009.                                         

This press release is neither an offer to purchase, nor a solicitation for acceptance of the tender offer. CP is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal, as amended by this press release.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Letter of Transmittal, as amended by this press release. Holders are urged to read the tender offer documents carefully. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at (866) 470-3900 (US toll-free) and (212) 430-3774 (collect).

J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are the Dealer Managers for the tender offer. Questions regarding the tender offer may be directed to J.P. Morgan Securities Inc., Liability Management Group at (866) 834-4666 (toll-free) and (212) 834-4802 (collect) or to Morgan Stanley & Co. Incorporated at (800) 624-1808 (toll free) or (212) 761-5384 (collect).

About Canadian Pacific

Canadian Pacific, through the ingenuity of its employees located across Canada and in the United States, intends to be the safest, most fluid railway in North America. Our people are the key to delivering innovative transportation solutions to our customers and to ensuring the safe operation of our trains through the more than 900 communities where we operate. Canadian Pacific is proud to be the official rail freight services provider for the Vancouver 2010 Olympic and Paralympic Winter Games.

Media Contact:

Leslie Pidcock

Canadian Pacific

Tel.: (403) 319-6878

email: leslie_pidcock@cpr.ca

Investment Community:

Janet Weiss

Canadian Pacific

Tel.: (403) 319-3591

email: investor@cpr.ca