Decision No. 102-R-2005

February 24, 2005

File No. R 8005/C1

On December 30, 2004, the Canadian Pacific Railway Company (hereinafter CP) applied to the Canadian Transportation Agency (hereinafter the Agency) for a variance to its certificate of fitness as set out in the title.

Subsection 92(1) of the of the Canada Transportation Act (hereinafter the CTA) states that the Agency shall issue a certificate of fitness for the operation of a railway if the Agency is satisfied that there is adequate liability insurance coverage for the operation.

Paragraph 93(1)(c) of the CTA provides that the Agency, upon application, may vary a certificate of fitness to reflect a change in railway operations or circumstances relating to those operations.

In this case, CP states that Mount Stephen Properties Inc. (hereinafter MSPI) was incorporated on December 1, 2004, and is a wholly-owned subsidiary of CP. As of December 30, 2004, MSPI has acquired by way of purchase and assignment, certain CP railway assets in British Columbia and Alberta. Also on December 30, 2004, MSPI leased back these assets for continued railway operations by CP and accordingly, no changes to any operating orders or directions are required.

With respect to the adequacy of the insurance coverage, the Agency has reviewed the material on file and finds that there is adequate third party liability insurance coverage, including self-insurance for the operations by CP and its subsidiaries, associated and affiliated railway companies listed in Appendix A.

Accordingly, pursuant to paragraph 93(1)(c) of the CTA, the Agency hereby varies Certificate of fitness No. 96001-1 issued on May 22, 2002, by adding MSPI to the Appendix, which also forms part of this Decision.

Certificate of fitness No. 96001-2 supersedes Certificate of fitness No. 96001-1 issued to CP on May 22, 2002.

Canadian Pacific Railway Company: Appendix A

• Aroostook River Railroad Company
• Atlantic and North-West Railway Company
• Calgary and Edmonton Railway Company, The
• Dominion Atlantic Railway Company, The
• Esquimalt and Nanaimo Railway Company, The
• Grand River Railway Company, The
• Houlton Branch Railroad Company, The
• International Railway Company, The
• International Railway Company of Maine
• Kingston and Pembroke Railway Company, The
• Lake Champlain and St. Lawrence
• Junction Railway Company, The
• Lake Erie and Northern Railway Company, The
• Manitoba and North Western Railway Company of Canada
• Massawippi Valley Railway Company
• Missisquoi Valley Railway Company
• Montreal and Atlantic Railway Company, The
• Mount Stephen Properties Inc.
• Napierville Junction Railway Company
• Quebec and Western Railway Company
• St. Lawrence and Ottawa Railway Company, The
• Saskatchewan and Western Railway Company, The
• Toronto, Hamilton and Buffalo Railway Company Limited, The
• West Ontario Pacific Railway Company, The