MARCELLA M, SZEL, Q.C.
VICE PRESIDENT, STRATEGY AND LAW
CORPORATE SECRETARY
CANADIAN PACIFIC RAILWAY COMPANY

Marcella M. Szel, Q.C., is Canadian Pacific Railway's Vice President, Strategy and Law, Corporate Secretary and member of the Executive Committee. Her responsibilities at the railway include leading the Company's strategic planning, chief legal officer and corporate governance for the railway's growing North American operations.

An Albertan, she completed her Arts and Law degrees at the University of Alberta in Edmonton.

At the railway, she has held a number of increasingly senior positions both in Calgary and Montreal that encompass operations in the United States and Canada.
She has played a strong leadership role on a number of key fronts for CPR dealing with significant areas of change, some of which have impact beyond the company to the industry as a whole:

· Leads and is an advocate for regulatory and legislative change in the rail industry affecting competition, profitability and the structure of the industry. Her strengths are applied provincially and federally in Canada and in the United States where she has, among other initiatives, been the impetus for US Rail Day on the Hill.
· Leads the company's approach to industry structuring in North America dealing with the many M&A activities in the industry.
· Leads the development of corporate strategy including comprehensive plans as well as pursuit of specific new business opportunities.
· Led key aspects of the CPR spinout from Canadian Pacific Limited on the legal, governance and shareholder side.
· Established a "quality" initiative that led to permanently changed processes and management skills at the company.
· Significantly changed the manner in which the corporate services she controls are provided to the company. On the legal side, her approach has been unique and serves as a model for other companies.
· Since CPR's becoming a public company, established the governance and board management processes , continuing to incorporate the requirements of the new governance proposals and rules.

She is a strong champion for business having served on the Board of the Canadian Chamber of Commerce and elected Chair for 1998/1999. As Chair, she established strategy development for the organization and personally focused on federal tax initiatives and "grass-roots" coordination. Currently she serves as a Board member on the British Columbia Business Council.

Through her association with outside Boards and Advisory Committees, she is an active leader in the Calgary community as well as nationally and plays a role as an advocate for Canada. She is on the Boards of the Canadian Unity Council and the Canada/United States Law Institute. She also sits on Board of the Esther Honens Foundation (international piano competition), is a member of the Dean's Advisory Council of the Faculty of Medicine at the University of Calgary and is a member of the Chairman's Circle for the Southern Alberta Institute of Technology. She is one of the founding members of the Alberta Chapter of the Institute of Corporate Directors

In addition, she is a member of several industry and professional associations including an Executive Member of the Board of the Calgary Bar Association.