CN Completes US$650 Million Note Offering

On April 30, 2008, Canadian National Railway Company (CN) completed a US$650 million notes offering comprised of the issue of US$325 million principal amount of 4.95 per cent notes due in 2014 and US$325 million principal amount of 5.55 per cent notes due in 2018.

The offering was conducted in the United States pursuant to a supplement to the short form base shelf prospectus dated December 17, 2007, for the issuance of up to US$2.5 billion of debt securities under the Multijurisdictional Disclosure System. The offering was underwritten by a syndicate of underwriters with Banc of America Securities LLC and Wachovia Securities as joint book-running managers.

CN was represented in Canada by Stikeman Elliott LLP with a team that included Jean Marc Huot, Benoît C. Dubord and Stéphanie Raymond-Bougie (corporate), Luc Bernier, Marie-Andrée Beaudry and Pierre-Louis Le Saunier (tax); in the United States by Davis Polk & Wardwell with a team that included Alan Dean and Arthur Einav. Sullivan & Cromwell in the United States represented the underwriters with a team that included Robert E. Buckholz, Jr., Jason L. Portnoy and Nicolas H.R. Dumont.