CN announces consent payment extension of Tender Offer and Consent Solicitation for...

CN announces consent payment extension of Tender Offer and Consent
Solicitation for 4.25% Notes due 2009

MONTREAL, July 10 /PRNewswire-FirstCall/ - CN (TSX: CNR) (NYSE:CNI) today
announced that its wholly-owned subsidiary, CNLX Canada Inc., is extending the
period during which holders who tender their notes will receive the consent
payment of US$2.50 per US$1,000 principal amount of notes (in addition to
principal amount and accrued and unpaid interest) to 5:00 p.m., New York City
time on July 27, 2009. The settlement date remains unchanged on or about July
28, 2009. Under the terms of the tender offer, holders who have tendered their
notes to date can no longer validly withdraw such notes.
CNLX Canada Inc., however, reserves the right to further amend, terminate or
withdraw the tender offer, subject to applicable laws.
None of the proposed amendments will affect the terms of the Notes held by the
non-tendering holders of the Notes. Notes not tendered and purchased pursuant
to the tender offer will remain outstanding until paid by CN on the stated
maturity date of August 1, 2009.
CNLX Canada Inc. has retained Citi to act as Dealer Manager in connection with
the tender offer and consent solicitation. Questions about the tender offer
and consent solicitation may be directed to Citi at (800) 558-3745 (toll
free). Copies of the tender offer documents and other related documents may be
obtained from Global Bondholder Services Corporation, the information agent
for the tender offer and consent solicitation, at (866) 294-2200 (toll free)
or (212) 430-3774 (collect).
The tender offer and consent solicitation is being made solely by means of the
tender offer documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to sell the
Notes or any other securities of CN or CNLX Canada Inc. It also is not a
solicitation of consents to the proposed amendments to the indenture. No
recommendation is made as to whether holders of the Notes should tender their
Notes or give their consent.

Forward-Looking Statements

This news release contains forward-looking statements. CN cautions that, by
their nature, forward-looking statements involve risk, uncertainties and
assumptions. Implicit in these statements, particularly in respect of
long-term growth opportunities, is the Company's assumption that such growth
opportunities are less affected by the current situation in the North American
and global economies. The Company cautions that its assumptions may not
materialize and that the current economic conditions render such assumptions,
although reasonable at the time they were made, subject to greater
uncertainty. The Company cautions that its results could differ materially
from those expressed or implied in such forward-looking statements. Important
factors that could cause such differences include, but are not limited to, the
effects of adverse general economic and business conditions, including the
current recession in the North American economy and the likelihood of a global
economic contraction in 2009, industry competition, inflation, currency and
interest rate fluctuations, changes in fuel prices, legislative and/or
regulatory developments, compliance with environmental laws and regulations,
actions by regulators, various events which could disrupt operations,
including natural events such as severe weather, droughts, floods and
earthquakes, labor negotiations and disruptions, environmental claims,
uncertainties of investigations, proceedings or other types of claims and
litigation, risks and liabilities arising from derailments, and other risks
detailed from time to time in reports filed by CN with securities regulators
in Canada and the United States. Reference should be made to "Management's
Discussion and Analysis" in CN's annual and interim reports, Annual
Information Form and Form 40-F filed with Canadian and U.S. securities
regulators, available on CN's website, for a summary of major risks.
CN assumes no obligation to update or revise forward-looking statements to
reflect future events, changes in circumstances, or changes in beliefs, unless
required by applicable laws. In the event CN does update any forward-looking
statement, no inference should be made that CN will make additional updates
with respect to that statement, related matters, or any other forward-looking
statement.

CN - Canadian National Railway Company and its operating railway subsidiaries
- spans Canada and mid-America, from the Atlantic and Pacific oceans to the
Gulf of Mexico, serving the ports of Vancouver, Prince Rupert, B.C., Montreal,
Halifax, New Orleans, and Mobile, Ala., and the key metropolitan areas of
Toronto, Buffalo, Chicago, Detroit, Duluth, Minn./Superior, Wis., Green Bay,
Wis., Minneapolis/St. Paul, Memphis, St. Louis, and Jackson, Miss., with
connections to all points in North America.
SOURCE CN

Media: Mark Hallman, Director, Communications, Media, (905) 669-3384;
Investment Community: Robert Noorigian, Vice-President, Investor Relations,
(514) 399-0052