CN announces plan to buy back shares through private agreements

       CN announces plan to buy back shares through private agreements

PR Newswire

MONTREAL, Oct. 25, 2013

MONTREAL, Oct. 25, 2013 /PRNewswire/ - CN (TSX: CNR) (NYSE: CNI) announced
today that it intends to purchase for cancellation up to 5 million of its
common shares pursuant to private agreements between CN and arm's-length
third-party sellers. The purchases will form part of CN's repurchase program
for up to 15 million shares announced on Oct. 22, 2013.

Such purchases will be made pursuant and subject to the terms of issuer bid
exemption orders issued by the Ontario Securities Commission (Orders) and will
take place before the end of March 2014. In accordance with the Orders, CN's
purchases under such private agreements will not exceed, in the aggregate, one
third of the maximum number of shares that it may purchase under its recently
announced share repurchase program, or 5,000,000 common shares. The price that
CN will pay for any common shares purchased by it under such agreements will
be negotiated by CN and the seller and will be at a discount to the prevailing
market price of CN's common shares on the Toronto Stock Exchange at the time
of the purchase. Information regarding each purchase, including the number of
common shares purchased and aggregate purchase price, will be available on the
System for Electronic Document Analysis and Retrieval (SEDAR) at
following the completion of any such purchase.

Forward-Looking Statements
Certain information included in this news release constitutes "forward
-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and under Canadian securities laws,
including potential purchases of common shares for cancellation under a normal
course issuer bid or by private agreements. CN cautions that, by their nature,
these forward-looking statements involve risk, uncertainties and assumptions.
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.

Important risk factors that could affect the above forward-looking statements
include, but are not limited to, the effects of general economic and business
conditions, 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 and assumptions 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 and assumptions.

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 Canadian securities 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 (TSX: CNR)(NYSE:  CNI) is  a true  backbone of  the economy,  transporting 
approximately C$250  billion worth  of  goods annually  for  a wide  range  of 
business sectors, ranging from resource  products to manufactured products  to 
consumer goods, across a  rail network spanning Canada  and mid-America. CN  - 
Canadian  National  Railway   Company,  along  with   its  operating   railway 
subsidiaries -- serves the cities and ports of Vancouver, Prince Rupert, B.C.,
Montreal, Halifax, New Orleans, and  Mobile, Ala., and the metropolitan  areas 
of Toronto, Edmonton,  Winnipeg, Calgary, Chicago,  Memphis, Detroit,  Duluth, 
Minn./Superior, Wis., and Jackson,  Miss., with connections  to all points  in 
North America. For  more information  on CN,  visit the  Company's website  at



Mark Hallman
Communications and Public Affairs
(905) 669-3384

Investment Community
Janet Drysdale
Investor Relations
(514) 399-0052
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