CANADA
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980018609
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Large
accelerated filer x
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company o
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(Do
not check if smaller reporting
company)
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Title of
Securities
to be
Registered
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Amount to
be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price*
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Amount
of
Registration
Fee
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Common
Stock
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500,000
Shares
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$52.94(2)
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$26,470,000(2)
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$1477
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(1)
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Plus
an indeterminate number of additional shares that may be offered and sold
to prevent dilution resulting from stock splits, stock dividends, or
similar transactions. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Union Savings Plan for U.S. Operations
described herein.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. In
accordance with Rule 457(c) under the Securities Act, the price shown is
based on the average of the high and low prices of Canadian National
Railway Company Common Stock on December 17, 2009, as reported on the New
York Stock Exchange.
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Exhibit
No.
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Exhibit
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23
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Consent
of KPMG LLP
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24
|
Powers
of Attorney (included as part of the signature
page)
|
By:
/s/ Sean
Finn
Sean
Finn
Executive
Vice President, Corporate
Services
and Chief Legal Officer
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Signature
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Title
|
Date
|
||
/s/ E. Hunter Harrison
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President,
and Chief Executive
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December
18, 2009
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||
E.
Hunter Harrison
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Officer
and Director (Principal
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|||
Executive
Officer)
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||||
/s/ Luc Jobin
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Executive
Vice-President and Chief
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December
18, 2009
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||
Luc
Jobin
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Financial
Officer (Principal Financial
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|||
Officer
and Principal Accounting
|
||||
Officer)
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||||
/s/ David G.A. McLean
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Chairman
of the Board of Directors
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December
18, 2009
|
||
David
G.A. McLean
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||||
/s/ Michael R. Armellino
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Director
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December
18, 2009
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||
Michael
R. Armellino
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||||
/s/ A. Charles Baillie
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Director
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December
18, 2009
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||
A.
Charles Baillie
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||||
/s/ Hugh J. Bolton
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Director
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December
18, 2009
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||
Hugh
J. Bolton
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||||
/s/ Gordon D. Giffin
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Director
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December
18, 2009
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||
Gordon
D. Giffin
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||||
/s/ Edith E. Holiday
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Director
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December
18, 2009
|
||
Edith
E. Holiday
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||||
/s/ V. Maureen Kempston
Darkes
|
Director |
December
18, 2009
|
||
V.
Maureen Kempston Darkes
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||||
/s/ Denis Losier
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Director
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December
18, 2009
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||
Denis
Losier
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||||
/s/ Edward C. Lumley
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Director
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December
18, 2009
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||
Edward
C. Lumley
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||||
/s/ Claude Mongeau
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Director
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December
18, 2009
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||
Claude
Mongeau
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/s/ Robert Pace
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Director
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December
18, 2009
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||
Robert
Pace
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/s/ Michael T. Novak
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Authorized
U.S. Representative
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December
18, 2009
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||
Michael
T. Novak
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Investment
Committee of
Canadian
National Railway Company
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|||
By: |
/s/
Russell Hiscock
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||
Name: |
Russell
Hiscock
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||
Title: |
President
and Chief Executive Officer, CN Investment Division
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Exhibit
No.
|
Exhibit
|
23
|
Consent
of KPMG LLP
|
24
|
Powers
of Attorney (included as part of the signature
page)
|