Decision No. 283-R-2011

July 27, 2011

File No. R8005/C2

The Canadian National Railway Company (CN) applied to the Canadian Transportation Agency (Agency) to vary the Appendix to Certificate of Fitness No. 97001-6 to reflect the conveyance to CN of all of the assets of New Brunswick East Coast Railway Inc. (NBEC), Chemin de fer de la Matapédia et du Golfe Inc. (CFMG) and Ottawa Central Railway Inc. (OCR).

Certificate of Fitness No. 97001-6 permits CN and all of its subsidiaries, wholly-owned or not, as set out in the Appendix, to operate or construct railways in Canada.

CN states that as a result of the transactions, NBEC, CFMG and OCR are no longer necessary and can be removed from the Appendix as all of the railway lines have been integrated into CN's network. Copies of the Resolutions of the Board of Directors and the Liquidation Agreements for each of the companies were filed in confidence as part of the application.

Subsection 92(1) of the Canada Transportation Act (CTA) states that the Agency shall issue a certificate of fitness for the proposed construction or operation of a railway if the Agency is satisfied that there will be adequate liability insurance coverage for the proposed construction or operation, as determined in accordance with the Railway Third Party Liability Insurance Coverage Regulations, SOR/96-337.

Section 93 of the CTA provides that the Agency may, on application, vary a certificate of fitness.

The liability insurance requirement is an ongoing requirement and the Agency must be satisfied that a company operating a railway under federal jurisdiction continues to have adequate third party liability insurance coverage.

With respect to the adequacy of the third party liability insurance coverage, the Agency has reviewed the information on file and has examined CN's financial capability to self-insure for the amount of the self-insurance based on CN's Annual Reports to Shareholders.

Based on this review, the Agency is satisfied that these transactions have been effected. In addition, the Agency is satisfied that there continues to be adequate third party liability insurance coverage, including self-insurance, for the railway operations of CN and all of its subsidiaries, wholly-owned or not, as set out in the Appendix.

Accordingly, the Agency, pursuant to section 93 of the CTA, varies Certificate of Fitness No. 97001-6 by deleting NBEC, CFMG and OCR from the Appendix.

Certificate of Fitness No. 97001-7 supersedes Certificate of Fitness No. 97001‑6 issued to CN on December 3, 2008.

Appendix

Canadian National Railway Company

Quebec and Lake Saint John Railway Company

Canadian Northern Quebec Railway Company

Grand Trunk Western Railroad Company

Shawinigan Terminal Railway Company

Canada Southern Railway Company

BC Rail Partnership

Algoma Central Railway Inc.

Sault Ste. Marie Bridge Company

Canadian National Railway Management Inc.

Members

• Raymon J. Kaduck
• J. Mark MacKeigan