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CSX CORP Director's Dealing 2009

Nov 9, 2009

29952_dirs_2009-11-09_a622fb7f-d6cd-42c1-9870-173b4a66a85c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2009-11-06

Reporting Person: WARD MICHAEL J (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-11-06 Common Stock M 200000 $19.80 Acquired 378711 Direct
2009-11-06 Common Stock S 200000 $47.50 Disposed 178711 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-11-06 Employee Stock Option (Right to Buy) $19.80 M 200000 Disposed 2011-05-17 Common Stock (200000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 132434 Indirect
Common Stock 4296 Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 16, 2009. The plan has been approved pursuant to the terms of the Issuer's policies and is part of the Reporting Person's strategy to diversify assets.

F2: By Trustee, CSX Corporation Executive Stock Trust.

F3: By Trustee, CSX Corporation Tax Savings Thrift Plan. Reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.