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CSX CORP Director's Dealing 2010

Nov 3, 2010

29952_dirs_2010-11-03_83e2b31d-683f-4fae-b387-74d440b40014.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: 2010-11-02

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-02 Common Stock M 9015 $16.0725 Acquired 196787 Direct
2010-11-02 Common Stock S 9015 $62.50 Disposed 187772 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-11-02 Option $16.0725 M 9015 Disposed 2013-05-07 Common Stock (9015) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 132434 Indirect
Common Stock 4360 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 April 16, 2010. 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 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.