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CSX CORP Director's Dealing 2010

Apr 16, 2010

29952_dirs_2010-04-16_cb7a8289-e389-4343-af90-eef4b39be259.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: 2010-04-14

Reporting Person: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-04-14 Common Stock M 11666 $16.0725 Acquired 23836 Direct
2010-04-14 Common Stock S 11666 $55.00 Disposed 12170 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-04-14 Option $16.0725 M 11666 Disposed 2013-05-07 Common Stock (11666) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 14655 Indirect
Common Stock 16010 Indirect
Common Stock 2201 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 February 12, 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: Since the Reporting Person's last report, 3,224 shares previously owned directly have been contributed to the Reporting Person's living trust.

F3: By Carolyn T. Sizemore, Trustee.

F4: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F5: 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.