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CSX CORP Director's Dealing 2011

Jan 26, 2011

29952_dirs_2011-01-26_aeed23be-d518-4cd6-886d-5b8d1d3b5dce.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: 2011-01-24

Reporting Person: GOODEN CLARENCE W (EVP & CCO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-24 Common Stock A 26506 $67.71 Acquired 255703 Direct
2011-01-24 Common Stock F 8222 $67.71 Disposed 247481 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 38061 Indirect
Common Stock 109 Indirect
Common Stock 54758 Indirect

Footnotes

F1: Shares awarded pursuant to the CSX 2008 - 2010 Long Term Incentive Plan ("LTIP").

F2: Withholding of stock to satisfy tax withholding obligation.

F3: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

F4: 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.

F5: These shares are held in a Trust for the Reporting Person's spouse. The Reporting Person's spouse is the Trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.