CSX CORP — Director's Dealing 2013

May 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2013-05-06

Reporting Person: MUNOZ OSCAR (Executive Vice President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-06	Common Stock	F	7760	$25.23	Disposed	631885	Direct
2013-05-07	Common Stock	A	21349	—	Acquired	653234	Direct

Footnotes

F1: Withholding of stock to satisfy tax withholding obligation.

F2: Restricted stock units awarded pursuant to the approved 2010 CSX Stock and Incentive Award Plan. Each unit represents a contingent right to receive one share of common stock. The units vest on May 6, 2016.

F3: In determining the number of units to be granted under the 2010 CSX Stock and Incentive Plan, the value of the award for the Reporting Person is divided by the average of CSX's stock price for the full three-month period preceding the date of grant.