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: FITZSIMMONS ELLEN M (EVP, General Counsel, Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-06	Common Stock	F	4086	$25.23	Disposed	43102	Direct
2013-05-07	Common Stock	A	16012	—	Acquired	59114	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19914	Indirect
Common Stock	10336	Indirect
Common Stock	354466	Indirect

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.

F4: By Trustee, CSX Corporation Executive Stock Trust.

F5: By Trustee, CSX Tax Savings Thrift Plan. The number reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.

F6: By Ellen M. Fitzsimmons, Trustee.