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CSX CORP Director's Dealing 2013

May 6, 2013

29952_dirs_2013-05-06_05053ade-814d-41f1-80cc-20b4760bf48c.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: 2013-05-06

Reporting Person: Mancini Lisa A. (SVP - Chief Administrative Off)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-06 Common Stock S 5000 $25.00 Disposed 126088 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 63537 Indirect
Common Stock 7791 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 19, 2013. 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 Deferred Compensation Plan.

F3: 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.