CSX CORP — Director's Dealing 2013

Feb 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2013-02-13

Reporting Person: LAMPHERE GILBERT H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-13	Common Stock	A	7390	$20.30	Acquired	165556	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20261	Indirect

Footnotes

F1: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2: Each non-employee director is granted an annual stock retainer equal to an amount of CSX Common Stock valued at $150,000 based on the average closing price of CSX Common Stock for all trading days during the three full calendar months preceding the month in which the grant is made.

F3: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.