CSX CORP — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2014-05-06

Reporting Person: WARD MICHAEL J (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock	A	62322	—	Acquired	544226	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14055	Indirect
Common Stock	210000	Indirect
Comman Stock	397303	Indirect

Footnotes

F1: 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 5, 2017.

F2: 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.

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.

F4: By Kim Anspach Ward, Trustee.

F5: By Trustee, CSX Corporation Executive Stock Trust.