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CSX CORP Director's Dealing 2014

May 8, 2014

29952_dirs_2014-05-08_0903ab3d-1527-4fd4-ac14-401565cc5634.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: 2014-05-06

Reporting Person: SIZEMORE CAROLYN T (VP and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-06 Common Stock A 1781 Acquired 38202 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 55603 Indirect
Common Stock 52340 Indirect
Common Stock 7148 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 Carolyn T. Sizemore, Trustee.

F4: By Trustee, CSX Corporation Executive Deferred Compensation Plan.

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