X0306 4 2015-06-15 0 0000277948 CSX CORP CSX 0001237373 SHEPARD DONALD J 500 WATER STREET JACKSONVILLE FL 32202 1 0 0 0 Common Stock 2015-06-15 4 A 0 793 34.67 A 241446 I CSX Corporation Directors Deferred Compensation Plan Common Stock 12000 D Phantom Stock 2015-06-15 4 A 0 13 34.67 A Common Stock 13 2563 I CSX Directors Deferred Compensation Plan 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. 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. Each unit of phantom stock is the economic equivalent of one share of Company common stock. Units of phantom stock become payable, in cash, consistent with the Reporting Person's distribution election made at the time of deferral. Includes units of phantom stock credited to the Reporting Person's account as a result of the dividend reinvestment feature of the CSX Corporation Directors Deferred Compensation Plan. By: Mark D. Austin, Attorney-in-Fact 2015-06-16