X0305 4 2012-05-04 0 0000277948 CSX CORP CSX 0001278541 GOODEN CLARENCE W 500 WATER STREET JACKSONVILLE FL 32202 0 1 0 0 EVP & CCO Common Stock 2012-05-04 4 F 0 14485 22.15 D 375576 D Common Stock 2012-05-08 4 A 0 23073 21.99 A 398649 D Common Stock 335 I CSX Corporation 401(k) Plan Common Stock 164274 I Corkie T. Gooden Irrevocable Trust Withholding of stock to satisfy tax withholding obligation. Restricted stock units awarded pursuant to the approved 2010 CSX Stock and Incentive Award Plan. The units vest on May 7, 2015. 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. These shares are held in a Trust for the Reporting Person's spouse. The Reporting Person's spouse is the Trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose. /s/ Mark D. Austin, Attorney-in-Fact 2012-05-08