CSX CORPORATION (NASDAQ:CSX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February7, 2017, the Compensation Committee of the Board of
Directors of CSX Corporation (CSX or the Company) completed
certain regular reviews and agreement renewals. In that regard,
it made adjustments to the 2017 compensation of certain members
of the Companys executive management team. Ellen M. Fitzsimmons,
Executive Vice President of Law and Public Affairs, General
Counsel and Corporate Secretary, received an increase in her
short-term incentive opportunity from 80% of her annual base
salary to 90% of her annual base salary and an increase in her
long-term equity incentive award value from $1,500,000 to
$2,000,000. Frank A. Lonegro, Executive Vice President and Chief
Financial Officer, received an increase in his long-term equity
incentive award value from $1,500,000 to $2,000,000.

The Board of Directors of CSX also approved the regular
three-year renewal of the Companys change of control agreements.
Those included agreements with Michael J. Ward, Chief Executive
Officer; Clarence W. Gooden, President; Fredrik J. Eliasson,
Executive Vice President and Chief Sales and Marketing Officer;
Mr.Lonegro; Cynthia M. Sanborn, Executive Vice President and
Chief Operating Officer; and Ms.Fitzsimmons. Without such
renewals, the change of control agreements for these individuals
would have expired in accordance with their terms on May6, 2017.

The terms of the change of control agreements are substantially
the same as those set forth in the prior change of control
agreements, and generally provide that each executive will be
entitled to 2.99 times his or her annual base salary plus target
bonus in the event he or she (i)is terminated other than for
cause, (ii)resigns for good reason or (iii)experiences a
constructive termination, in each case within three years of a
change in control of the Company. The renewed change of control
agreements will expire on May15, 2020. The foregoing description
of the change of control agreements does not purport to be
complete and is qualified in its entirety by reference to the
form of change of control agreement, which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein
by reference.

(d) The following exhibit is being filed as part of this report:

10.1Form of Change of Control Agreement

About CSX CORPORATION (NASDAQ:CSX)

CSX Corporation, together with its subsidiaries, is a transportation company. The Company provides rail-based transportation services, including rail service and the transport of intermodal containers and trailers. The Company serves three lines of business, such as merchandise business, coal business and intermodal business. The Company’s merchandise business consists of shipments in diverse markets, such as agricultural products, phosphates and fertilizers, food and consumer, chemicals, automotive, metals, forest products, minerals, and waste and equipment. The Company’s coal business transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants, as well as exports coal to deep-water port facilities. The Company’s intermodal business combines the rail transportation with the short-haul flexibility of trucks and offers long-haul trucking.

CSX CORPORATION (NASDAQ:CSX) Recent Trading Information

CSX CORPORATION (NASDAQ:CSX) closed its last trading session up +0.14 at 47.91 with 6,695,755 shares trading hands.