Exhibit 4.1


 


CSX CORPORATION


 


Action of Authorized Pricing Officers


 


November 7, 2018


 


1.       Pursuant
to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the “Corporation”) and The
Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan
Chase Bank, N.A. (formerly The Chase Manhattan Bank), as trustee (the “Trustee”), as heretofore supplemented and amended
(the “Indenture”) and (ii) resolutions duly adopted by the Board of Directors of the Corporation as of October 3, 2018,
the undersigned officers hereby establish two series (as that term is used in Section 301 of the Indenture) of Securities, the
titles of which shall be the 4.250% Notes due 2029 and 4.750% Notes due 2048 (collectively, the “Notes”). Each such
series of Securities shall be issued under the Indenture and shall have the terms set forth in the Prospectus and the Prospectus
Supplement attached as Exhibit A (collectively, the “Prospectus”) and such other or different terms as may be
set forth herein. The Notes will be issued in fully registered form only, in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. Terms used herein and not defined shall have the meaning assigned to them in the Indenture or the Prospectus.


 


2.       The
form and terms of the Notes substantially in the form of Exhibit B attached hereto are hereby approved under the Indenture;
and the Chairman and Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer, the Corporate Secretary, any Assistant Corporate Secretary or the Controller of the Corporation are,
and each of them with full power to act without the others hereby is, authorized, in the name and on behalf of the Corporation,
to execute, manually or by facsimile signature, and in the manner provided in the Indenture, the Notes (and, in addition, to replace
lost, stolen, mutilated or destroyed Notes, all as provided in the Indenture) substantially in the form approved hereby, in both
temporary and definitive form, with such changes, modifications and insertions therein as the officer executing the Notes shall
determine, such determination to be conclusively evidenced by the execution thereof by such officer, all in the manner and form
required in, or contemplated by, the Indenture.


 


3.       The
signatures of the officers of the Corporation so authorized to execute the Notes may, but need not be, the facsimile signatures
of the current or any future such authorized officers imprinted or otherwise reproduced thereon, the Corporation for such purpose
hereby adopting such facsimile signatures as binding upon it, notwithstanding that at the time any Notes shall be authenticated
and delivered or disposed of any officer so signing shall have ceased to be such authorized officer.


 




     


     


    

4.       The
form, terms and provisions of the Indenture are hereby ratified and approved.


 


5.       The
form, terms and provisions of the Underwriting Agreement, dated November 7, 2018 (the “Underwriting Agreement”), between
the Corporation and the Underwriters named on Schedule II thereto, providing for the issuance and sale of the Notes are hereby
approved; and the Chairman and Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President,
any Vice President, the Treasurer, any General Counsel or Assistant General Counsel, the Corporate Secretary, or any Assistant
Corporate Secretary of the Corporation (each an “Authorized Officer” and collectively, the “Authorized Officers”)
are, and each of them with full power to act without the others hereby is, authorized and directed to execute and deliver, in the
name and on behalf of the Corporation, the Underwriting Agreement with such changes therein as the officer of the Corporation executing
the Underwriting Agreement shall approve, the execution thereof by such officer to be conclusive evidence of such approval.


 


6.       The
form and terms of the Prospectus are hereby approved.


 


7.       The
Authorized Officers are, and each of them with full power to act without the others hereby is, authorized and empowered to take
all actions, and to execute and deliver any and all documents, in the name and on behalf of the Corporation as such officer or
officers shall deem necessary or appropriate to effect or otherwise carry out the foregoing.


 


8.       Any
and all actions heretofore or hereafter taken by any officer or officers of the Corporation within the terms of the foregoing,
including without limitation, the filing of a registration statement and amendments, supplements and addenda thereto with the Securities
and Exchange Commission with respect to the Notes and other securities which may be issued pursuant to the Indenture, are hereby
ratified and confirmed as the act of the Corporation.


 


9.       The
Notes may be authenticated by the Trustee and issued in accordance with the Indenture.


 




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Dated as of the date first set forth above.


 


	 	Authorized Pricing Officers
	 	 
	 	 
	 	By:	/s/ Frank Lonegro
	 	 	Name:	Frank Lonegro
	 	 	Title:	Executive Vice President and Chief Financial Officer



 


 

	 	By:	/s/ Sean Pelkey
	 	 	Name:	Sean Pelkey
	 	 	Title:	Vice President and Treasurer




 


 






    
[Signature Page to Pricing Resolutions]