EXHIBIT 4.1



 EXHIBIT 4.1 
  

CSX CORPORATION 
  
 Action of Authorized Pricing Officers 
  
 November 12, 2003 
  
 1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the “Corporation”) and JPMorgan Chase Bank, 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 at a meeting duly called and held on December 11, 2002, the undersigned officers hereby establish two
series (as that term is used in Section 301 of the Indenture) of Securities to be issued under the Indenture, which series of Securities 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 titles of the Securities shall be the (i) 5.30% Notes due 2014 (the “2014 Notes”) and (ii) the 2.75% Notes due 2006 (the
“2006 Notes” and together with the 2014 Notes, the “Notes”). 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 forms of Exhibit
B-1 and Exhibit B-2 attached hereto are hereby approved under the Indenture; and the Chairman, President and Chief Executive Officer, 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 12, 2003 (the “Underwriting Agreement”), between the Corporation and the Underwriters named on Schedule I thereto, providing for the issuance and sale of the Notes are hereby approved; and the
Chairman, President and Chief Executive Officer, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any General Counsel or Assistant General Counsel, the Senior Vice President-Law, General Counsel and








 Corporate Secretary, any Assistant Corporate Secretary or the Managing Director – Banking and Finance 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 this 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. 
  

	By:	 	 /S/    OSCAR
MUNOZ


	 	 	Name:	 	Oscar Munoz
	 	 	Title:	 	 Executive Vice President and
 Chief
Financial Officer

		
	By:	 	 /S/    DAVID A.
BOOR


	 	 	Name:	 	David A. Boor
	 	 	Title:	 	Vice President and Treasurer


  

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