exhibit_4.htm


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


    


    


    


    


    


    ______________________________________________________________________________

    


    


    CSX
CORPORATION

    


    AND

    


    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

    Successor
Trustee

    


    AND

    


    THE BANK
OF NEW YORK MELLON,

    Prior
Trustee

    


    ___________________________

    


    EIGHTH
SUPPLEMENTAL

    INDENTURE

    


    Dated as
of March 24, 2010

    


    __________________________

    


    ______________________________________________________________________________

    



    
      
        
           

           

        

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TABLE OF
CONTENTS

     

                                                      Page

     

    ARTICLE
ONE

     

    RELATION
TO INDENTURE; DEFINITIONS

     

    
      	
               
      

            	
              

                Section
      1.1. Relation to
      Indenture................................................................................................................2

              

            


    

     

    
      	
               
      

            	
              

                Section
      1.2.
      Definitions..............................................................................................................................2

              

            


    

    
ARTICLE
TWO

    
       

      SCOPES OF
APPLICABILITY

       

      
        	
                 
      

              	
                Section
      2.1.
      Applicability of this Eighth Supplemental
      Indenture.......................................................................3

              


      

       

      
        	
                 
      

              	
                Section
      2.2. Change in
      Law.........................................................................................................................3

              


      

       

      
        	
                 
      

              	
                Section
      2.3. Eighth
      Supplemental Indenture Shall
      Govern..................................................................................3

              


      

       

      ARTICLE
THREE

       

      AMENDMENTS

       

      
        	
                 
      

              	
                Section
      3.1. Forms
      Generally.....................................................................................................................3

              


      

       

      
        	
                 
      

              	
                Section
      3.2.
      Restrictive
      Legends................................................................................................................4

              


      

       

      
        	
                 
      

              	
                Section
      3.3. Form of
      Certificate to be Delivered upon Termination of Restricted
      Period.........................................7

              


      

       

      
        	
                 
      

              	
                Section
      3.4. Form of
      Security....................................................................................................................8

              


      

       

      
        	
                 
      

              	
                Section
      3.5. Special
      Transfer
      Provisions......................................................................................................8

              


      

       

      
        	
                 
      

              	
                Section
      3.6. Form of
      Certificate to Be Delivered in Connection with Transfers to
      

                Non-QIB Institutional
      Accredited
      Investors...............................................................................................12

              


      

       

      
        	
                 
      

              	
                Section
      3.7. Form of
      Certificate to Delivered in Connection with Transfers 

                Pursuant to
      Regulation S.........................................................................................................................15

              


      

       

      ARTICLE
FOUR

       

      APPOINTMENT
OF SUCCESSOR TRUSTEE

       

      
        	
                 
      

              	
                Section
      4.1. Resignation
      of Prior
      Trustee................................................................................................16

              


      

       

      
        	
                 
      

              	
                Section
      4.2. Assignment
      by Prior
      Trustee................................................................................................16

              


      

       

      
        	
                 
      

              	
                Section
      4.3. Acceptance
      of
      Resignation..................................................................................................16

              


      

       

      
        	
                 
      

              	
                Section
      4.4.
      Satisfaction of Conditions to
      Resignation.................................................................................16

              


      

       

      
        	
                 
      

              	
                Section
      4.5. No
      Disqualification as Successor
      Trustee...............................................................................16

              


      

       

      
        	
                 
      

              	
                Section
      4.6. Appointment
      of Successor
      Trustee.......................................................................................16

              


      

       

      
        	
                 
      

              	
                Section
      4.7.
      Effectiveness of
      Appointment..............................................................................................16

              


      

       

      


      
        
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      ARTICLE
FIVE

       

      MISCELLANEOUS
PROVISIONS

       

      
        	
                 
      

              	
                Section
      5.1.
      Incorporation of
      Indenture.................................................................................................17

              


      

       

      
        	
                 
      

              	
                Section
      5.2. Governing
      Law.................................................................................................................17

              


      

       

      
        	
                 
      

              	
                Section
      5.3.
      Counterparts....................................................................................................................17

              


      

       

      
        	
                 
      

              	
                Section
      5.4.
      Separability
      Clause............................................................................................................17

              


      

       

      
        	
                 
      

              	
                Section
      5.5. Successors
      and
      Assigns...................................................................................................17

              


      

       

      
        	
                 
      

              	
                Section
      5.6. Benefits of
      Eighth Supplemental
      Indenture...........................................................................17

              


      

       



    
      
        
           

        

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    EIGHTH
SUPPLEMENTAL INDENTURE dated as of March 24, 2010 between CSX Corporation, a
Virginia corporation (the “Company”), The Bank of New York Mellon Trust Company,
N.A. (successor to The Bank of New York Mellon, formerly The Bank of New York,
successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), a
New York banking corporation, as successor trustee (the “Successor Trustee”) and
The Bank of New York Mellon, as prior trustee (the “Prior
Trustee”).

     

    RECITALS
OF THE COMPANY

     

    WHEREAS,
the Company has heretofore executed and delivered to the Prior Trustee a certain
indenture, dated as of August 1, 1990 and supplemented by the First Supplemental
Indenture dated as of June 15, 1991, the Second Supplemental Indenture dated as
of May 6, 1997, the
Third Supplemental Indenture dated as of April 22, 1998, the Fourth Supplemental
Indenture dated as of October 30, 2001, the Fifth Supplemental Indenture dated
as of October 27, 2003, the Sixth Supplemental Indenture dated as of September
23, 2004 and the Seventh Supplemental Indenture dated as of April 25, 2007 (the
indenture, as so supplemented and as further supplemented herein, is herein
called the “Indenture”), pursuant to which one or more series of unsecured
notes, debentures, securities or other evidences of indebtedness of the Company
(herein called the “Securities”) may be issued from time to time;

     

    WHEREAS,
Section 901 of the Indenture provides that the Company, when authorized by a
Board Resolution, and the trustee under the Indenture (the “Trustee”) may at any
time and from time to time enter into one or more indentures supplemental to the
Indenture for the purpose, among other things, of (i) establishing the form
or terms of  Securities of any series and any related coupons as
permitted by Sections 201 and 301 of the Indenture or (ii) making any other
provisions with respect to matters or questions arising under the
Indenture, provided that such action shall not adversely affect the interests of
the Holders of Securities of any series or any related coupons in
any material respect;

     

    WHEREAS,
the Company, pursuant to the foregoing authority, proposes in and by this Eighth
Supplemental Indenture to amend and supplement the Indenture in certain respects
with respect to Securities of any and all series issued on or after the date
hereof; and

     

    WHEREAS,
all things necessary to make this Eighth Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.

     

    WHEREAS, the
Company desires to appoint Successor Trustee as Trustee, Paying Agent and
Registrar to succeed Prior Trustee in such capacities under the Indenture; and


     

    WHEREAS,
Successor Trustee is willing to accept such appointment as Successor Trustee,
Paying Agent
and Registrar under the Indenture;

     

    NOW,
THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:

     

    For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of Securities of
any and all series established on or after the date hereof, as
follows:

    
      
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    ARTICLE
ONE

     

    RELATION
TO INDENTURE; DEFINITIONS

     

    Section
1.1. Relation to
Indenture.  This Eighth Supplemental Indenture constitutes an
integral part of the Indenture.

     

    Section
1.2. Definitions.  For
all purposes of this Eighth Supplemental Indenture:

     

    (a) Capitalized
terms used herein without definition shall have the meanings specified in the
Indenture, unless otherwise defined in
this Eighth Supplemental Indenture, in which case definitions set forth in this
Eighth Supplemental Indenture shall govern; and

     

    (b) The terms “herein,”
“hereof,” “hereunder” and other words of similar import refer to this Eighth
Supplemental Indenture.

     

    (c) Section
101 of the Indenture is hereby amended and supplemented by:

     

    (i) adding
the following definitions:

     

    “Clearstream”
means Clearstream Banking, S.A.

     

    “Euroclear”
means Euroclear Bank, S.A./N.V., as operater of the Euroclear
system.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    “Private
Placement Legend” has the meaning provided in Section 204.

     

    “Restricted
Security” means a Security that constitutes a “restricted security” within the
meaning of Rule 144(a)(3) under the Securities Act.

     

    (ii) replacing
the definitions below in the Indenture to read as follows:

     

    “Exchange
Offer” means the offer by the Company to the Holders of Restricted Securities to
exchange all of the Restricted Securities for Exchange Securities, as provided
in a Registration Rights Agreement.

     

    “Exchange
Securities” refers to any Security containing terms substantially identical to
Restricted Securities (except that (i) such Exchange Securities shall not
contain terms with respect to transfer restrictions and shall be registered
under the Securities Act, and (ii) certain provisions relating to an increase in
the stated rate of interest thereon shall be eliminated) that are issued and
exchanged for such Restricted Securities in accordance with the Exchange Offer,
as provided in a Registration Rights Agreement and this Indenture.

     

    
      
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    “Registration
Rights Agreement” means a Registration Rights Agreement entered into in
connection with the offer and issuance of Restricted Securities, providing for
the exchange of such Restricted Securities for Exchange Securities.

     

    “Registration
Statement” means a registration statement filed by the Company in connection
with the offer and sale of Restricted Securities pursuant to a Registration
Rights Agreement.

     

    ARTICLE
TWO

     

    SCOPES OF
APPLICABILITY

     

    Section
2.1. Applicability of this Eighth
Supplemental Indenture.  The provisions of this Eighth
Supplemental Indenture shall be applicable, and the Indenture is hereby amended
and supplemented as specified herein, with respect to any Securities issued on
or after the date hereof.

     

    Section
2.2. Change in
Law.  In connection with any future change in law under the
Securities Act, the Exchange Act, other applicable law or upon the advice of
counsel, the Company shall be entitled to change or update the Private Placement
Legend in Section 204 of the Indenture, the Special Transfer Provisions in
Section 313 of the Indenture and certifications in Sections 205, 314 and 315 of
the Indenture and in the Form of Transfer Notice included in the form of
Security attached as Exhibit A to the Indenture, without entering into an
additional Supplemental Indenture and without the Consent of Holders, by
delivering a detailed Officer’s Certificate which states the full text of the
new Private Placements Legend, sets forth full detailed instructions on the use
of new Special Transfer Provisions and attaches the new certifications to be
used in connection with those requirements together with an Officer’s
Certificate which states that those new requirements are in compliance with the
Securities Act, the Exchange Act or other applicable law.

     

    Section
2.3. Eighth Supplemental
Indenture Shall Govern.  In the event of a conflict between any
provisions of the Indenture and this Eighth Supplemental Indenture, the relevant
provision or provisions of this Eighth Supplemental Indenture shall
govern.

     

    ARTICLE
THREE

     

    AMENDMENTS

     

    Section
3.1.  Forms
Generally.  Section 201 of the Indenture is amended by
replacing the last three paragraphs of that Section with the following three
paragraphs:

     

    Restricted
Securities offered and sold in reliance on Rule 144A may be issued in the form
of one or more permanent global securities substantially in the form set forth
in Annex I hereto (the “U.S. Global Securities”) deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the U.S.
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Security Registrar, as custodian for the Depositary
or the Trustee, as hereinafter provided.

     

    
      
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    Restricted
Securities offered and sold in reliance on Regulation S shall be issued
initially in the form of temporary global Restricted Securities in registered
form substantially in the form set forth in Annex I hereto (the “Temporary
Offshore Global Securities”). The Temporary Offshore Global Securities will be
deposited on behalf of the purchasers of the Restricted Securities represented
thereby with the Trustee, as custodian for the Depositary, and registered in the
name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, until the later
of the completion of the distribution of the Restricted Securities and the
termination of the Restricted Period with respect to the offer and sale of such
Restricted Securities (the “Offshore Securities Exchange Date”). At any time
following the Offshore Securities Exchange Date, upon receipt by the Trustee and
the Company of a certificate substantially in the form set forth in Section 205,
the Company shall execute, and the Trustee shall execute and deliver, one or
more permanent certificated Securities substantially in the form set forth in
Annex I hereto (the “Permanent Offshore Physical Securities”) in exchange for
the Temporary Offshore Global Securities of like tenor and amount.

     

    Restricted
Securities offered and sold other than as described in the preceding two
paragraphs shall be issued in the form of permanent certificated Securities in
Registered form in substantially the same form set forth in Annex I hereto (the
“U.S. Physical Securities”). The Temporary Offshore Global Securities, Permanent
Offshore Physical Securities and U.S. Physical Securities are sometimes
collectively herein referred to as the “Physical Securities”.

     

    Section
3.2.  Restrictive
Legends.  Section 204 of the Indenture is amended by replacing
such Section in its entirety to read as follows:

     

    Section
204.  Restrictive Legends.

     

    Unless
and until (i) a Restricted Security is sold under an effective Registration
Statement or (ii) a Restricted Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to a Registration Rights Agreement, each such U.S. Global Security,
Temporary Offshore Global Security and U.S. Physical Security shall bear the
following legend (the “Private Placement Legend”) on the face
thereof:

     

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A)
IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES
SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A
U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND
(2) AGREES FOR THE BENEFIT OF CSX CORPORATION THAT IT WILL NOT OFFER, SELL
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO CSX CORPORATION OR ANY
WHOLLY-OWNED SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     

    
      
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    PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D)
ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY
RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     

    Each U.S.
Global Security, whether or not a Restricted Security, shall also bear the
following legend on the face thereof:

     

     

    UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

     

    TRANSFERS
OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 313 OF THE
INDENTURE.

     

    
      
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    Section
3.3. Form of Certificate to be
Delivered upon Termination of Restricted
Period.  Section 205 of the Indenture is amended by
replacing such Section in its entirety to read as follows:

     

    Section
205.  Form
of Certificate to Be Delivered in Connection with Transfers Pursuant to
Regulation S upon Termination of Restricted Period.

     

    The
following certificate, to be dated on or after expiration of the Restricted
Period, shall be delivered by a Holder in connection with transfers pursuant to
Regulation S.

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

    10161
Centurion Pkwy. N., 2nd Floor

    Jacksonville,
Florida 32256

     

     

    Re:  CSX Corporation (the
“Company”)

    ___% Securities due ____,
20__ (the “Securities”)

     

     

    Ladies
and Gentlemen:

     

    This
letter relates to U.S. $____  principal amount of Securities represented by
a temporary global security certificate (the “Temporary Certificate”) which
bears a legend outlining restrictions upon transfer of such Temporary
Certificate. Pursuant to Section 201 of the Indenture dated as of August 1, 1990
relating to the Securities (as heretofore supplemented and amended, the
“Indenture”), we hereby certify that we are (or we will hold such Securities on
behalf of) a person outside the United States to whom the Securities could be
transferred in accordance with Rule 904 of Regulation S promulgated under the
U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested
to exchange the Temporary Certificate for an unlegended certificate representing
an identical principal amount of Securities, all in the manner provided for in
the Indenture.

     

    You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

     

    
      	
              Very
      truly yours,

            
	
              [Name
      of Holder]

            
	
              By:

            
	 
      	 
      
	 
      	
              Authorized
      Signature

            


    

    


    
      
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    Section
3.4. Form of
Security.  The Security Form attached as Exhibit A to the
Indenture is amended to read in its entirety as set forth in Annex I to this
Eighth Supplemental Indenture.

     

    Section
3.5. Special Transfer
Provisions.  Section 313 of the Indenture is amended by
replacing such Section in its entirety to read as follows:

     

    Section
313.  Special Transfer
Provisions.

     

    Unless
and until (i) a Restricted Security is sold under an effective Registration
Statement, or (ii) a Restricted Security is exchanged for an Exchange Security
in connection with an effective Registration Statement, in each case pursuant to
a Registration Rights Agreement, the following provisions shall
apply:

     

    (a)           Transfers to Non-QIB
Institutional Accredited Investors.  The following provisions
shall apply with respect to the registration of any proposed transfer of a
Restricted Security to any institutional “accredited investor” (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) which
is not a QIB (excluding Non-U.S. Persons):

     

    (i)           The
Security Registrar shall register the transfer of any Restricted Security,
whether or not such Restricted Security bears the Private Placement Legend, if
(x) the requested transfer is at least one year after the original issue date of
the Restricted Security or (y) the proposed transferee has delivered to the
Security Registrar a certificate substantially in the form set forth in Section
314.

     

    (ii)           If
the proposed transferor is an Agent Member holding a beneficial interest in the
U.S. Global Security, upon receipt by the Security Registrar of (x) the
documents, if any, required by paragraph (i) and (y) instructions given in
accordance with the Depositary’s and the Security Registrar’s procedures
therefor, the Security Registrar shall reflect on its books and records the date
and a decrease in the principal amount of the U.S. Global Security in an amount
equal to the principal amount of the beneficial interest in the U.S. Global
Security to be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more U.S. Physical Securities of like tenor and
amount.

     

    (b)           Transfers to
QIBs.  The following provisions shall apply with respect to the
registration of any proposed transfer of a Restricted Security to a QIB
(excluding Non-U.S. Persons):

     

    (i)           If
the Security to be transferred consists of U.S. Physical Securities, Temporary
Offshore Global Securities or Permanent Offshore Physical Securities, the
Security Registrar shall register the transfer if such transfer is being made by
a proposed transferor who has checked the box provided for on the form of
Restricted Security stating, or has otherwise advised the Company and the
Security Registrar in writing, that the sale has been made in compliance with
the provisions of Rule 144A to a transferee who has signed the certification
provided for on the form of Restricted Security stating, or has otherwise
advised the Company and the Security Registrar in writing, that it is purchasing
the Restricted Security for its own account or an account with respect to which
it exercises sole investment discretion and that it, or the person on whose
behalf it is acting with respect to any such account, is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

     

    
      
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    (ii)           If
the proposed transferee is an Agent Member, and the Restricted Security to be
transferred consists of U.S. Physical Securities, Temporary Offshore Global
Securities or Permanent Offshore Physical Securities, upon receipt by the
Security Registrar of instructions given in accordance with the Depositary’s and
the Security Registrar’s procedures therefor, the Security Registrar shall
reflect on its books and records the date and an increase in the principal
amount of the U.S. Global Security in an amount equal to the principal amount of
the U.S. Physical Securities, Temporary Offshore Global Securities or Permanent
Offshore Physical Securities, as the case may be, to be transferred, and the
Trustee shall cancel the Physical Security so transferred.

     

    (c)           Transfers by Non-U.S.
Persons Prior to Expiration of the Restricted Period.  The
following provisions shall apply with respect to registration of any proposed
transfer of a Restricted Security by a Non-U.S. Person prior to expiration of
the Restricted Period:

     

    (i)           The
Security Registrar shall register the transfer of any Restricted Security (x) if
the proposed transferee is a Non-U.S. Person and the proposed transferor has
delivered to the Security Registrar a certificate substantially in the form set
forth in Section 315 or (y) if the proposed transferee is a QIB and the proposed
transferor has checked the box provided for on the form of Restricted Security
stating, or has otherwise advised the Company and the Security Registrar in
writing, that the sale has been made in compliance with the provisions of Rule
144A to a transferee who has signed the certification provided for on the form
of Restricted Security stating, or has otherwise advised the Company and the
Security Registrar in writing, that it is purchasing the Restricted Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it, or the person on whose behalf it is acting with respect
to any such account, is a QIB within the meaning of Rule 144A, and is aware that
the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as it has requested pursuant
to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon its foregoing representations in order
to claim the exemption from registration provided by Rule 144A. Unless clause
(ii) below is applicable, the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Temporary Offshore Global Securities of
like tenor and amount.

     

    
      
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    (ii)           If
the proposed transferee is an Agent Member, upon receipt by the Security
Registrar of instructions given in accordance with the Depositary’s and the
Security Registrar’s procedures therefor, the Security Registrar shall reflect
on its books and records the date and an increase in the principal amount of the
U.S. Global Security in an amount equal to the principal amount of the Temporary
Offshore Global Security to be transferred, and the Security Registrar shall
cancel the Temporary Offshore Global Securities so transferred.

     

    (d)           Transfers by Non-U.S.
Persons on or After Expiration of the Restricted Period.  The
following provisions shall apply with respect to any transfer of a Restricted
Security by a Non-U.S. Person on or after expiration of the Restricted
Period:

     

    (i)           (x)
If the Restricted Security to be transferred is a Permanent Offshore Physical
Security, the Security Registrar shall register such transfer, (y) if the
Restricted Security to be transferred is a Temporary Offshore Global Security,
upon receipt of a certificate substantially in the form set forth in Section 315
from the proposed transferor, the Security Registrar shall register such
transfer and (z) in the case of either clause (x) or (y), unless clause (ii)
below is applicable, the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Permanent Offshore Physical Securities of
like tenor and amount.

     

    (ii)           If
the proposed transferee is an Agent Member, upon receipt by the Security
Registrar of instructions given in accordance with the Depositary’s and the
Security Registrar’s procedures therefor, the Security Registrar shall reflect
on its books and records the date and an increase in the principal amount of the
U.S. Global Security in an amount equal to the principal amount of the Temporary
Offshore Global Security or of the Permanent Offshore Physical Security to be
transferred, and the Trustee shall cancel the Global Security so
transferred.

     

    (e)           Transfers to Non-U.S.
Persons on or After Expiration of the Restricted Period.  The
following provisions shall apply with respect to any transfer of a Restricted
Security to a Non-U.S. Person:

     

    (i)           Prior
to expiration of the Restricted Period, the Security Registrar shall register
any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt
of a certificate substantially in the form set forth in Section 315 from the
proposed transferor and the Company shall execute, and the Trustee shall
authenticate and make available for delivery, one or more Temporary Offshore
Physical Securities.

     

    (ii)           On
and after expiration of the Restricted Period, the Security Registrar shall
register any proposed transfer to any Non-U.S. Person (w) if the Restricted
Security to be transferred is a Permanent Offshore Physical Security, (x) if the
Restricted Security to be transferred is a Temporary Offshore Global Security,
upon receipt of a certificate substantially in the form set forth in Section 315
from the proposed transferor, (y) if the Restricted Security to be transferred
is a U.S. Physical Security or an interest in the U.S. Global Security, upon
receipt of a certificate substantially in the form set forth in Section 315 from
the proposed transferor and (z) in the case of either clause (w), (x) or (y),
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more Permanent Offshore Physical Securities of like tenor and
amount.

     

    
      
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    (iii)           If
the proposed transferor is an Agent Member holding a beneficial interest in the
U.S. Global Security, upon receipt by the Security Registrar of (x) the
document, if any, required by paragraph (i), and (y) instructions in accordance
with the Depositary’s and the Security Registrar’s procedures therefor, the
Security Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the U.S. Global Security in an amount equal
to the principal amount of the beneficial interest in the U.S. Global Security
to be transferred and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Permanent Offshore Physical Securities of
like tenor and amount.

     

    (f)           Private Placement
Legend.  Upon the transfer, exchange or replacement of
Securities not bearing the Private Placement Legend, the Security Registrar
shall deliver Securities that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Securities bearing the Private Placement
Legend, the Security Registrar shall deliver only Securities that bear the
Private Placement Legend unless either (i) the circumstances contemplated by the
fifth paragraph of Section 201 (with respect to Permanent Offshore Physical
Securities) or paragraph (a)(i)(x), (d)(i) or (e)(ii) of this Section 313 exist
or (ii) there is delivered to the Security Registrar an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities
Act.

     

    (g)           General.  By
its acceptance of any Security bearing the Private Placement Legend, each Holder
of such a Security acknowledges the restrictions on transfer of such Security
set forth in this Indenture and in the Private Placement Legend and agrees that
it will transfer such Security only as provided in this Indenture.

     

    The
Security Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 312 or this Section 313. The Company
shall have the right to inspect and make copies of all such letters, notices or
other written communications at any reasonable time upon the giving of
reasonable written notice to the Security Registrar.

     

    
      
        [[NYCORP:3200566]]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
3.6. Form of Certificate to Be
Delivered in Connection with Transfers to Non-QIB Institutional Accredited
Investors.  Section 314 of the Indenture is amended by
replacing such Section in its entirety to read as follows:

     

    Section
314.  Form
of Certificate to Be Delivered in Connection with Transfers to Non-QIB
Institutional Accredited Investors.

    [date]

     

    


    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

    10161
Centurion Pkwy. N., 2nd Floor

    Jacksonville,
Florida 32256

     

    Re:  CSX Corporation (the
“Company”) ___% Securities due ____, 20__ (the “Securities”)

     

     

    Ladies
and Gentlemen:

     

    1.           We
understand that the _____% Securities due _____, ____, (the “Offered
Securities”) of CSX Corporation (the “Company”) have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws, and may not be offered or sold except as permitted in the
following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing the Offered Securities that, if, prior to
the date which is one year after the later of the date of original issue of the
Offered Securities and the last date on which the Company or any affiliate of
the Company was the owner of such Offered Securities (the “Resale Restriction
Termination Date”), we decide to offer, sell or otherwise transfer any such
Offered Securities, such offer, sale or transfer will be made only (a) to the
Company or any wholly owned subsidiary thereof, (b) pursuant to an effective
registration statement under the Securities Act, (c) so long as the Offered
Securities are eligible for resale pursuant to Rule 144A under the Securities
Act, to a person we reasonably believe is a qualified institutional buyer under
Rule 144A (a “QIB”) that purchases for its own account or for the account of a
QIB and to whom notice is given that the transfer is being made in reliance on
Rule 144A, (d) to an institutional “accredited investor” within the meaning of
subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that
is acquiring Offered Securities for its own account or for the account of such
an institutional accredited investor for investment purposes and not with a view
to, or for offer or sale in connection with, any distribution thereof in
violation of the Securities Act, (e) pursuant to offers and sales to non-U.S.
persons that occur outside the United States within the meaning of Regulation S
under the Securities Act or (f) pursuant to another available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirements of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and to compliance with any applicable state securities laws.
The foregoing restrictions on resale will  not apply subsequent to the
Resale Restriction Termination Date. If any resale or other transfer of the
Offered Securities is proposed to be made pursuant to clause (d) above prior to
the Resale Restriction Termination Date, the transferor shall deliver a letter
from the transferee substantially in the form of this letter to the Trustee,
which shall provide as applicable, among other things, that the transferee is an
institutional “accredited investor” within the meaning of subparagraph (a)(1),
(2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such
Offered Securities for investment purposes and not for distribution in violation
of the Securities Act. We acknowledge on our behalf and on behalf of any
investor account for which we are purchasing Offered Securities that the Company
and the Trustee reserve the right prior to any offer, sale or other transfer
pursuant to clause (d), (e) or (f) prior to the Resale Restriction Termination
Date of the Offered Securities to require the delivery of any opinion of
counsel, certifications and/or other information satisfactory to the Company and
the Trustee. We understand that the certificates for any Offered Security that
we receive will bear a legend substantially to the effect of the
foregoing.

     

    
      
        [[NYCORP:3200566]]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.           We
are an institutional “accredited investor” within the meaning of subparagraph
(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act purchasing for our
own account or for the account of such an institutional “accredited investor,”
and we are acquiring the Offered Securities for investment purposes and not with
a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Offered Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its
investment.

     

    3.           We
are acquiring the Offered Securities purchased by us for our own account (or for
one or more accounts as to each of which we exercise sole investment discretion
and have authority to make, and do make, the statements contained in this
letter) and not with a view to any distribution of the Offered Securities,
subject, nevertheless, to the understanding that the disposition of our property
will at all times be and remain within our control.

     

    4.           We
acknowledge that (a) none of the Company, or initial purchasers, if any, nor any
person acting on behalf of the Company or initial purchasers, if any, has made
any representation to us with respect to the Company or the offer or sale of any
Offered Securities and (b) any information we desire concerning the Company and
the Offered Securities or any other matter relevant to our decision to purchase
the Offered Securities (including a copy of the Final Memorandum) is or has been
made available to us.

     

    
      
        [[NYCORP:3200566]]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           We
acknowledge that the Company, the Trustee, initial purchasers, if any, and
others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations,  warranties and agreements and agree that if any of
the acknowledgements, representations, warranties and agreements made by us
herein with respect to our purchase of the Offered Securities are no longer
accurate, we shall promptly notify the Company.

     

    


    
      	
              Very
      truly yours,

            
	
              (Name
      of Purchaser

            
	
               

              By:

            	 
      
	
               

              Date:

            	 
      


    

    


    


    Upon
transfer, the Offered Securities would be registered in the name of the new
beneficial owner as follows:

     

    Name:                                                                                                                                

     

    Address:                                                                                                                                

     

    Taxpayer
ID
Number:                                                                                                                                

     

    
      
        [[NYCORP:3200566]]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
3.7. Form of Certificate to
Delivered in Connection with Transfers Pursuant to
Regulation S.  Section 315 of the Indenture is amended by
replacing such Section in its entirety to read as follows:

     

    Section
315.  Form of Certificate to Be Delivered in Connection with Transfers
Pursuant to Regulation S.

     

    [date]

     

    


    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

    10161
Centurion Pkwy. N., 2nd Floor

    Jacksonville,
Florida 32256

     

    Re:  CSX Corporation (the
“Company”) ___% Securities due _____, 20__ (the
“Securities”)

     

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed sale of U.S.$_________ aggregate principal amount
of the Securities, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the Securities Act of 1933, as amended,
and, accordingly, we represent that:

     

    (1)           the
offer of the Securities was not made to a person in the United
States;

     

    (2)           at
the time the buy order was originated, the transferee was outside the United
States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States;

     

    (3)           no
directed selling efforts have been made by us, any affiliate of ours, or any
Person acting on our or their behalf, in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
and

     

    (4)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act of 1933.

     

    You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

     

    
      
        [[NYCORP:3200566]]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Very
      truly yours,

              [Name
      of Transferor]

            
	
              By

            
	 
      	 
      
	 
      	
              Authorized
      Signature

            


    

    


    ARTICLE
FOUR                                

     

    APPOINTMENT
OF SUCCESSOR TRUSTEE

    


    Section
4.1. Resignation of Prior
Trustee.  Prior Trustee hereby resigns as Trustee under the
Indenture.

     

    Section
4.2. Assignment by Prior
Trustee.  Prior Trustee hereby assigns, transfers, delivers and
confirms to Successor Trustee all right, title and interest of Prior Trustee in
and to the trusts of the Trustee under the Indenture and all the rights, powers
and trusts of the Trustee under the Indenture.  Prior Trustee shall
execute and deliver such further instruments and shall do such other things as
Successor Trustee may reasonably require so as to more fully and certainly vest
and confirm in Successor Trustee all the rights, powers and trust hereby
assigned, transferred, delivered and confirmed to Successor Trustee as Trustee,
Paying Agent and Registrar.

     

    Section
4.3. Acceptance of
Resignation.  The Company hereby accepts the resignation of
Prior Trustee as Trustee, Paying Agent and Registrar under the
Indenture.

     

    Section
4.4. Satisfaction of Conditions
to Resignation.  All conditions relating to the appointment of
The Bank of New York Mellon Trust Company, N.A. as Successor Trustee, Paying
Agent and Registrar under the Indenture have been met by the Company, and the
Company hereby appoints Successor Trustee as Trustee, Paying Agent and Registrar
under the Indenture with like effect as if originally named as Trustee, Paying
Agent and Registrar in the Indenture.

     

    Section
4.5. No Disqualification as
Successor Trustee.  Successor Trustee hereby represents and
warrants to Prior Trustee and to the Company that Successor Trustee is not
disqualified to act as Trustee under the Indenture.

     

    Section
4.6. Appointment of Successor
Trustee.  Successor Trustee hereby accepts its appointment as
Successor Trustee, Paying Agent and Registrar under the Indenture and accepts
the rights, powers, duties and obligations of Prior Trustee as Trustee, Paying
Agent and Registrar under the Indenture, upon the terms and conditions set forth
therein, with like effect as if originally named as Trustee, Paying Agent and
Registrar under the Indenture.

     

    Section
4.7. Effectiveness of
Appointment.  The resignation, appointment and acceptance
effected hereby shall be effective as of the date hereof.

     

    


    
      
        [[NYCORP:3200566]]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
FIVE

     

    MISCELLANEOUS
PROVISIONS

     

    Section
5.1. Incorporation of
Indenture.  All provisions of this Eighth Supplemental
Indenture shall be deemed to be incorporated in, and made a part of, the
Indenture; and the Indenture, as supplemented by this Eighth Supplemental
Indenture, shall be read, taken and construed as one and the same instrument and
shall be binding upon all the Holders of the Securities.

     

    Section
5.2. Governing
Law.  This Eighth Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York.

     

    Section
5.3. Counterparts.  This
Eighth Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
instrument.

     

    Section
5.4. Separability
Clause.  In case any provision of this Eighth Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity,
legality  and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     

    Section
5.5. Successors and
Assigns.  All covenants and agreements in this Eighth
Supplemental Indenture by the Company, the Prior Trustee and the Successor
Trustee shall bind their respective successors and assigns, whether so expressed
or not.

     

    Section
5.6. Benefits of Eighth
Supplemental Indenture.  Nothing in this Eighth Supplemental
Indenture, express or implied, shall give any person, other than the parties
hereto and their successors hereunder and the Holders of the Securities, any
benefit or any legal or equitable right, remedy or claim under this Eighth
Supplemental Indenture. Except as expressly supplemented or amended as set forth
in this Eighth Supplemental Indenture, the Indenture is hereby ratified and
confirmed, and all the terms, provisions and conditions thereof shall be and
continue in full force and effect. The Successor Trustee accepts the trusts
created by the Indenture, as amended and supplemented by this Eighth
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions in the Indenture as amended and supplemented by this Eighth
Supplemental Indenture.

     

    
      
        [[NYCORP:3200566]]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Eighth Supplemental Indenture on behalf of the respective parties hereto as of
the date first above written.

     

    
      	
              CSX
      CORPORATION,

            
	
              By:

            
	 
      	
              /s/
      David A. Boor

            
	 
      	
              Name:           
 David A. Boor

            
	 
      	
              Title:
       Vice President
      – Tax and Treasurer

            


    

    


    


    
      
        [[NYCORP:3200566]]

        [Signature
Page to Eighth Supplemental Indenture]

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              THE
      BANK OF NEW YORK MELLON, as Prior Trustee,

            
	
              By:

            
	 
      	
              /s/
      Rafael E. Miranda

            
	 
      	
              Name:           Rafael
      E. Miranda

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        [[NYCORP:3200566]]

        [Signature Page to Eighth
Supplemental Indenture]

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Successor
      Trustee,

            
	
              By:

            
	 
      	
              /s/
      Geraldine Creswell

            
	 
      	
              Name:           Geraldine
      Creswell

            
	 
      	
              Title:     Vice
      President

            


    

    


    


     

    
      
        [[NYCORP:3200566]] 


      

      
        [Signature Page to Eighth
Supplemental Indenture]

        
          

        

      

      
         


      
ANNEX
I




    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A)
IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES
SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A
U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND
(2) AGREES FOR THE BENEFIT OF CSX CORPORATION THAT IT WILL NOT OFFER, SELL
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO CSX CORPORATION OR ANY WHOLLY
OWNED SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     

    PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D)
ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY
RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     

    UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

     

    TRANSFERS
OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 313 OF THE
INDENTURE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CSX
CORPORATION

    


    


    $[•]

    [•]%
NOTES DUE [•]

     

    No. [•]   CUSIP No.
[•]

     

    


     

    This
security (the “Security”) is one of a duly authorized issue of securities
(herein called the “Securities”) of CSX Corporation, a Virginia corporation
(hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), issued and to be issued in one or
more series under an indenture, unlimited as to aggregate principal amount,
dated as of August 1, 1990 between the Company and The Bank of New York
Mellon Trust Company, N.A. (successor to The Bank of New York Mellon, formerly
The Bank of New York, successor to JPMorgan Chase Bank, N.A., formerly The Chase
Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture (as hereinafter defined)), as
supplemented by a First Supplemental Indenture dated as of June 15, 1991, a
Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental
Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as
of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27,
2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh
Supplemental Indenture dated as of April 25, 2007 and an Eighth Supplemental
Indenture dated as of [•], to which indenture and all indentures supplemental
thereto (the indenture, as supplemented being herein called the “Indenture”)
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face
hereof, which series has been issued in an initial aggregate principal amount of
$[•] ([•]). All Securities of this series need not be issued at the same time
and such series may be reopened at any time, without the consent of any Holder,
for issuances of additional Securities of this series.  Any such
additional Securities of this series will have the same interest rate, maturity
and other terms as those initially issued.  Further Securities of this
series may also be authenticated and delivered as provided by Sections 304, 305,
306 or 906 of the Indenture. This Security represents an aggregate initial
principal amount of $[•] ([•]) (as adjusted from time to time in accordance with
the terms and provisions hereof and as set forth on Exhibit A hereto, the
“Principal Amount”) of the Securities of such series, with the Interest Payment
Dates, date of original issuance, and date of Maturity specified herein and
bearing interest on said Principal Amount at the interest rate specified
herein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    The
Company, for value received, hereby promises to pay CEDE & CO., or its
registered assigns, the principal sum of $[•] ([•]) on [•], 20[•] and to pay
interest (computed on the basis of a 360-day year of twelve 30-day months)
thereon from [•], 20[•] or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, or, if the date of this Security is
an Interest Payment Date to which interest has been paid or duly provided for,
then from the date hereof, semiannually in arrears on [•] and [•] of each year,
commencing [•], 20[•], and at Maturity at the rate of [•]% per annum, until the
principal hereof is paid or duly made available for payment[; provided, however,
that if a Registration Default (as defined in the Registration Rights Agreement)
occurs, additional interest will accrue on this Security at a rate of 0.25% per
annum (increasing by an additional 0.25% per annum after each consecutive 90-day
period that occurs after the date on which such Registration Default occurs up
to a maximum additional interest rate of 0.50%) from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured].  The Company shall
pay interest on overdue principal and premium, if any, and (to the extent
lawful) interest on overdue installments of interest at the rate per annum borne
by the Security.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [•] or [•] (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date.  Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such Defaulted Interest, notice whereof shall be
given to the Holder of this Security not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities of this series may be listed or quoted,
and upon such notice as may be required by such exchange or system, all as more
fully provided in such Indenture.  Notwithstanding the foregoing,
interest payable on this Security at Maturity will be payable to the person to
whom principal is payable.

     

    This
Security is exchangeable in whole or from time to time in part for definitive
Registered Securities of this series only as provided in this
paragraph.  If (x) the Depository with respect to the Securities of
this series (the “Depository”) notifies the Company that it is unwilling, unable
or ineligible to continue as Depository for this Security or if at any time the
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor Depository is not appointed by
the Company within 90 days, (y) the Company in its sole discretion
determines that this Security shall be exchangeable for definitive Registered
Securities and executes and delivers to the Trustee a Company Order providing
that this Security shall be so exchangeable or (z) there shall have happened and
be continuing an Event of Default or any event which, after notice or lapse of
time, or both, would become an Event of Default with respect to the Securities
of the series of which this Security is a part, this Security or any portion
hereof shall, in the case of clause (x) above, be exchanged for definitive
Registered Securities of this series, and in the case of clauses (y) and (z)
above, be exchangeable for definitive Registered Securities of this series,
provided that the definitive Security so issued in exchange for this Security
shall be in authorized denominations and be of like tenor and of an equal
aggregate principal amount as the portion of the Security to be exchanged, and
provided further that, in the case of clauses (y) and (z) above, definitive
Registered Securities of this series will be issued in exchange for this
Security, or any portion hereof, only if such definitive Registered Securities
were requested by written notice to the Security Registrar by or on behalf of a
Person who is a beneficial owner of an interest herein given through the Holder
hereof.  Any definitive Registered Security of this series issued in
exchange for this Security, or any portion hereof, shall be registered in the
name or names of such Person or Persons as the Holder hereof shall instruct the
Security Registrar.  Except as provided above, owners of beneficial
interests in this Security will not be entitled to receive physical delivery of
Securities in definitive form and will not be considered the Holders thereof for
any purpose under the Indenture.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Any
exchange of this Security or portion hereof for one or more definitive
Registered Securities of this series will be made at the New York office of the
Security Registrar or at the office of any transfer agent designated by the
Company for that purpose.  Upon exchange of any portion of this
Security for one or more definitive Registered Securities of this series, the
Trustee shall endorse Exhibit A of this Security to reflect the reduction of its
Principal Amount by an amount equal to the aggregate principal amount of the
definitive Registered Securities of this series so issued in exchange, whereupon
the Principal Amount hereof shall be reduced for all purposes by the amount so
exchanged and noted.  Except as otherwise provided herein or in the
Indenture, until exchanged in full for one or more definitive Registered
Securities of this series, this Security shall in all respects be subject to and
entitled to the same benefits and conditions under the Indenture as a duly
authenticated and delivered definitive Registered Security of this
series.

     

    The
principal and any interest in respect of any portion of this Security payable in
respect of an Interest Payment Date or at the Stated Maturity thereof, in each
case occurring prior to the exchange of such portion for a definitive Registered
Security or Securities of this series, will be paid, as provided herein, to the
Holder hereof which will undertake in such circumstances to credit any such
principal and interest received by it in respect of this Security to the
respective accounts of the Persons who are the beneficial owners of such
interests on such Interest Payment Date or at Stated Maturity.  If a
definitive Registered Security or Registered Securities of this series are
issued in exchange for any portion of this Security after the close of business
at the office or agency where such exchange occurs on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, then interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Holder hereof, and the Holder hereof will undertake in such
circumstances to credit such interest to the account or accounts of the Persons
who were the beneficial owners of such portion of this Security on such Regular
Record Date or Special Record Date, as the case may be.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Payment
of the principal of and any such interest on this Security will be made at the
offices of the Trustee as Paying Agent, in the Borough of Manhattan, The City of
New York, or at such other office or agency of the Company as may be designated
by it for such purpose in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts by check
mailed to the registered Holders thereof; provided, however, that at the
option of the Holder, payment of interest may be made by wire transfer of
immediately available funds to an account of the Person entitled hereto as such
account shall be provided to the Security Registrar and shall appear in the
Security Register.

     

    The
Securities shall be redeemable, in whole or in part, at the Company’s option at
any time.  The Redemption Price for the Securities to be redeemed
shall equal the greater of the following amounts, plus, in each case, accrued
interest thereon to the Redemption Date:

    


    
      	
              ·  

            	
              100%
      of the principal amount of such Securities;
or

            


    

     

    
      	
              ·  

            	
              As
      determined by the Independent Investment Banker (as defined below), the
      sum of the present values of the remaining scheduled payments of principal
      and interest on the Securities (not including any portion of any payments
      of interest accrued from the most recent Interest Payment Date to which
      interest has been paid to the Redemption Date) discounted to the
      Redemption Date on a semiannual basis at the Adjusted Treasury Rate (as
      defined below) plus 25 basis
points.

            


    

     

    The
Redemption Price shall be calculated by the Independent Investment Banker
assuming a 360-day year consisting of twelve 30-day months.

    


    “Adjusted
Treasury Rate” means, with respect to any Redemption Date:

    


    
      	
              ·  

            	
              the
      yield, under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical
      release designated “H.15(519)” or any successor publication which is
      published weekly by the Board of Governors of the Federal Reserve System
      and which establishes yields on actively traded U.S. Treasury securities
      adjusted to constant maturity under the caption “Treasury Constant
      Maturities,” for the maturity corresponding to the Comparable Treasury
      Issue (if no maturity is within three months before or after the remaining
      term of the Securities, yields for the two published maturities most
      closely corresponding to the Comparable Treasury Issue will be determined
      and the Adjusted Treasury Rate will be interpolated or extrapolated from
      such yields on a straight line basis, rounding to the nearest month);
      or

            


    

     

    
      	
              ·  

            	
              If
      such release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate
      per annum equal to the semiannual equivalent yield to maturity of the
      Comparable Treasury Issue, assuming a price for the Comparable Treasury
      Issue (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price for such Redemption
  Date.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.  The Company shall notify the Trustee, in an
Officers’ Certificate, of the Redemption Price no later than the second Business
Day preceding the Redemption Date. The Officers’ Certificate shall set forth the
Redemption Price both as an aggregate amount for all the Securities to be
redeemed and as an amount per $1,000.00 in principal amount of the Securities to
be redeemed, subject to a minimum $2,000.00 denomination as set forth
below.

    


    “Comparable
Treasury Issue” means the U.S. Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Securities.

    


    “Comparable
Treasury Price” means, with respect to any Redemption Date, (A) the average of
five Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.

    


    “Independent
Investment Banker” means Credit Suisse Securities (USA) LLC and its successors,
or if they are unwilling or unable to serve in that capacity, an independent
investment and banking institution of national standing appointed by the
Company.

    


    “Reference
Treasury Dealer” means:

    


    
      	
              ·  

            	
              Credit
      Suisse Securities (USA) LLC and its successors; provided that, if they
      cease to be a primary U.S. Government securities dealer in the United
      States (“Primary Treasury Dealer”), the Company will substitute another
      Primary Treasury Dealer; and

            


    

    
      	
              ·  

            	
              Up
      to four other Primary Treasury Dealers selected by the
      Company.

            


    

     
 

    “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by such Reference Treasury Dealer
at 5:00 p.m. (New York City time) on the third business day preceding such
Redemption Date.

    


    Notice of
redemption shall be given as provided in Section 1104 of the Indenture;
provided, that such notice shall not be required to include the Redemption Price
but shall instead include the manner of calculation of the Redemption
Price.  If the Company elects to partially redeem the Securities, the
Trustee will select in a fair and appropriate manner the Securities to be
redeemed.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Unless
the Company defaults in payment of the Redemption Price, on and after the
Redemption Date interest will cease to accrue on the Securities or portions
thereof called for redemption.

    


    If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series (including this
Security and the interests represented hereby) may be declared due and payable
in the manner and with the effect provided in the Indenture. Upon payment (i) of
the amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and any interest on
the Securities of this series (including this Security and the interests
represented hereby) shall terminate.

     

    The
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance with
certain conditions set forth therein, which provisions shall apply to this
Security.

     

    The
provisions of Article Fourteen of the Indenture apply to Securities of this
series.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding of each series affected thereby.  The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding on
behalf of the Holders of all Securities of such series to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and the Persons who are
beneficial owners of interests represented hereby, and of any Security issued in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Security.

     

    As set
forth in, and subject to, the provisions of the Indenture, no Holder of any
Security of this series will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Securities of this series a direction inconsistent with such request
and shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of (and premium, if any)
or interest on this Security on or after the respective due dates expressed
herein.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional to pay the principal of (and premium, if any) and interest on
this Security at the time, place and rate, and in the coin or currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein and herein
set forth, the transfer of Registered Securities of the series of which this
Security is a part may be registered on the Security Register of the Company,
upon surrender of such Securities for registration of transfer at the office of
the Security Registrar, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by the Holder thereof or his attorney duly authorized in writing, and
thereupon one or two more new Securities of this Series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     

    No
service charge shall be made for any such registration of transfer or exchange
of Securities as provided above, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

     

    [In
addition to the rights provided to each Holder of a Security under the
Indenture, each Holder shall have the rights set forth in the Registration
Rights Agreement among the Company and the other parties named on the signature
pages thereof.]

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    The
Securities of this series of which this Security is a part are issuable only in
registered form without coupons, in denominations of $2,000.00 and integral
multiples of $1,000.00.  As provided in the Indenture and subject to
certain limitations therein set forth, the Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

     

    The
Securities of this series shall be dated the date of their
authentication.

     

    All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     

    Unless
the certificate of authentication hereon has been executed by or on behalf of
the Trustee under the Indenture, or its successor thereunder, by the manual
signature of one of its authorized officers, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

     

    


     

    Dated:  [•],
20[•]                                                                CSX
CORPORATION

     

    


    
      	
               
      

            	
              By:_____________________________

            	 	 


    

    
      	
               

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    Attest:

     

    ____________________________________
    Assistant
Corporate Secretary

    


    


    


    STATE
OF

                                   )
ss.:

    COUNTY/CITY
OF

     

    Before
me, a Notary Public in and for said State and County/City, personally appeared
_____________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the company on
behalf of which he acted executed the instrument.

    


    WITNESS
my hand and official seal this [•] day of [•], 20[•], in the State and
County/City aforesaid.

     

    ________________________________________

    Notary
Public in and for the State and County/City aforesaid

    


    My
commission
expires:              ____________________________

     

    Printed
Name of Notary Public:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Securities of a series issued under the Indenture described
herein.

     

    


    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

    as Trustee

     

    By:  _____________________________                                                                    

    Authorized Officer


    
      
        
           

          


          


           

        

         


      

      
        10

        
          

        

      

      
         


      

    


    FORM OF
TRANSFER NOTICE

     

    FOR VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto

     

    Insert Taxpayer
Identification No.

     

    
      __________________________________________________________________________________

      Please
print or typewrite name and address including zip code of assignee

       

      __________________________________________________________________________________

      the
within Security and all rights thereunder, hereby irrevocably constituting and
appointing

    

     

    __________________________________ attorney
to transfer said Security on the books of the Security Registrar with full power
of substitution in the premises.

     

    [THE
FOLLOWING PROVISION TO BE INCLUDED

    ON ALL
SECURITIES OTHER THAN EXCHANGE SECURITIES,

    OFFSHORE
GLOBAL SECURITIES AND

    OFFSHORE
PHYSICAL SECURITIES]

    


    In
connection with any transfer of this Note occurring prior to the date which is
the earlier of (i) the date of an effective Registration Statement or (ii) the
end of the period referred to in Rule 144(d) under the Securities Act of 1933,
as amended (the “Securities Act”), the undersigned confirms that without
utilizing any general solicitation or general advertising that:

     

    [Check
One]

    


    [   ]
(a) this Note is being transferred in compliance with the exemption from
registration under the Securities Act, provided by Rule 144A
thereunder.

     

    or

    


    [   ]
(b) this Note is being transferred other than in accordance with (a) above and
documents are being furnished which comply with the conditions of transfer set
forth in this Note and the Indenture.

     

    If none
of the foregoing boxes is checked, the Trustee or the Security Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 313 of the Indenture shall have
been satisfied.

     

    
      	
              Date:                                                      

            	 
      	 
      
	 
      	 
      	
              NOTICE:
      The signature to this assignment must correspond with the name as written
      upon the face of the within-mentioned instrument in every particular,
      without alteration or any change
whatsoever.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    TO BE
COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     

    The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.

     

    


    
      	
              Date:                                                      

            	 
      	 
      
	 
      	 
      	
              NOTICE:  To
      be executed by an executive officer

            


    

    



    
      
        
           

          


          


           

        

         


      

      
        12

        
          

        

      

      
         


      

    


    EXHIBIT A

    Schedule of
Exchanges


    
      
        
           

          


          


           

        

         


      

      
        13