ex4-1.htm


     

    
      


       

      Exhibit
4.1

       

       

      
        EXECUTION VERSION

        
 

      

      
        CSX
CORPORATION

         

        Action of Authorized Pricing
Officers

         

        January 14,
2009

         

        1.           Pursuant
to (i) Section 301 of the Indenture, dated as of August 1, 1990,
between CSX Corporation (the “Corporation”) and The Bank of New York Mellon
Trust Company, N.A. (formerly know as The Bank of New York Trust
Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly The Chase
Manhattan Bank), as trustee (the “Trustee”), as heretofore supplemented and
amended (the “Indenture”) and (ii) resolutions duly adopted by the Board of
Directors of the Corporation at meetings duly called and held on
December 12, 2007 and May 6-7, 2008, the undersigned officers hereby
establish a 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 title of the Securities shall be the 7.375% Notes due
2019 (the “Notes”), and the Notes will be issued in fully registered form only,
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  Terms used herein and not defined shall have the meaning
assigned to them in the Indenture or the Prospectus.

         

        2.           The
form and terms of the Notes substantially in the form of Exhibit B attached
hereto are hereby approved under the Indenture; and the Chairman, President and
Chief Executive Officer, any Executive Vice President, any Senior Vice
President, any Vice President, the Assistant Vice President, Capital Markets,
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 January 14,
2009 (the “Underwriting Agreement”), between the Corporation and the
Underwriters named on Schedule II thereto, providing for the issuance and sale
of the Notes are hereby approved; and the Chairman, President and Chief
Executive Officer, any Executive Vice President, any Senior Vice President, any
Vice President, the Treasurer, any General Counsel or Assistant General Counsel,
the Corporate Secretary, any Assistant Corporate Secretary or the Assistant Vice
President, Capital Markets of the Corporation (each an “Authorized Officer” and
collectively, the “Authorized Officers”) are, and each of them with full power
to act without the others hereby is, authorized and directed to execute and
deliver, in the name and on behalf of the Corporation, the Underwriting
Agreement with such changes therein as the officer of the Corporation executing
the Underwriting Agreement shall approve, the execution thereof by such officer
to be conclusive evidence of such approval.

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

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

         

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

         

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

         

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

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

        Dated as
of the date first set forth above.

         

        


         

        
          
            
              
                	
                        Authorized
      Pricing Officers

                      
	
                        By:

                      	 /s/
      Oscar Munoz 
	 
      	
                        Name:                      Oscar
      Munoz

                      
	 
      	
                        Title                      Executive
      Vice President and ChiefFinancial
Officer

                      


              

            

          

        

        


        
          
            	
                    By:

                  	 /s/
      David A. Boor 
	 
      	
                    Name:                      David
      A. Boor

                  
	 
      	
                    Title                      Vice
      President - Tax and
Treasurer

                  


          

        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        


        Exhibit
A

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        Exhibit
B