ex4-2.htm


    Exhibit
4.2

     

    


    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.

     

    CSX
CORPORATION

    


    


    $500,000,000

    7.375%
NOTES DUE 2019

     

     

    
      	No. R-1 	
              CUSIP No.
      126408 GQ0

            


    

     

     

     

     

    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. (formerly known as The Bank of New York Trust
Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as
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, and a
Seventh Supplemental Indenture dated as of April 25, 2007, 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 $500,000,000 (FIVE HUNDRED MILLION DOLLARS). 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 $500,000,000
(FIVE HUNDRED MILLION DOLLARS) (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.

    

     

    The
Company, for value received, hereby promises to pay CEDE & CO., or its
registered assigns, the principal sum of $500,000,000 (FIVE HUNDRED MILLION
DOLLARS) on February 1, 2019 and to pay interest (computed on the basis of
a 360-day year of twelve 30-day months) thereon from January 20, 2009 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 February 1 and August 1 of each year,
commencing August 1, 2009, and at Maturity at the rate of 7.375% per annum,
until the principal hereof is paid or duly made available for
payment.  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
January 15 or July 15 (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 

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      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.

    

     

    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 

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    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 50 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.

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    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, J.P. Morgan
Securities Inc. or UBS Securities LLC and their 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, J.P. Morgan Securities Inc. and UBS
      Securities LLC and their successors; provided that, if any ceases 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.

    


    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.

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

    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.

     

    If a
Change of Control Repurchase Event occurs, unless the Company have exercised the
Company’s right to redeem the “Securities” as described above, the Company will
be required to make an offer to each holder of the “Securities” to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of that holder’s “Securities” at a repurchase price in cash equal to
101% of the aggregate principal amount of the “Securities” repurchased plus any
accrued and unpaid interest on the “Securities” repurchased to, but not
including, the date of repurchase.  Within 30 days following any
Change of Control Repurchase Event or, at the Company’s option, prior to any
Change of Control, but after the public announcement of the Change of Control,
the Control will mail a notice to each holder, with a copy to the Trustee,
describing the transaction or transactions that constitute or may constitute the
Change of Control Repurchase Event and offering to repurchase the “Securities”
on the payment date specified in the notice, which date will be no earlier than
30 days and no later than 60 days from the date such notice is
mailed.  The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the offer to purchase is conditioned on a
Change of Control Repurchase Event occurring on or prior to the payment date
specified in the notice.  The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act, and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the “Securities” as a result of
a Change of Control Repurchase Event.  To the extent that the
provisions of any securities laws or regulations conflict with the Change of
Control Repurchase Event provisions of the “Securities”, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached the Company’s obligations under the Change of Control Repurchase
Event provisions of the “Securities” by virtue of such conflict.

     

    On the
repurchase date following a Change of Control Repurchase Event, the Company
will, to the extent lawful:

     

    
      	
               
      

            	
              (1)

            	
              accept
      for payment all the “Securities” or portions of the “Securities” properly
      tendered pursuant to the Company’s
offer;

            


    

     

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (2)

            	
              deposit
      with the paying agent an amount equal to the aggregate purchase price in
      respect of all the “Securities” or portions of the “Securities” properly
      tendered; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              deliver
      or cause to be delivered to the Trustee the “Securities” properly
      accepted, together with an officers’ certificate stating the aggregate
      principal amount of the “Securities” being purchased by the
      Company.

            


    

     

    The
paying agent will promptly mail to each holder of the “Securities” properly
tendered the purchase price for the “Securities”, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each holder
a new note equal in principal amount to any unpurchased portion of any
“Securities” surrendered; provided that each new note will be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess
thereof.

     

    The
Company will not be required to make an offer to repurchase the “Securities”
upon a Change of Control Repurchase Event if a third party makes such an offer
in the manner, at the times and otherwise in compliance with the requirements
for an offer made by the Company and such third party purchases all the
“Securities” properly tendered and not withdrawn under its offer.

     

    For
purposes of the foregoing description of a repurchase at the option of holders,
the following definitions are applicable:

     

    “Below
Investment Grade Ratings Event” means that on any day within the 60-day period
(which period shall be extended so long as the rating of the “Securities” is
under publicly announced consideration for a possible downgrade by any of the
Rating Agencies) after the earlier of (1) the occurrence of a Change of Control;
or (2) public notice of the occurrence of a Change of Control or the intention
by CSX to effect a Change of Control, the “Securities” are rated below
Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing,
a Below Investment Grade Ratings Event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect
of a particular Change of Control (and thus shall not be deemed a Below
Investment Grade Ratings Event for purposes of the definition of Change of
Control Repurchase Event hereunder) if the Rating Agencies making the reduction
in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee in writing at its request that the
reduction was the result, in whole or in part, of any event or circumstance
comprised of or arising as a result of, or in respect of, the applicable Change
of Control (whether or not the applicable Change of Control shall have occurred
at the time of the ratings event).

     

    “Change
of Control” means the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), other
than CSX or the Company’s subsidiaries, becomes the beneficial owner (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the combined voting power of the Company’s Voting Stock or
other Voting Stock into which the Company’s Voting Stock is reclassified,
consolidated, exchanged or changed measured by voting power rather than number
of shares.

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    “Change
of Control Repurchase Event” means the occurrence of both a Change of Control
and a Below Investment Grade Ratings Event.

     

    “Fitch”
means Fitch Ratings Ltd.

     

    “Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s); a rating of BBB- or better by S&P
or Fitch (or its equivalent under any successor rating categories of S&P and
Fitch); or the equivalent Investment Grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Company.

     

    “Moody’s”
means Moody’s Investors Service Inc.

     

    “Rating
Agency” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s,
S&P or Fitch ceases to rate the “Securities” or fails to make a rating of
the “Securities” publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the
Company (as certified by a resolution of the Chief Executive Officer or Chief
Financial Officer) as a replacement agency for Moody’s, S&P or Fitch, or all
of them, as the case may be.

     

    “S&P”
means Standard & Poor’s Ratings Services, a division of McGraw-Hill,
Inc.

     

    “Voting
Stock” of any specified “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) as of any date means the capital stock of such person that is
at the time entitled to vote generally in the election of the board of directors
of such person.

     

    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.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    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.

     

    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.

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    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.

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
 

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

     

     

     

    
      


      
        
          
            	
                    Dated:  January
      20, 2009   

                  	
                     

                    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 20th day of January, 2009, 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:

    


    


    


    


    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    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

                  


          

        

      

    

     

     

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

     

    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.

                       

     

    
    

     

    
      	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.

               
 
	 	 	 


    

     

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    EXHIBIT A

     

    Schedule of
Exchanges

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
       

      
        
          
          

        

        
          14