Item 5.02(b). Departure of Directors
On February 10, 2009, Mr. Christopher Hohn notified the Governance Committee of
the Board of Directors (the "Board") of CSX Corporation (the "Company") that he
did not wish to be included as a nominee for re-election as a director when his
current term ends at the upcoming Annual Meeting of Shareholders currently
scheduled for May 6, 2009 (the "Annual Meeting"). As a result, the Board
approved the reduction in the size of the Board from twelve directors to eleven
directors, effective as of the date of the Annual Meeting. Mr. Hohn has informed
the Company that this decision resulted from his responsibilities in managing
his business interests.
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