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Published: 2008-03-26

Bylaws - CSX Corp.



                                     BYLAWS

                                       OF

                                 CSX CORPORATION
                         (Amended as of October 6, 1998)

                              --------------------


                                    ARTICLE I

                              Shareholders' Meeting

            SECTION 1.Annual Meeting.  The annual meeting of the shareholders of
                      --------------
the Corporation  shall be held on such date in March,  April, May or June as the
Board of Directors  (hereinafter  sometimes the 'Board') may  designate,  either
within or without the Commonwealth of Virginia.

            SECTION 2.Special Meetings. Special meetings of the shareholders may
                      ----------------
be called  from time to time by the Board of  Directors  or the  Chairman of the
Board.  Special meetings shall be held solely for the purposes  specified in the
notice of meeting.

            SECTION 3.Time and Place.  The time and place of each meeting of the
                      --------------
shareholders shall be stated in the notice of the meeting.

            SECTION 4.Quorum. The holders of a majority of the votes entitled to
                      ------
be cast on any matter shall constitute a quorum as to that matter at any meeting
of the shareholders.  Less than a quorum may adjourn the meeting to a fixed time
and place,  no further notice of any adjourned  meeting being  required.  Unless
otherwise  provided in the Articles of Incorporation  of the  Corporation,  each
shareholder  shall be  entitled to one vote in person or by proxy for each share
entitled to vote then outstanding and registered in his name on the books of the
Corporation.

            SECTION  5.Notice of Meeting and Record  Date.  Except as  otherwise
                       ----------------------------------
required by the laws of the Commonwealth of Virginia,  notice shall be delivered
by the  Corporation  not less than 10 days nor more than 60 days before the date
of the meeting,  either  personally  or by mail, to each  shareholder  of record
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid,
addressed to the shareholder at the  shareholder's  address as it appears on the
stock transfer books of the  Corporation.  Such further notice shall be given as
may be required by law. Notice of meetings may be waived in accordance with law.
Any  previously  scheduled  meeting of the  shareholders  may be  postponed,  by
resolution  of the Board of Directors  at any time prior to the time  previously
scheduled  for such meeting of  shareholders.  The Board of Directors may fix in
advance a date to  determine  shareholders  entitled to notice or to vote at any
meeting of shareholders, to receive any dividend, or for any other purpose, such
date to be not more  than 70 days  before  the  meeting  or action  requiring  a
determination of shareholders.

            SECTION  6.Conduct  of  Meeting.  The  Chairman  of the Board  shall
                       --------------------
preside over all meetings of the shareholders. If he is not present, or if there
is none in office, the President shall preside. If the Chairman of the Board and
the President are not present,  a Vice President  shall preside,  or, if none be
present,  a Chairman  shall be elected by the meeting.  The Corporate  Secretary
shall act as secretary of the meeting,  if he or she is present. If he or she is
not present, the Chairman shall appoint a secretary of the

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meeting.  The chairman of the meeting  shall  appoint one or more  inspectors of
election  who shall  determine  the  qualification  of voters,  the  validity of
proxies,  and the results of ballots.  The chairman of the meeting or a majority
of the shares so represented may adjourn the meeting from time to time,  whether
or not there is a quorum,  and may  determine  the date,  time and place  that a
meeting  so  adjourned  is to  reconvene.  The  chairman  of the  meeting  shall
prescribe  rules of  procedure  for the  meeting  and shall  determine  the time
reasonably allotted to each speaker at the meeting.

            SECTION  7.Notice of Shareholder  Business.  At an annual meeting of
                       -------------------------------
the  shareholders,  only such  business  shall be  conducted  as shall have been
brought  before the meeting (a) by or at the direction of the Board of Directors
or (b) by any  shareholder  of the  Corporation  who  complies  with the  notice
procedures  set forth in this  Section 7. For  business to be  properly  brought
before an annual  meeting  by a  shareholder,  the  shareholder  must have given
timely notice  thereof in writing to the Corporate  Secretary.  To be timely,  a
shareholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices of the Corporation,  not less than  60 days before
the  date on  which the  Corporation first   mailed its proxy  materials for the
prior   year's  annual   meeting;  provided,  however,  that in the  event  that
less than 40 days' notice or prior public  disclosure of the date of the meeting
is given or made to the  shareholders,  notice by the  shareholder  to be timely
must be received not later than the close of business on the 10th day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public  disclosure was made. A shareholder's  notice to the Secretary shall
set forth as to each matter the shareholder  proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the shareholder  proposing such business,  (c) the class and number of shares of
the  Corporation  which are  beneficially  owned by the  shareholder and (d) any
material interest of the shareholder in such business.  Notwithstanding anything
in the Bylaws to the  contrary,  no  business  shall be  conducted  at an annual
meeting  except in accordance  with the  procedures set forth in this Section 7.
The chairman of an annual  meeting shall,  if the facts  warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
and in  accordance  with the  provisions  of this Section 7, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.


                                   ARTICLE II

                               Board of Directors

            SECTION  1.Number  and  Election.  The Board of  Directors  shall be
                       ---------------------
elected at the annual meeting of the shareholders or at any special meeting held
in lieu thereof.  The number of Directors shall be fourteen.  This number may be
increased or decreased at any time by amendment of these Bylaws, but shall never
be a number less than four.  Subject to the last two sentences of this Section 2
of this Article II, no person shall be eligible for election as a Director,  nor
shall any Director be eligible for  reelection,  if he or she shall have reached
the age of 70 years at the time of such election or reelection,  except that the
Board, in its sole discretion,  may waive such ineligibility for a period not to
exceed  one  year.  Directors  who  are or  have  been  employees  of CSX or its
affiliates,  including current or former Chief Executive Officers,  shall retire
from the Board  immediately  upon leaving  active  service,  or reaching age 65,
whichever  occurs  first.  In the case of a candidate for election as a Director
who was a  director  of  Conrail  Inc.  on May 23,  1997,  the  restrictions  on
eligibility  for election and  reelection as a Director as a result of age shall
not apply for two years  following  their  initial  election  to the Board.  The
Board, in its sole  discretion,  may extend such eligibility for a period not to
exceed one year.

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            SECTION  2.Notice  of  Shareholder  Nominees.  Only  persons who are
                       ---------------------------------
nominated in accordance  with the  procedures set forth in these Bylaws shall be
eligible for election as Directors.  Nominations  of persons for election to the
Board of Directors of the  Corporation  may be made at a meeting of shareholders
(a) by or at the  direction of the Board of Directors or (b) by any  shareholder
of the Corporation entitled to vote for the election of Directors at the meeting
who complies with the notice procedures set forth in this Section 2. Nominations
by  shareholders  shall be made  pursuant  to timely  notice in  writing  to the
Corporate  Secretary.  To be timely, a shareholder's notice shall be received at
the principal  executive  offices of the  Corporation  not less than 60 days nor
more than 90 days prior to the  meeting;  provided,  however,  that in the event
that less than 40 days'  notice or prior  public  disclosure  of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so  received  not  later  than  the  close of  business  on the 10th day
following  the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such  shareholder's  notice shall set forth (a)
as to each person whom the  shareholder  proposes  to nominate  for  election or
reelection  as a  Director,  all  information  relating  to such  person that is
required to be disclosed in  solicitations of proxies for election of Directors,
or is otherwise  required,  in each case  pursuant to  Regulation  14A under the
Securities  Exchange Act of 1934, as amended  (including  such person's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
Director if elected);  and (b) as to the  shareholder  giving the notice (i) the
name and address, as they appear on the Corporation's books, of such shareholder
and  (ii)  the  class  and  number  of  shares  of  the  Corporation  which  are
beneficially owned by such shareholder. At the request of the Board of Directors
any person  nominated by the Board of Directors for election as a Director shall
furnish to the Corporate  Secretary the information  required to be set forth in
the shareholder's  notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance with the procedures set forth in these Bylaws. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination  was not made in  accordance  with the  procedures  prescribed by the
Bylaws,  and if he should so  determine,  he shall so declare to the meeting and
the defective nomination shall be disregarded.

            SECTION  3.Quorum.  A majority of the Directors  shall  constitute a
                       ------
quorum. Less than a quorum may adjourn the meeting to a fixed time and place, no
further notice of any adjourned meeting being required.

            SECTION  4.Removal and Vacancies.  The  shareholders  at any meeting
                       ---------------------
called for such  purpose,  by a vote of the  holders  of a  majority  of all the
shares of capital stock at the time  outstanding  and having  voting power,  may
remove any Director and fill any vacancy. Vacancies arising among the Directors,
including a vacancy  resulting from an increase by the Board of Directors in the
number of  directors,  so long as the  increase  so  created is not more than 30
percent of the number of Directors then authorized to serve on the Board, may be
filled by the  remaining  Directors,  though  less  than a quorum of the  Board,
unless sooner filled by the shareholders.

            SECTION  5.Meetings  and Notices.  Regular  meetings of the Board of
                       ---------------------
Directors  shall be held on such dates,  at such places and at such times as the
Board of  Directors  may from time to time  designate.  Special  meetings of the
Board of Directors may be held at any place and at any time upon the call of the
Chairman of the Board or of any three members of the Board of Directors.  Notice
of any  meetings  shall be given by mailing or  delivering  such  notice to each
Director  at the  Director's  residence  or  business  address or by  telephone,
telegraph,  or facsimile.  Any such notice shall state the time and place of the
meeting. Meetings may be held without notice if all of the Directors are present
or those not  present  waive  notice  before or after the  meeting.  Any  action
required to be taken at a meeting of the Board may be taken without a meeting if
a consent in writing  setting  forth the action to be taken,  shall be signed by
all the  Directors  in  counterpart  or otherwise  and filed with the  Corporate
Secretary.  Such  consent  shall have the same  force and effect as a  unanimous
vote. Any action required to be taken at a meeting of the Board may

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be taken by means of a conference  telephone or similar communications equipment
whereby all persons participating  in the  meeting    can hear  each other,  and
participation by such means shall constitute presence in person at such meeting.


                                   ARTICLE III

                               Executive Committee

            SECTION 1.Designation;  Chairman.   The    Board  of  Directors  may
                      ----------------------
designate  an Executive   Committee.  The   Chairman of the  Board of  Directors
shall be the  Chairman of the Executive Committee.

            SECTION  2.Authority and quorum. The Executive  Committee shall have
                       --------------------
and may exercise all the authority of the Board of  Directors,  except as may be
prohibited by Section  13.1-689 of the Code of Virginia,  as it may from time to
time be amended.  A majority of the Committee shall  constitute a quorum for the
transaction  of  business,  and the  affirmative  vote of the  majority of those
present shall be necessary for any action by the Committee.  The Committee shall
cause to be kept a full and accurate  record of its  proceedings at each meeting
and report the same at the next  meeting  of the  Board.  In the  absence of the
Chairman  of the  Committee,  an  acting  chairman  shall be  designated  by the
Committee to preside at such meeting.

            SECTION  3.Meetings  and Notices.  Meetings of the  Committee may be
                       ---------------------
called at any time by the  Chairman of the Board or by a majority of the members
of the  Committee and shall be held at such time and place as shall be stated in
the notice of the meeting. Notice of any meeting of the Committee shall be given
by  delivering  or mailing such notice to each member at his or her residence or
business address or by telephone, telegraph, or facsimile to him or her not less
than 24 hours before the meeting. Any such notice shall state the time and place
of the meeting. Meetings may be held without notice if all of the members of the
Committee  are present or those not  present  waive  notice  before or after the
meeting.  Action may be taken by the Executive Committee without a meeting or at
a meeting established by means of conference telephone or similar communications
equipment in the manner provided by Section 5 of Article II.

            SECTION  4.Removal.  Members  of the  Committee  may be  removed  as
                       -------
members  thereof and replaced at any regular or special  meeting of the Board of
Directors.


                                   ARTICLE IV

                             Committees of the Board
                      (other than the Executive Committee)

            The Board of Directors  may  establish  such other  committees as it
deems  appropriate,  each committee  consisting of at least two directors  whose
designation and terms of office shall be by resolution of the Board. Meetings of
a  committee  may be  called  at any time by the  Chairman  of the  Board or the
Chairman of such  committee.  Notice of any meeting shall be given by delivering
or mailing such notice to each  committee  member at the  member's  residence or
business address or by telephone, telegraph, or facsimile to the member not less
than 24 hours before the meeting. Any such notice shall state the time and place
of the meeting. Meetings may be held without notice if all of the members of the
committee  are present or those not  present  waive  notice  before or after the
meeting. Action may be taken by a committee

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without a meeting or at a meeting  established by means of conference  telephone
or  similar  communications  equipment  in the manner  provided  by Section 5 of
Article II.


                                    ARTICLE V

                                    Officers

            SECTION 1.Elected Officers.  The elected officers of the Corporation
                      ----------------
shall be a Chairman of the Board of  Directors,  a  President,  one or more Vice
Presidents,  a  Corporate  Secretary,  a  Treasurer,  and  such  other  officers
(including,  without  limitation,  a Chief  Financial  Officer and a Chief Legal
Officer)  as the  Board of  Directors  from  time to time may deem  proper.  The
Chairman  of the Board shall be chosen from among the  directors.  All  officers
elected by the Board shall each have such powers and duties as generally pertain
to their respective offices,  subject to the specific provisions of this Article
V. Such officers shall also have such powers and duties as from time to time may
be  conferred  by the Board or by any  committee  thereof or the Chairman of the
Board.  The Board may from time to time elect,  or the Chairman of the Board may
appoint,  such  other  officers  (including,  without  limitation,  one or  more
Assistant Vice Presidents,  Assistant  Secretaries,  Assistant  Treasurers,  and
Assistant Controllers) and such agents, as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such  duties  and  shall  hold  their  offices  for such  terms as shall be
provided in these Bylaws or as may be prescribed by the Board or such  committee
or by the  Chairman of the Board,  as the case may be. Any person may be elected
to more than one office.

            SECTION  2.Election and Term of Office.  The elected officers of the
                       ---------------------------
Corporation  shall be elected  annually by the Board of Directors at the regular
meeting  of the  Board  of  Directors  held  after  the  annual  meeting  of the
shareholders.  Each officer shall hold office until his or her  successor  shall
have been duly elected and shall have qualified,  but any officer may be removed
from office at any time by the Board of Directors  or, except in the case of any
officer or agent  elected  by the  Board,  by the  Chairman  of the Board.  Such
removal shall be without  prejudice to the  contractual  rights,  if any, of the
person so removed.

            SECTION  3.Chairman  of the Board.  The  Chairman of the Board shall
                       ----------------------
preside at all meetings of the  shareholders  and of the Board of Directors  and
shall be the Chief  Executive  Officer of the  Corporation.  The Chairman of the
Board  shall be  responsible  for the general  management  of the affairs of the
Corporation  and shall perform all duties  incidental to his office which may be
required by law and all such other duties as are properly required of him by the
Board of  Directors.  He shall make  reports to the Board of  Directors  and the
shareholders,  and shall see that all  orders  and  resolutions  of the Board of
Directors and of any committee thereof are carried into effect.

            SECTION 4.President.  The President shall act in a general executive
                      ---------
capacity and shall assist the  Chairman of the Board in the  administration  and
operation of the Corporation's  business and general supervision of its policies
and affairs.  The President shall, in the absence of or because of the inability
to act of the  Chairman of the Board,  perform all duties of the Chairman of the
Board and preside at all meetings of shareholders and of the Board.

            SECTION  5.Vice  Presidents.  Each Vice  President  shall  have such
                       ----------------
powers and shall  perform  such duties as shall be assigned to him or her by the
Chairman of the Board with the approval of the Board.

            SECTION   6.Treasurer.   The  Treasurer   shall   exercise   general
                        ---------
supervision  over the receipt,  custody and  disbursement of corporate funds. He
shall have such further powers and duties and shall be

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subject to such  directions  as may be granted or imposed  upon him from time to
time by the   Board of  Directors,  the  Chairman  of the   Board,  or the Chief
Financial Officer.

            SECTION 7.Corporate Secretary.  The Corporate Secretary shall attend
                      -------------------
all meetings of the  shareholders,  the Board of  Directors,  and the  Executive
Committee  and  record  their  proceedings,  unless  a  temporary  secretary  be
appointed.  He  shall  give  due  notice  as  required  of all  meetings  of the
shareholders,  Directors,  and Executive Committee. He shall keep or cause to be
kept at a place or places  required by law a record of the  shareholders  of the
Corporation,  giving the names and addresses of all shareholders and the number,
class,  and series of the shares held by each. He shall be custodian of the seal
of the Corporation,  and of all records, contracts, leases, and other papers and
documents  of  the  Corporation,  unless  otherwise  directed  by the  Board  of
Directors,  and shall perform such other duties as may be assigned to him by the
Board of  Directors  or the  Chairman of the Board.  In case of the  Secretary's
absence or  incapacity,  the Chairman of the Board shall  designate an Assistant
Secretary or other appropriate officer to perform the duties of the Secretary.

            SECTION 8.Removal.  Any officer elected, or agent appointed,  by the
                      -------
Board of Directors may be removed by the Board of Directors  whenever,  in their
judgment,  the best interests of the Corporation  would be served  thereby.  Any
officer or agent  appointed  by the  Chairman of the Board may be removed by him
whenever, in his judgment, the best interests of the Corporation would be served
thereby.  No elected  officer  shall have any  contractual  rights  against  the
Corporation  for  compensation by virtue of such election beyond the date of the
election of his successor, his death, his resignation or his removal,  whichever
event shall first occur,  except as otherwise provided in an employment contract
or under an employee deferred compensation plan.

            SECTION 9.Vacancies. A newly created elected office and a vacancy in
                      ---------
any elected  office because of death,  resignation,  or removal may be filled by
the Board of Directors or the Chairman of the Board for the unexpired portion of
the term.  Any  vacancy  in an office  appointed  by the  Chairman  of the Board
because of death,  resignation,  or removal may be filled by the Chairman of the
Board.


                                   ARTICLE VI

                                  Depositaries

            The money and  negotiable  instruments of the  Corporation  shall be
kept in such bank or banks as the Chief  Financial  Officer or  Treasurer  shall
from time to time direct or approve.  All checks and other  instruments  for the
disbursement  of funds  shall  be  executed  manually  or by  facsimile  by such
officers  or  agents of the  Corporation  as may be  authorized  by the Board of
Directors.


                                   ARTICLE VII

                                      Seal

            The seal of the  Corporation,  of which  there may be any  number of
counterparts,  shall be  circular in form and shall have  inscribed  thereon the
name of the Corporation,  the year of its organization and the words, 'Corporate
Seal  Virginia.'  The Board may also  authorize  to be used,  as the seal of the
Corporation, any facsimile thereof.

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                                  ARTICLE VIII

                                   Fiscal Year

            The fiscal year of the  Corporation  shall begin  immediately  after
midnight of the last Friday of  December,  and shall end at midnight on the last
Friday of December of each calendar year.


                                   ARTICLE IX

                              Amendments to Bylaws

            These  Bylaws may be amended or  repealed  at any regular or special
meeting of the Board of  Directors  by the vote of a majority  of the  Directors
present.  They may also be  repealed  or changed,  and new Bylaws  made,  by the
Shareholders,  provided  notice of the  proposal to take such action  shall have
been given in the notice of the meeting.





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Richmond, VA
April 28, 1998

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