FORM OF UNDERWRITING AGREEMENT FOR DEBT SECURITIES] CSX CORPORATION $[AMOUNT OF OFFERING] [TITLE OF SECURITIES] UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2013 • CSX Capital Trust 1 • Railroads, line-haul operating • New York
CSX CORPORATION, a Virginia corporation (the “Company”), proposes to issue and sell to the parties named in Schedule II hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), $[AMOUNT] principal amount of its [TITLE OF SECURITIES] (the “Securities”). The Securities are to be issued under an indenture 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 The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented and amended 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 Septembe
