CSX CORPORATION $550,000,000 4.900% Notes due 2055 UNDERWRITING AGREEMENT Dated: September 16, 2024Underwriting Agreement • September 17th, 2024 • CSX Corp • Railroads, line-haul operating • New York
Contract Type FiledSeptember 17th, 2024 Company Industry JurisdictionCSX 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 representatives (the “Representatives”), $550,000,000 principal amount of its 4.900% Notes due 2055 (the “Notes”). The Notes 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