Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 5, 2020, the Board of Directors of CSX Corporation ("CSX" or the "Company") approved the renewal of the Company's standard change of control agreements. In accordance with the regular schedule of review and renewal occurring every three years, these agreements were amended to provide for renewal of the term until May 15, 2023 for each of the Company's active Named Executive Officers specified in the Company's 2020 annual proxy statement filed with the SEC. The other substantive terms of these agreements remain unchanged.

The form of amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The terms of the change of control agreements are described and quantified in the Company's 2020 annual proxy statement and the form of change of control agreement is on file as Exhibit 10.43 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.



Item 9.01. Exhibits.

(d) The following exhibit is being filed as part of this report:




  10.1        Amendment to Form of Change of Control Agreement

  104       The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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