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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 22, 2020, Pamela L. Carter notified the Board of Directors (the "Board") of CSX Corporation (the "Company") of her intention to retire from the Board for personal reasons, effective that day. There are no disagreements between Ms. Carter and the Company relating to matters concerning the Company's operations, policies or practices. The Company and the Board express their deepest appreciation to Ms. Carter for her outstanding and dedicated service to the Company and for her many contributions to the Board and the committees of the Board.

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