0000916641-02-001736 Sample Contracts

CSX CORPORATION
CSX Corp • October 30th, 2002 • Railroads, line-haul operating

This security (the “Security”) is one of a duly authorized issue of securities (herein called the “Securities”) of CSX Corporation, a Virginia corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), issued and to be issued in one or more series under an indenture, unlimited as to aggregate principal amount, dated as of August 1, 1990 between the Company and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as hereinafter defined)), as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998 and a Fourth Supplemental Indenture dated as of October 30, 2001, to which indenture and all indentures supplemental thereto (the indenture, as supplemented being herein

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CSX CORPORATION $200,000,000 4.875% Notes Due 2009 UNDERWRITING AGREEMENT Dated: October 29, 2002
Underwriting Agreement • October 30th, 2002 • CSX Corp • Railroads, line-haul operating • New York

CSX CORPORATION, a Virginia corporation (the “Company”), proposes to issue and sell to the parties named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 4.875% Notes due 2009 (the “Securities”). The Securities are to be issued under an indenture (the “Indenture”) dated as of August 1, 1990 between the Company and JPMorgan Chase Bank, 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 and the Fourth Supplemental Indenture dated as of October 30, 2001.

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