CSX CORPORATION 401(k) PLAN (CSXtra) SUMMARY PLAN …

1 NAI-102596543v7 CSX CORPORATION 401(k) plan (CSXtra) SUMMARY plan DESCRIPTION This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. January 1, 2014 CSXtra Page i SUMMARY plan Description (January 1, 2014 ) NAI-102596543v7 401(k) plan (CSXtra) SUMMARY plan Description Table of Contents 1. Your CSX 401(k) plan .. 1 2. Who Is Eligible? .. 2 3. Access to plan Information .. 3 4. Contributing to Your Account .. 5 5. Company Contributions to Your Account .. 10 6. Managing Your Investments .. 11 7. How Your Account Can Grow.

2 19 8. Withdrawals From Your Account .. 21 9. plan Loans .. 25 10. Receiving Distributions from Your Account .. 31 11. Circumstances That Could Affect Your Benefits .. 34 12. Taxes on Your Account .. 35 13. plan Administration & Your ERISA Rights .. 41 14. Prospectus Information and Documents Incorporated by Reference .. 49 CSXtra Page 1 SUMMARY plan Description (January 1, 2014 ) NAI-102596543v7 1. Your CSX 401(k) plan The CSX 401(k) plan , known as CSXtra, is designed to help you build financial security for the future. Saving for your future can be challenging.

3 But if you are going to be financially secure, especially in retirement, it is necessary. CSX CORPORATION ( CSX or the Company ) wants to help you save for retirement. To assist you, CSX sponsors the 401(k) plan ( CSXtra or the plan ), which allows you to save on both a pre-tax and after-tax basis. Saving through pre-tax contributions allows you to reduce your current income taxes at the same time. Unless you choose the Roth contribution feature (which will be available as of January 1, 2015), your savings are deducted from your paycheck before income taxes are withheld, reducing your taxable income and your taxes.

4 See the example under the Contributing to Your Account section of this SUMMARY . Earnings and gains on your and CSX s contributions also accumulate tax free until withdrawn. If you contribute on a Roth basis, your savings will be deducted after income taxes are withheld, but the distribution including earnings will be tax-free when withdrawn, if you wait 5 years to withdraw those amounts and certain other requirements are met. CSXtra also offers a loan feature that essentially allows you to borrow money from yourself and pay it back into your account over time.

5 In addition, regular in-service withdrawals permitted under the plan may be withdrawn twice a year. Hardship withdrawals are also available for certain expenses including the purchase of a home, education costs, or medical expenses that insurance will not cover. See the sections entitled plan Loans and Withdrawals From Your Account. This document reflects the major provisions of CSXtra, as amended and restated effective January 1, 2014 . The plan initially was effective December 1, 1985. Although CSX expects to maintain the plan indefinitely, CSX retains the right to make additional amendments to CSXtra or to terminate CSXtra at any time.

6 Such actions may be taken at any time for any reason in any manner not prohibited by law. This document summarizes in non-technical terms how CSXtra works and how you become eligible to receive benefits under CSXtra, and is referred to herein as the SUMMARY plan Description or the SUMMARY . This SUMMARY plan Description is only a SUMMARY of the main provisions of CSXtra. It does not take the place of the plan document. If there is a conflict between the provisions of the plan document and this SUMMARY , the plan document provisions will control in all cases.

7 In particular, the explanations in this SUMMARY plan Description cannot alter, modify, or otherwise change the controlling plan document nor can any rights accrue by reason of any statements or omissions herein. Any amendment to CSXtra to comply with a change in the law, and any provisions in this SUMMARY describing those changes, is subject to the approval of the Internal Revenue Service. CSXtra Page 2 SUMMARY plan Description (January 1, 2014 ) NAI-102596543v7 The plan Administrator has delegated the authority for the day-to-day administration of the plan to the CSX Benefits Department.

8 Certain administrative responsibilities relating to the plan have also been outsourced to Empower Retirement.* *IMPORTANT NOTICE EFFECTIVE August 30, 2014 , Empower Retirement has acquired Morgan Retirement plan Services, LLC. Please note that Morgan Retirement plan Services is no longer affiliated with JP Morgan Chase & Co. and now operated under the name Empower Retirement. The plan document is available for your review upon request. If you would like to see a copy of the plan document, contact CSX Benefits at (904) 359-2345 or e-mail For more information about CSXtra, you may log onto the 401(k) Savings plan website from the link on the Employee Gateway ( ), and select Health, Pay & Benefits > Benefits > Management Benefits > Savings & Retirement > 401(k) Savings plan , or you may log on directly at or call an Empower Retirement Customer Service Representative at 1-888-CSX-401k (888-279-4015) weekdays between the hours of 8 and 9 ET.

9 The TDD number for members with a hearing impairment is 800-345-1833. 2. Who Is Eligible? Generally, all non-union employees are eligible to become members. All non-union employees of CSX, or of an adopting affiliated company, are eligible to participate in the plan . If you are eligible, you become a member when you are enrolled. You are not eligible to become a member in the plan if: you are a leased employee; you are covered by a collectively bargained agreement; you are classified by CSX or an adopting affiliated company as an independent contractor (regardless of whether such classification is ultimately determined to be correct as a matter of law); or you are a non-resident alien (with respect to the United States) without source income, within the meaning of Sections 911(d)(2) and 861(a)(3) of the Internal Revenue Code.

10 CSXtra Page 3 SUMMARY plan Description (January 1, 2014 ) NAI-102596543v7 3. Access to plan Information You can inquire about your account and perform most transactions using the website or by calling the CSX Savings Line and using the automated options or by speaking with an Empower Retirement Customer Service Representative. Once you are eligible for membership in CSXtra, you may start making contributions by accessing your account, as described below. How Do You Access Your Account? You can access your account through the 401(k) Savings plan link on the Employee Gateway ( ) by selecting Health, Pay & Benefits > Benefits > Management Benefits > Savings & Retirement > 401(k) Savings plan , or by using a computer with Internet access to log on at , or by calling the CSX Savings Line 888-CSX-401k (888-279-4015) and speaking with an Empower Retirement Customer Service Representative.