CSX Board Information

Compensation Committee Charter  

Consistent with the Board of Directors' ("Board") commitment to build long-term shareholder value, the Compensation Committee ("Committee") shall be responsible for the development of CSX Corporation's ("Corporation") philosophy with respect to executive compensation and benefits. The Committee is also responsible for periodically reviewing the Corporation's compensation practices and policies, benefit plans, and perquisites applicable to all employees and executives as a group to ensure that they are consistent with the Corporation's compensation philosophy. The Committee shall also be responsible for assuring that the benefit plans, practices, programs or policies maintained for directors comply with all applicable laws.

The Committee shall provide over the names of the Committee members the required Compensation Committee Report for the Corporation's Proxy Statement for the Corporation's Annual Meeting of Shareholders.


Membership and Operations  

The Committee shall consist of not fewer than two members, each of whom shall be a non-employee director within the meaning of 17 CFR 240.16b-3, shall qualify as an "outside director" within the meanings of regulations established pursuant to Section 162(m) of the Internal Revenue Code, and shall be "independent" as defined in New York Stock Exchange Rule 303A. The Committee shall meet at such times as it determines to be appropriate or at the call of the Chair of the Committee.

The members of the Committee and the Chair shall be recommended by the Governance Committee and elected by the Board annually and shall serve until their successors have been duly elected and qualified.

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee or, as specified below, to management.


Duties and Responsibilities  

The Committee, shall, in its judgment:

1.        Consider, approve, and, where necessary, recommend to the Board for approval, the adoption, amendment, or termination of compensation practices, policies, programs, and employee benefit plans maintained by the Corporation or its affiliates for eligible employees, including but not limited to qualified plans, cash and stock-based incentive plans, nonqualified deferred compensation and retirement plans, welfare plans, and perquisites.

2.        Consider, approve, and, where necessary, recommend to the Board for approval, the amendment of benefit plans, practices, programs, or policies maintained for non-employee directors and other non-employees.

3.        Delegate to management from time to time, as applicable, the authority to adopt, amend or terminate any such plan, policy, or program subject to such limitations as the Committee may deem appropriate.

4.        Review periodic reports from management regarding any significant issues regarding the implementation or administration of any such plan, policy or program.

5.        Review and approve performance targets required for executive incentive plans; certify the achievement of performance goals prior to payment of performance-based compensation to individuals covered under Section 162(m) of the Internal Revenue Code; recommend approval by the Board of awards to executives to be paid pursuant to any such plan, policy or program; and take any actions delegated to the Committee under any such plan, policy, or program.

6.        Conduct an annual review of the performance of the Chief Executive Officer. The Committee, in consultation with the Board and the Governance Committee, shall approve goals and objectives for the Chief Executive Officer, evaluate his or her performance, and, either as a committee or together with the other independent directors, as directed by the Board, set his or her compensation level based on this evaluation. The Committee shall discuss the results of the evaluation with the independent directors in executive session and with the Chief Executive Officer.

7.        Review the total compensation and benefits of certain key executives whom the Committee determines in its sole discretion to review. In establishing compensation and benefits, the Committee shall utilize where appropriate comparative data regarding executive compensation practices. The Committee shall utilize flexible compensation structures to attract, retain, motivate and appropriately reward executives, consistent with the Corporation's executive compensation philosophy.

8.        Make recommendations to the Board with respect to management compensation, incentive-compensation plans and equity-based plans.

9.        Review and recommend to the Board for final approval grants of stock options, stock appreciation rights, performance shares, and other stock-related incentives.

10.     Report periodically to the Board regarding the foregoing activities.



At least annually, the Committee shall conduct an evaluation of its performance in such manner as the Committee deems appropriate.



The Committee shall have available to it such support personnel, including management staff, outside auditors, attorneys and consultants as it deems necessary to discharge its responsibilities.

The Committee shall have sole authority to select, retain, and terminate any compensation consultant or search firm used to assist it in the evaluation of the Chief Executive Officer's or any senior executive's compensation and benefits, or to identify potential executive candidates, including the sole authority to approve payments to any consultant or search firm and other retention terms.