2004 Committee Charter : CSX

Purpose

The purpose of the Finance Committee ("Committee") of CSX Corporation ("Corporation') is to assist the Board of Directors ("Board') in discharging its responsibilities relating to oversight and review of financial matters affecting the Corporation and to regularly report to the Board on such matters.

Membership and Operations

The Committee shall consist of not fewer than three directors to be designated by the Board. 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.

Duties and Responsibilities

In discharging its responsibilities, the Committee's duties shall include, within authority levels established by the Board, the following matters:
To provide oversight with respect to the capital structure, cash flows and key financial ratios of the Corporation, and to make recommendations with respect to the Corporation's financial policies;
To review policies with respect to distributions to shareholders generally, to make recommendations with respect to the declaration of dividends, and to authorize the repurchase of shares of the Corporation from time to time consistent with authority levels, if any, established by the Board;
Within the scope of its authority levels as established by the Board, to authorize borrowing money, issuing debt securities or engaging in other forms of financing (other than any financing calling for the issuance of common stock) on the part of the Corporation or any of its subsidiaries or affiliates;
To oversee compliance with financial covenants and, within the scope of its authority levels as established by the Board, to authorize the prepayment, redemption, repurchase or defeasance of any indebtedness of the Corporation;
Within the scope of its authority levels as established by the Board, to authorize loans, guarantees of the credit of others, or other extensions of credit by the Corporation;
To review the Corporation's credit ratings and monitor its activities with respect to credit rating agencies;
To provide general oversight of the structure and funding practices and policies of all funded plans which the Corporation or an affiliate is a sponsor and monitor the existing and anticipated liabilities with respect to such plans;
To review and monitor the structure of all CSX and affiliate qualified plans, to approve amendments to such plans in instances in which approval by the Board of the Corporation is required, and to delegate the authority for the approval of certain amendments to management;
To appoint and provide general oversight of the CSX Investment Committee which has the responsibility to manage the assets of or held in connection with all CSX and affiliate employee benefit plans and to receive reports on the investment policies and investment performance periodically at its discretion, but no less frequently than annually and report to the Board of the performance of the Investment Committee;
To provide oversight with respect to significant capital expenditures or divestitures as well as projected and actual returns from investments. Overall capital spending will be considered in the context of the current and future cash flows of the Company, as well as priority for debt reduction until target debt levels are attained;
To review the Corporation's insurance programs;
To review the Corporation's delegations of financial authority; and
In general, to review reports and to make recommendations with respect to financial matters affecting the Corporation.
Other

In carrying out its duties, the Committee shall be entitled to request support from appropriate management personnel, including the Treasurer of the Corporation or his designee and, as to pension or employee benefit-related matters, those individuals charged with the applicable responsibilities with respect to such plans. No member of the Committee may be an employee of the Corporation or its affiliates or be otherwise eligible to receive benefits under any plan under the Committee's jurisdiction.