Exhibit 24.1
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers (each, a “Signatory”) of CSX Corporation, a corporation organized under Virginia law (the “Company”), hereby constitutes and appoints Ellen M. Fitzsimmons, Nathan D. Goldman and Mark D. Austin (each, an “Agent”, and collectively, “Agents”) or any of them, his or her true and lawful attorney-in-fact and agent for and in his or her name, place and stead, in any and all capacities, to sign any registration statement under the Securities Act of 1933, as amended, and any amendment to a previously filed registration statement, in each case relating to securities of the Corporation that may be issued or sold pursuant to the Corporation's stock plans identified on Annex A, and all amendments or supplements (including any post-effective amendments) thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto, relating to any such registration statement or amendment, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. Each Signatory further grants to the Agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, in the judgment of such Agent, to be done in connection with any such signing and filing, as full to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said Agents, or any of them, may lawfully do or cause to be done the virtue hereof.
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This power of Attorney may be executed simulataneously in one or more counterparts, each of which shall be deemed an original, but all of which constitute but one and the same.
Signature | Title | Date |
/s/ Fredrik J. Eliasson | October 8, 2014 | |
Fredrik J. Eliasson | ||
Executive Vice President and Chief | ||
Financial Officer | ||
(Principal Financial Officer) | ||
/s/ Michael J. Ward | October 8, 2014 | |
Michael J. Ward | ||
Chairman, President, Chief Executive Officer | ||
and Director (Principal Executive Officer) | ||
/s/ Carolyn T. Sizemore | October 9, 2014 | |
Carolyn T. Sizemore | ||
Vice President and Controller | ||
(Principal Accounting Officer) | ||
/s/ Donna M. Alvarado | October 8, 2014 | |
Donna M. Alvarado | ||
Director | ||
/s/ John B. Breaux | October 8, 2014 | |
John B. Breaux | ||
Director | ||
/s/ Pamela L. Carter | October 8, 2014 | |
Pamela L. Carter | ||
Director | ||
/s/ Steven T. Halverson | October 8, 2014 | |
Steven T. Halverson | ||
Director | ||
/s/ Edward J. Kelly, III | October 6, 2014 | |
Edward J. Kelly, III | ||
Director | ||
/s/ Gilbert H. Lamphere | October 8, 2014 | |
Gilbert H. Lamphere | ||
Director | ||
/s/ John D. McPherson | October 8, 2014 | |
John D. McPherson | ||
Director | ||
/s/ Timothy T. O’Toole | October 8, 2014 | |
Timothy T. O’Toole | ||
Director |
/s/ David M. Ratcliffe | October 8, 2014 | |
David M. Ratcliffe | ||
Director |
/s/ Donald J. Shepard | October 8, 2014 | |
Donald J. Shepard | ||
Director | ||
/s/ J. Steven Whisler | October 8, 2014 | |
J. Steven Whisler | ||
Director |
ANNEX A
LIST OF PLANS SUBJECT TO POWER OF ATTORNEY
CSX Executives’ Deferred Compensation Plan
CSX Directors’ deferred Compensation Plan
2010 CSX Stock and Incentive Award Plan
Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies (CSXtra)
CSX Corporation Capital Builder Plan