1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of December, 1996.
Name
Elizabeth E. Bailey
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Please print
/s/ Elizabeth E. Bailey
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Signature
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of December, 1996.
Name
ROBERT L. BURRUS, JR.
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Please print
/s/ ROBERT L. BURRUS, JR.
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Signature
3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ___
day of December, 1996.
Name
BRUCE C. GOTTWALD
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Please print
/s/ BRUCE C. GOTTWALD
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Signature
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 5th
day of December, 1996.
Name
JOHN R. HALL
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Please print
/s/ JOHN R. HALL
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Signature
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of December, 1996.
Name
ROBERT D. KUNISCH
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Please print
/s/ ROBERT D. KUNISCH
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Signature
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 5th
day of December, 1996.
Name
HUGH L. McCOLL, JR.
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Please print
/s/ HUGH L. McCOLL, JR.
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Signature
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 5th
day of December, 1996.
Name
JAMES W. McGLOTHLIN
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Please print
/s/ JAMES W. McGLOTHLIN
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Signature
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of December, 1996.
Name
SOUTHWOOD J. MORCOTT
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Please print
/s/ SOUTHWOOD J. MORCOTT
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Signature
9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of December, 1996.
Name
Charles E. Rice
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Please print
/s/ Charles E. Rice
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Signature
10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of December, 1996.
Name
William G. Richardson
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Please print
/s/ William G. Richardson
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Signature
11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of December, 1996.
Name
Frank S. Royal
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Please print
/s/ Frank S. Royal
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Signature
12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ___
day of December, 1996.
Name
John W. Snow
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Please print
/s/ John W. Snow
- ------------------------------
Signature
13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, James L. Ross, Alan A. Rudnick
and Peter J. Shudtz his or her true and lawful attorneys-in-fact and agents,
for him or her and in his or her name, place and stead to sign and file Joint
Proxy Statement/Registration Statement on Form S-4 under the Securities Act of
1933, as amended, registering securities of the Corporation which may be issued
as described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of December, 1996.
Name
Paul R. Goodwin
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Please print
/s/ Paul R. Goodwin
- ------------------------------
Signature
14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer or director
of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints each of Mark G. Aron, Alan A. Rudnick and Peter J.
Shudtz his or her true and lawful attorneys-in-fact and agents, for him or her
and in his or her name, place and stead to sign and file Joint Proxy
Statement/Registration Statement on Form S-4 under the Securities Act of 1933,
as amended, registering securities of the Corporation which may be issued as
described therein in connection with the proposed merger involving CSX
Corporation and Conrail Inc., with power to sign and file any amendment or
amendments, including post-effective amendments thereto, with all exhibits
thereto and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of January 1997.
Name
James L. Ross
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Please print
/s/ James L. Ross
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Signature