Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of CSX CORPORATION, a Virginia corporation (the "Corporation"), hereby
constitutes and appoints David H. Baggs, David A. Boor, Ellen M. Fitzsimmons and
Peter J. Shudtz, and each of them acting individually, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and file (i) one or more Registration Statements on
Form S-3 (or other appropriate form) for filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance, either separately or together
with other such securities, of senior and subordinated debt securities, trust
preferred securities (and any related guarantee and agreement as to expenses and
liabilities), common stock, preferred stock, depositary shares representing
fractional interests in preferred stock (each a "Security" and collectively, the
"Securities") (including any Securities that are, by their terms, exchangeable
for or convertible into other Securities and the Securities issuable upon
exchange or conversion of such convertible or exchangeable Securities), and
warrants or rights to purchase Securities that will generate proceeds of up to
$1,500,000,000 (or the equivalent in foreign denominated currency), of the
Corporation, and (ii) a Registration Statement, and any and all amendments
thereto, relating to the offering covered thereby filed pursuant to Rule 462(b)
under the Securities Act, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary or desirable 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, or their substitutes or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 12th day of December, 2001.
/s/ Elizabeth E. Bailey /s/ James W. McGlothlin
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Elizabeth E. Bailey James W. McGlothlin
/s/ H. Furlong Baldwin /s/ Southwood J. Morcott
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H. Furlong Baldwin Southwood J. Morcott
/s/ Claude S. Brinegar /s/ Charles E. Rice
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Claude S. Brinegar Charles E. Rice
/s/ Robert L. Burrus, Jr. /s/ William C. Richardson
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Robert L. Burrus, Jr. William C. Richardson
/s/ Bruce C. Gottwald /s/ Frank S. Royal, M.D.
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Bruce C. Gottwald Frank S. Royal, M.D.
/s/ John R. Hall /s/ John W. Snow
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John R. Hall John W. SNOW
/s/ E. Bradley Jones /s/ Paul R. Goodwin
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E. Bradley Jones Paul R. Goodwin
/s/ Robert D. Kunisch /s/ James L. Ross
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Robert D. Kunisch James L. Ross