POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of ELLEN M. FITZSIMMONS, NATHAN D. GOLDMAN and MARK
D. AUSTIN, or any of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney in fact to

1 prepare, execute in the undersigned's name and on the
Undersigned's behalf, and submit to the U.S. Securities and Exchange
Commission, the SEC, a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings
with the SEC of reports required by Section 16a of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;

2 execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and or director of CSX CORPORATION, the Company,
Forms 3, 4, and 5 in accordance with Section 16a of the Securities
Exchange Act of 1934 and the rules thereunder;

3 do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms 3, 4 or 5 complete and execute any amendment
or amendments thereto and timely file such form with the SEC and any
stock exchange or similar authority, and

4 take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney in fact, may be
of benefit to, in the best interest of, or legally required by, the
undersigned, It being understood that the documents executed by such
attorney in fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney in fact may approve in such attorney
in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming
all that such attorney in fact, or such attorney in fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys in fact,
in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.

This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned s holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 28th day of July, 2008.

		  John D. McPherson
		  Signature