EX-24.1 7 0007.txt POWER OF ATTORNEY 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, Ellen M. Fitzsimmons, Peter J. Shudtz and Gregory R. Weber, 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 of debentures, notes, and other debt obligations, preferred stock, common stock, common stock issuable upon exchange or conversion of such debt obligations or preferred stock which, by their terms, are exchangeable for or convertible into common stock, warrants or rights to purchase debt obligations, preferred stock or common stock, and depositary shares representing fractional interests in preferred stock, which will generate proceeds of up to $800,000,000 (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 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 13th day of December, 2000. /s/ John W. Snow /s/ John R. Hall ----------------------------------- ----------------------------------- John W. Snow John R. Hall /s/ Paul R. Goodwin /s/ E. Bradley Jones ----------------------------------- ----------------------------------- Paul R. Goodwin E. Bradley Jones /s/ James L. Ross /s/ Robert D. Kunisch ----------------------------------- ----------------------------------- James L. Ross Robert D. Kunisch /s/ Elizabeth E. Bailey /s/ James W. McGlothlin ----------------------------------- ----------------------------------- Elizabeth E. Bailey James W. McGlothlin /s/ H. Furlong Baldwin /s/ Southwood J. Morcott ----------------------------------- ----------------------------------- H. Furlong Baldwin Southwood J. Morcott /s/ Claude S. Brinegar /s/ Charles E. Rice ----------------------------------- ----------------------------------- Claude S. Brinegar Charles E. Rice /s/ Robert L. Burrus, Jr. /s/ William C. Richardson ----------------------------------- ---------------------------------- Robert L. Burrus, Jr. William C. Richardson /s/ Bruce C. Gottwald /s/ Frank S. Royal, M.D. ----------------------------------- ---------------------------------- Bruce C. Gottwald Frank S. Royal, M.D.