EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the each of the undersigned
officers and directors of CSX CORPORATION, a Virginia corporation (the
"Corporation"), hereby constitutes and appoints Ellen M. Fitzsimmons, Alan A.
Rudnick, 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 a registration
statement with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), registering
securities of the Corporation which may be issued pursuant to the CSX Omnibus
Incentive Plan, 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 with therewith, hereby 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 10th day of July, 2000.
/s/ JOHN W. SNOW /s/ JOHN R. HALL
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John W. SNOW John R. Hall
/s/ PAUL R. GOODWIN /s/ E. BRADLEY JONES
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Paul R. Goodwin E. Bradley Jones
/s/ JAMES L. ROSS /s/ ROBERT D. KUNISCH
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James L. Ross Robert D. Kunisch
/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.
