-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOl8kopwGKD1XgvENJFDXhwniyG6+xlXt2/OhveMuHDonSyDnyVl5f+QjXCW400G ogdNtaAnGj8QYBw9Q5NuYQ== 0001104659-08-062304.txt : 20081006 0001104659-08-062304.hdr.sgml : 20081006 20081006163524 ACCESSION NUMBER: 0001104659-08-062304 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081006 DATE AS OF CHANGE: 20081006 GROUP MEMBERS: 3G CAPITAL PARTNERS LTD. GROUP MEMBERS: 3G CAPITAL PARTNERS, L.P GROUP MEMBERS: 3G FUND L.P. GROUP MEMBERS: ALEXANDRE BEHRING GROUP MEMBERS: CHRISTOPHER HOHN GROUP MEMBERS: THE CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. GROUP MEMBERS: THE CHILDREN'S INVESTMENT MASTER FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39759 FILM NUMBER: 081109938 BUSINESS ADDRESS: STREET 1: 500 WATER STREET STREET 2: 15TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043593200 MAIL ADDRESS: STREET 1: 500 WATER STREET STREET 2: 15TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Childrens Investment Fund Management (UK) LLP CENTRAL INDEX KEY: 0001362598 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2WE BUSINESS PHONE: 44 207 440 2330 MAIL ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2WE SC 13D/A 1 a08-24084_2sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

CSX Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

126408103

(CUSIP Number)

Mr. Christopher Hohn		Mr. Alexandre Behring
The Children's Investment		3G Capital Partners Ltd.
Fund Management (UK) LLP		c/o 3G Capital Inc.
7 Clifford Street		800 Third Avenue
London W1S 2WE		31st Floor
United Kingdom		New York, New York 10022
+44 20 7440 2330		(212) 893-6727

With a copy to:

Marc Weingarten, Esq.		Stephen Fraidin, Esq.
David Rosewater, Esq.		Andrew E. Nagel, Esq.
Schulte Roth & Zabel LLP		Kirkland & Ellis LLP
919 Third Avenue		153 East 53rd Street
New York, New York 10022		New York, New York 10022
(212) 756-2000		(212) 446-4800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 3, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 126408103

	1.	Names of Reporting Persons The Children's Investment Fund Management (UK) LLP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization England

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,796,998

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,796,998

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 126408103

	1.	Names of Reporting Persons The Children's Investment Fund Management (Cayman) Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,796,998

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,796,998

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 126408103

	1.	Names of Reporting Persons The Children's Investment Master Fund

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,796,998

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,796,998

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 126408103

	1.	Names of Reporting Persons Christopher Hohn

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 150

			8.	Shared Voting Power 17,796,998

			9.	Sole Dispositive Power 150

			10.	Shared Dispositive Power 17,797,148

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4.4%

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 126408103

	1.	Names of Reporting Persons 3G Capital Partners Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,232,854

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.2%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 126408103

	1.	Names of Reporting Persons 3G Capital Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,232,854

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.2%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 126408103

	1.	Names of Reporting Persons 3G Fund L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,232,854

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.2%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 126408103

	1.	Names of Reporting Persons Alexandre Behring

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Brazil

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,871

			8.	Shared Voting Power 17,232,854

			9.	Sole Dispositive Power 1,871

			10.	Shared Dispositive Power 17,232,854

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,234,725

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.2%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Amendment No. 8 is filed with respect to the shares of Common Stock, par value $1.00 per share (the “Shares”), of CSX Corporation (the “Issuer”), beneficially owned by the Reporting Persons (as defined in the Schedule 13D filed with the Securities and Exchange Commission on December 19, 2007, as heretofore amended (the “Schedule 13D”)) as of October 3, 2008 and amends and supplements the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 2.	Identity and Background
Clauses (a)(iv) and (a)(viii) of Item 2 of the Schedule 13D are amended and restated as follows: (iv) Christopher Hohn with respect to the 150 Shares directly owned by him and with respect to the TCI Shares (collectively with TCIF UK, TCIF and the TCI Fund, the “TCI Reporting Persons”); (viii) Alexandre Behring, with respect to the 1,871 Shares directly owned by him and with respect to the 3G Shares (collectively, with 3G Capital Ltd., 3G Capital L.P. and the 3G Funds, the “3G Reporting Persons”); Clauses (a)(ix), (a)(x) and (a)(xi) of Item 2 of the Schedule 13D are hereby deleted. Mr. O’Toole and Mr. Lamphere are no longer reporting persons for purposes of this Schedule 13D and information regarding Mr. O’Toole, Mr. Lamphere and Mr. Wilson will no longer be provided or updated.
Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is amended and supplemented by inserting the following paragraphs immediately preceding the last paragraph of such Item 4: On October 4, 2008 the Letter Agreement between the TCI Reporting Persons and the 3G Reporting Persons terminated in accordance with its terms. As a result, the TCI Reporting Persons and the 3G Reporting Persons no longer have any agreement to act together for the purposes of acquiring, holding, voting or disposing of Shares. Accordingly, the TCI Reporting Persons believe that they are no longer deemed to have, and they expressly disclaim, beneficial ownership of the 3G Shares, and the 3G Reporting Persons believe that they are no longer deemed to have, and they expressly disclaim, beneficial ownership of the TCI Shares. Accordingly, although the TCI Reporting Persons and the 3G Reporting Persons may be deemed to be a “group” with each other within the meaning of Section 13(d) of the Exchange Act and are filing this Schedule 13D on that basis, the TCI Reporting Persons and the 3G Reporting Persons expressly disclaim membership in any “group” with each other. Because the TCI Reporting Persons and the 3G Reporting Persons have no agreement to act together for the purpose of acquiring, disposing, holding or voting of Shares, they may independently change their respective intentions with regard to their investment in the Shares, and they are separately responsible for making any required amendments to this Schedule 13D resulting from any such change. Each of the TCI Reporting Persons and the 3G Reporting Persons reserves the right change their respective intentions with respect to any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and to make any future filings with the Securities and Exchange Commission on an individual, rather than a joint, basis. On October 3, 2008, TCIF UK and 3G Capital Ltd. entered into an agreement (the “Litigation Agreement”) regarding the conduct and allocation of costs relating to the ongoing litigation previously described in Item 4 of this Schedule 13D, the terms of which are summarized in Item 6 of this Schedule 13D. The Litigation Agreement is the only agreement between the TCI Reporting Persons and the 3G Reporting Persons.
Item 5.	Interests in Securities of the Issuer
Clauses (a) and (b) of Item 5 of the Schedule 13D are amended and restated as follows: (a) As of October 3, 2008 the TCI Reporting Persons beneficially owned an aggregate of 17,796,998 Shares (excluding 150 Shares held directly by Christopher Hohn), constituting approximately 4.4% of the Shares outstanding, the 3G Reporting Persons beneficially owned an aggregate of 17,232,854 Shares (excluding 1,871 Shares held directly by Alexandre Behring), constituting approximately 4.2% of the Shares outstanding. In addition, as of such date Christopher Hohn beneficially owned an aggregate of 17,797,148 Shares, including 150 Shares held directly by him, constituting approximately 4.4% of the Shares outstanding, and Alexandre Behring beneficially owned an aggregate of 17,234,725 Shares, including 1,871 Shares held directly by him, constituting approximately 4.2% of the Shares outstanding.

The aggregate percentage of Shares beneficially owned by the TCI Reporting Persons and the 3G Reporting Persons is based upon 407,642,147 Shares reported outstanding as of June 27, 2008 in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.

The TCI Reporting Persons are responsible for the completeness and accuracy of the information concerning the TCI Reporting Persons contained herein, but are not responsible for the completeness or accuracy of the information concerning the 3G Reporting Persons contained herein, except to the extent that the TCI Reporting Persons know or have reason to believe that such information is inaccurate. The 3G Reporting Persons are responsible for the completeness or accuracy of the information concerning the 3G Reporting Persons contained herein, but are not responsible for the completeness or accuracy of the information concerning the TCI Reporting Persons contained herein, except to the extent that the 3G Reporting Persons know or have reason to believe that such information is inaccurate

(b) The TCI Reporting Persons share power to vote and direct the disposition of all of the TCI Shares. Thus as of October 3, 2008 the TCI Reporting Persons may be deemed to beneficially own an aggregate of 17,796,998 Shares, constituting approximately 4.4% of the Shares outstanding. The 3G Reporting Persons share power to vote and direct the disposition of all of the 3G Shares. Thus, as of October 3, 2008 the 3G Reporting Persons may be deemed to beneficially own 17,232,854 Shares, constituting approximately 4.2% of the Shares outstanding. Alexandre Behring, by virtue of his relationships to 3G Capital Ltd., 3G Capital L.P. and 3G Fund (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the 3G Shares. Alexandre Behring disclaims beneficial ownership of the 3G Shares for all other purposes. Alexandre Behring has sole power to vote and direct the disposition of the 1,871 Shares held directly by him, and shares power to vote and direct the disposition of 17,232,854 Shares with the other 3G Reporting Persons. Christopher Hohn has sole power to vote and direct the disposition of the 150 Shares held directly by him, and shares power to vote and direct the disposition of 17,796,998 Shares with the other TCI Reporting Persons.

Clause (d) of Item 5 is amended and supplemented to include the following final sentence:

No person other than Christopher Hohn is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by him.

Item 6.

Contracts Arrangements Understanding or Relationship with Respect to the Securities of the Issuer

On October 3, 2008 TCIF UK and 3G Capital Ltd. (together, the “Parties”) entered into a Litigation Agreement, pursuant to which the Parties agreed, among other things, that (i) the conduct of the litigation currently before the U.S. Court of Appeals for the Second Circuit involving the Parties, or any litigation or investigation to the extent that the same relates to the “group” conduct of the Parties, shall

require the mutual agreement of the Parties, and (ii) the Parties will share certain expenses incurred by the Parties in furtherance of the activities engaged in pursuant to the Litigation Agreement, subject to certain exceptions. The Litigation Agreement provides that it will terminate on the earlier of the tenth day after a final decision has been issued with respect to the litigation referenced above or in the event that the Parties have failed to reach agreement on a decision requiring their mutual agreement under the terms of the Litigation Agreement. This description of the Litigation Agreement is a summary only and this summary and any other references herein to the Litigation Agreement are qualified by reference to the Litigation Agreement, which is filed as Exhibit 99.9 to this Schedule 13D and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits
	Item 7 of the Schedule 13D is amended and restated as follows:

Exhibit 1.	Joint Filing Agreement (Previously Filed)

Exhibit 2.	Letter from TCIF UK to the CSX Board of Directors dated October 16, 2007 (Previously Filed)

Exhibit 3.	Letter from TCIF UK to the CSX Board of Directors dated October 22, 2007 (Previously Filed)

Exhibit 4.	Letter Agreement between TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed)

Exhibit 5.	Complaint Filed by the Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed)

Exhibit 99.6.	Answer and Counterclaims filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed)

Exhibit 99.7.	Answer and Counterclaims filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed)

Exhibit 99.8.	Decision of the Federal District Court for the Southern District of New York, dated June 11, 2008 (Previously Filed)

Exhibit 99.9	Litigation Agreement, dated October 3, 2008.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 6, 2008


		THE CHILDREN’S INVESTMENT FUND MANAGEMENT (UK) LLP

		/s/ Christopher Hohn
		Christopher Hohn
		Managing Partner

		THE CHILDREN’S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD.

		/s/ David DeRosa
		David DeRosa
		Director

		THE CHILDREN’S INVESTMENT MASTER FUND

		/s/ David DeRosa
		David DeRosa
		Director

		/s/ Christopher Hohn
		Christopher Hohn

		3G CAPITAL PARTNERS LTD.

		/s/ Alexandre Behring
		Alexandre Behring
		Managing Director

		3G CAPITAL PARTNERS, L.P.
		By: 3G Capital Partners Ltd.
		Its: General Partner

		/s/ Alexandre Behring
		Alexandre Behring
		Managing Director

		3G FUND L.P.
		By: 3G Capital Partners, L.P.
		Its: General Partner

		By: 3G Capital Partners Ltd.
		Its: General Partner

		/s/ Alexandre Behring
		Alexandre Behring
		Managing Director

		/s/ Alexandre Behring
		Alexandre Behring

EXHIBIT INDEX

Exhibit 1.	Joint Filing Agreement (Previously Filed)

Exhibit 2.	Letter from TCIF UK to the CSX Board of Directors dated October 16, 2007 (Previously Filed)

Exhibit 3.	Letter from TCIF UK to the CSX Board of Directors dated October 22, 2007 (Previously Filed)

Exhibit 4.	Letter Agreement between TCIF UK and 3G Capital Ltd. dated December 12, 2007 (Previously filed)

Exhibit 5.	Complaint Filed by the Issuer against the Reporting Persons, dated March 17, 2008 (Previously Filed)

Exhibit 99.6.	Answer and Counterclaims filed by the TCI Reporting Persons, dated April 4, 2008 (Previously Filed)

Exhibit 99.7.	Answer and Counterclaims filed by the 3G Reporting Persons, dated April 4, 2008 (Previously Filed)

Exhibit 99.8.	Decision of the Federal District Court for the Southern District of New York, dated June 11, 2008 (Previously Filed)

Exhibit 99.9	Litigation Agreement, dated October 3, 2008.

EX-99.9 2 a08-24084_2ex99d9.htm EX-99.9

Exhibit 99.9

October 3, 2008

3G Capital Partners Ltd.
800 Third Avenue, 31st Floor
New York, New York 10022
Attention: Alexandre Behring

Re: CSX Corporation (the “Company”)

Gentlemen:

The purpose of this letter agreement is to confirm the agreement between The Children’s Investment Fund Management (UK) LLP (“TCI Management”) and 3G Capital Partners Ltd. (“3G Capital Partners” and, together with TCI Management, the “Parties”) to coordinate and share certain expenses relating to our litigation involving CSX Corporation. This letter shall take effect on October 3, 2008. Capitalized terms used but not defined herein have the meanings given to them in letter agreement dated December 12, 2007 and filed by the Parties as Exhibit 4 to the Schedule 13D filed with the Securities Exchange Commission on December 12, 2007 (such letter agreement, the “Group Agreement”).

Litigation. The conduct of the litigation currently before the U.S. Court of Appeals for the Second Circuit, captioned CSX Corporation, et al. v. The Children’s Investment Fund Management (UK) LLP, et al. (the “Ongoing Litigation”) shall require the mutual agreement of the Parties. Additionally, the conduct of any litigation or investigation which materially affects both of the Parties, to the extent the same relates to the “group” conduct of the Parties (“Group Litigation”) shall require the mutual agreement of the Parties. The Parties will jointly cooperate in the defense of any third party litigation or regulatory investigation with respect to the activities engaged in by them pursuant to the Group Agreement.

Shared Expenses. Each Party will pay 50% of all fees and expenses of legal counsel to either Party relating to Group Litigation, if any, and TCI Management shall pay 58.5% and 3G Capital Partners shall pay 41.5% of all fees and expenses of legal counsel to either Party relating to the Ongoing Litigation, including any such fees and expenses incurred during the term of the Group Agreement. Each Party will promptly upon request reimburse the other Party for its respective portion of any such shared expenses paid or advanced by the other Party. Upon request, the Party seeking reimbursement hereunder will provide the other Party with reasonable documentation evidencing its expenses. Notwithstanding the foregoing, a Party will not be entitled to contribution for any expense or liability arising out of such Party’s or its affiliates’ fraud, willful misconduct, gross negligence, or activities or actions prior to the date hereof not taken pursuant to the Group Agreement or any liability or expense relating specifically to such Party.

The Children's Investment Fund Management (UK) LLP is a limited liability partnership registered in England and Wales with registered number OC304797. A list of members' names is open to inspection at its registered office and principal place of business 7 Clifford Street, London, W1S 2WE, England. The Children's Investment Fund Management (UK) LLP is authorised and regulated by the Financial Services Authority.

Regulatory Reporting. If any action undertaken pursuant to this letter agreement gives rise to a requirement that a Party hereto and/or any of its affiliates file any schedule or report pursuant to the Securities Exchange Act of 1934, as amended, or any other U.S. or non-U.S governmental or regulatory requirement, such person(s) shall make the required filings within the time period required. If any such schedule or report may be filed jointly by the Parties and/or their respective affiliates, the Parties will mutually determine whether a joint filing shall be made. Each Party will cooperate with the other, including by providing all necessary information, in order to facilitate the timely and accurate filing of all joint and individual filings.

Termination. This letter agreement will terminate at 11:59 p.m. (New York time) on the earlier of (i) the 10th day after the later of the date that (x) a final decision has been issued with respect to each issue currently on appeal in the Ongoing Litigation (or the Ongoing Litigation is settled or dismissed in full) or (y) a final decision has been issued with respect to each issue asserted in Group Litigation, if any (or Group Litigation, if any, is settled or dismissed in full); or (ii) in the event that the Parties have sought to but, as set forth in a written notice given by a Party to the other, failed to reach agreement on a decision requiring their mutual agreement under the terms of this letter agreement after good faith efforts to reach such agreement, upon the receipt of such notice. The provisions set forth herein regarding shared expenses and governing law will survive any termination hereof with respect to expenses incurred prior to the termination hereof.

Activities of the Parties. No Party shall be obligated to do or perform any act or thing in connection with the matters contemplated by this letter agreement not expressly set forth herein. No Party shall in any event be deemed to have any fiduciary or other duties to the other Party by virtue of this letter agreement except as expressly provided herein.

Miscellaneous. The terms and provisions of this letter agreement may not be amended, waived or modified except by a writing signed by each Party. This letter agreement (a) will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, (b) may not be assigned by either Party without the prior written consent of the other Party, (c) may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument, and (d) represents the entire agreement between the Parties hereto. Each Party represents that neither it nor any of its Subject Funds are in possession of any material non-public information regarding the Company, whether received from the Company or any third party, and that in no event shall a Party make available to the other Party any such information that it may in the future obtain unless expressly authorized by such other Party to do so.

Each Party acknowledges that it will be responsible for assessing the nature of information in its possession in relation to legal and regulatory requirements. Neither Party shall be considered to be in breach of the provisions of the agreement set out in this letter if it fails to take a step which it would have been precluded by law or regulation from taking.

Nothing in this letter agreement shall be construed as creating a joint venture, partnership or agency relationship or taxable entity between or among the Parties, nor shall either Party, except as expressly set forth herein, have the right, power or authority to create any obligations or duty, express or implied, on behalf of the other Party hereto, it being understood that the Parties are independent contractors vis-à-vis one another. Neither Party shall have any liability for the repayment or discharge of any debts and obligations of the other Party. For the avoidance of doubt, there are no profit-sharing or similar arrangements between the Parties with respect to this letter agreement or otherwise.

Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter agreement will become a binding agreement between us.

Very truly yours,

THE CHILDREN’S INVESTMENT FUND MANAGEMENT (UK) LLP

By:	/s/ James Hawks
	Name:	James Hawks
	Title:	General Counsel

Agreed to and accepted as

of the date first written above:

3G CAPITAL PARTNERS LTD.

By:	/s/ Alexandre Behring
	Name:	Alexandre Behring
	Title:	Managing Director

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