CSX CORP — Director's Dealing 2009

May 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2009-04-28

Reporting Person: HOHN CHRISTOPHER (Director, See Remarks)
Reporting Person: Childrens Investment Fund Management (UK) LLP (See Remarks)
Reporting Person: CHILDREN'S INVESTMENT FUND MANAGEMENT (CAYMAN) LTD. (See Remarks)
Reporting Person: CHILDREN'S INVESTMENT MASTER FUND (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-28	Common Stock, $1.00 par value (Common Stock)	X	1500000	$32.47	Acquired	1500000	Indirect
2009-04-28	Common Stock	J	1500000	$28.55	Disposed	0	Indirect
2009-04-28	Common Stock	X	1000	$44.1	Acquired	1000	Indirect
2009-04-28	Common Stock	J	1000	$29.07	Disposed	0	Indirect
2009-04-28	Common Stock	X	1000	$44.48	Acquired	1000	Indirect
2009-04-28	Common Stock	J	1000	$28.58	Disposed	0	Indirect
2009-04-28	Common Stock	X	1000	$44.3	Acquired	1000	Indirect
2009-04-28	Common Stock	J	1000	$28.66	Disposed	0	Indirect
2009-04-28	Common Stock	X	1000	$44.14	Acquired	1000	Indirect
2009-04-28	Common Stock	J	1000	$28.60	Disposed	0	Indirect
2009-04-29	Common Stock	X	1500000	$32.47	Acquired	1500000	Indirect
2009-04-29	Common Stock	J	1500000	$29.78	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-28	Equity Swap (obligation to buy)	$28.55	X	1	Disposed	2009-07-31	Common Stock (1500000)	Indirect
2009-04-28	Equity Swap (obligation to buy)	$29.07	X	1	Disposed	2015-01-28	Common Stock (1000)	Indirect
2009-04-28	Equity Swap (obligation to buy)	$28.58	X	1	Disposed	2010-01-25	Common Stock (1000)	Indirect
2009-04-28	Equity Swap (obligation to buy)	$28.66	X	1	Disposed	2011-05-16	Common Stock (1000)	Indirect
2009-04-28	Equity Swap (obligation to buy)	$28.60	X	1	Disposed	2018-01-22	Common Stock (1000)	Indirect
2009-04-29	Equity Swap (obligation to buy)	$29.78	X	1	Disposed	2009-07-31	Common Stock (1500000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5150	Direct

Footnotes

F1: A portion of the equity swap was settled pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder.

F2: The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF") and The Children's Investment Fund Management (UK) LLP, an English limited liability partnership ("TCIF UK") serve as management companies for The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"). Christopher Hohn is the managing partner of TCIF UK and the 100% owner of TCIF, and therefore is in a position to determine the investment and voting decisions made by the TCI Fund. The Reporting Persons disclaim beneficial ownership of any and all securities reported herein in excess of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Mr. Hohn is a director of the Issuer.

F3: The equity swap was settled pursuant to its terms based on the market price of the Common Stock of the Issuer at the time of settlement. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Exchange Act, pursuant to Rule 16b-6(b) thereunder.

F4: Shares of Common Stock previously reported as an exempt payment pursuant to Rule 16b-3 to Mr. Hohn of director's fees and/or annual retainer in the form of Common Stock of the Issuer pursuant to the CSX Corporation Stock Plan for Directors. Such shares of Common Stock are held directly by Mr. Hohn for the benefit of the TCI Fund.