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Donald J. Shepard has served as a director of CSX since January 2003. He has been Chairman of the Executive Board and Chief Executive Officer of AEGON N.V., a holding company of insurance and insurance-related companies, since April 2002. From 1989 until April 2002, Mr. Shepard served as President and Chief Executive Officer of AEGON USA, Inc., a subsidiary of AEGON N.V. Mr. Shepard serves as a Director (since December 2001) and as Chairman of the Board (since June 2005) of AEGON U.S. Corporation. In addition, since February 1989, Mr. Shepard has served on the Board of Directors of AEGON USA, Inc. and as Chairman of that Board from 1992 to July 1999 and from May 2000 to April 2002. He has been a member of the Executive Board of AEGON N.V. since 1992. He is also a director of Mercantile Bankshares Corporation and Mercantile-Safe Deposit & Trust Company. Mr. Shepard is Chairman of the Audit Committee and is a member of the Compensation and Executive Committees. The Board of Directors has determined that Mr. Shepard is independent within the meaning of the Company’s director independence standards and the director independence standards of The New York Stock Exchange and qualifies as a financial expert under the rules of the Securities and Exchange Commission. | 