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Edward J. Kelly, III has served as a director of CSX since July 2002. Mr. Kelly has held numerous leadership positions within the financial services industry and is currently President of Citi Alternative Investments, an integrated alternative investments platform that manages a wide range of products across five asset classes including private equity, hedge funds, real estate, fixed income and infrastructure. He previously served as Managing Director of the Financial Services Group for The Carlyle Group from July 2007 to February 2008. Prior to that, he was Vice Chairman of The PNC Financial Services Group, a bank holding company, which purchased Mercantile Bankshares Corporation. Until March 2, 2007, he was the Chairman, Chief Executive Officer and President of Mercantile Bankshares Corporation, having been elected as Chairman in March 2003 and as Chief Executive Officer and President in March 2001. Mr. Kelly also serves on the Boards of Directors of The Hartford Financial Services Group and The Hershey Company. Mr. Kelly is Chairman of the Governance Committee and is a member of the Finance and Executive Committees. The Board of Directors has determined that Mr. Kelly is independent within the meaning of the Company’s director independence standards and the director independence standards of The New York Stock Exchange. | 