Gerald L. Baliles, 62, of Richmond, Va., is a partner in the law firm of Hunton & Williams, a business law firm with offices in several major U.S. cities and international offices in Bangkok, Brussels, London and Hong Kong. His board service began in 1990; his current term expires in 2005.

Gene R. Carter, 63, of Alexandria, Va., is executive director and chief executive officer of the Association for Supervision and Curriculum Development, among the world’s largest international education associations.His board service began in 1992; his current term expires in 2005.

Alston D. Correll, 61, of Atlanta, Ga., is chairman, chief executive officer and president of Georgia-Pacific Corporation. His board service began in 2000; his current term expires in 2004.

David R. Goode, 62, of Norfolk, Va., is chairman, president and chief executive officer of Norfolk Southern Corporation. He joined Norfolk and Western Railway in 1965 and was named chief executive officer of Norfolk Southern in 1992. His board service began in 1992; his current term expires in 2003.

Landon Hilliard, 63, of New York City, is a partner in Brown Brothers Harriman & Co., a private bank in New York City. His board service began in 1992; his current term expires in 2004.

Steven F. Leer, 50, of St. Louis, is president and chief executive officer of Arch Coal, Inc., the nation’s second largest coal producer. His board service began in 1999. Although his current term would have expired in 2005, in order to comply with the requirements of Virginia law, Mr. Leer will resign from his current term and has been nominated for a new three-year term that expires in 2006.

Jane Margaret O’Brien, 49, of St. Mary’s City, Md., is president of St. Mary’s College of Maryland. Her board service began in 1994; her current term expires in 2004.

Harold W. Pote, 56, of New York City, is regional banking group executive of J.P. Morgan Chase & Co. His board service began in 1988; his current term expires in 2003.

J. Paul Reason, 62, Admiral, USN, retired, of Norfolk, Va., is president and chief operating officer of Metro Machine Corporation, a ship repair company. His board service began 2002; his current term expires in 2005.

Carroll Campbell Retires from Board

Carroll A. Campbell Jr. retired from the board of directors of Norfolk Southern effective Nov. 29, 2002.

The board expressed “heartfelt appreciation for his effective and dedicated service” and his “judgment, wise counsel and long-standing commitment to fiscal responsibility.”

Campbell was elected to the board in July 1996. He served on the Executive and Governance, Finance and Audit committees, and he helped guide the company during a time of significant growth and expansion. Before joining the board, Campbell served two terms as South Carolina's governor and was U.S. representative from the state's 4th Congressional District. He served successively as a state representative and as a state senator before his congressional term.

Officers as of Feb. 1, 2003

David R. Goode, chairman, president and chief executive officer
L.I. Prillaman, vice chairman and chief marketing officer
Stephen C. Tobias, vice chairman and chief operating officer
Henry C. Wolf, vice chairman and chief financial officer
John F. Corcoran, senior vice president public affairs
John W. Fox Jr., senior vice president coal services
James A. Hixon, senior vice president administration
Henry D. Light, senior vice president law
James W. McClellan, senior vice president planning
Kathryn B. McQuade, senior vice president financial planning
Charles W. Moorman, senior vice president corporate services and president Thoroughbred Technology and Telecommunications, Inc.
John P. Rathbone, senior vice president and controller
Stephen P. Renken, senior vice president and chief information officer
John M. Samuels, senior vice president operations planning
and support
Donald W. Seale, senior vice president merchandise marketing
Deborah H. Butler, vice president customer service
James E. Carter Jr., vice president internal audit
Joseph C. Dimino, senior general counsel
Cindy C. Earhart, vice president information technology
Terry N. Evans, vice president operations planning and budget
Robert C. Fort, vice president public relations
William A. Galanko, vice president taxation
Robert E. Huffman, vice president intermodal operations
Tony L. Ingram, vice president transportation operations
H. Craig Lewis, vice president corporate affairs
Mark R. MacMahon, vice president labor relations
Bruno Maestri, vice president public affairs
Mark D. Manion, vice president transportation services
and mechanical
Robert E. Martínez, vice president marketing services
and international
Michael R. McClellan, vice president intermodal marketing
Thomas H. Mullenix Jr., vice president human resources
Richard W. Parker, vice president real estate
William J. Romig, vice president and treasurer
Daniel D. Smith, president NS development
James A. Squires, senior general counsel
Charles J. Wehrmeister, vice president safety and environmental
F. Blair Wimbush, senior general counsel
Gary W. Woods, vice president engineering
Dezora M. Martin, corporate secretary

The Right Direction: Maintaining Sound Corporate Governance Policies

Norfolk Southern’s management team is committed to high standards of corporate governance.

An independent review of NS practices commissioned in 2001 found that the company had in place a sound corporate governance structure. NS is committed to maintaining and strengthening that structure.

NS always has had rigorous internal control procedures to help ensure the accuracy and reliability of the financial information it produces and reports. Those procedures now have been augmented with the establishment of a disclosure committee with responsibility for considering the materiality of information and determining disclosure obligations on a timely basis. It is comprised of senior officers and is chaired by the senior vice president and controller. The corporation’s independent public accountants also attend disclosure committee meetings.

Although not required, management has received from the independent public accountant an unqualified opinion on management’s assertion of the effectiveness of NS’ internal control over financial reporting as of Dec. 31, 2002.

The board of directors adopted written corporate governance standards for directors.

The board has in place policies to safeguard the confidentiality of shareholder votes.

In response to a shareholder proposal adopted at the 2002 annual meeting, the board agreed to seek shareholder approval for future severance packages in excess of 2.99 times a senior executive’s salary and bonus.

For the first time, the corporation’s Form 10-K report, a formal statement of financial information filed annually with the Securities and Exchange Commission, is published with this annual report, giving shareholders and potential investors more financial information than ever before included with this annual report.