Norfolk Southern is committed to high standards of corporate governance, and the board of directors acted to strengthen the company’s policies.

Implementing new rules of the New York Stock Exchange, the board determined that all NS directors are independent, with the exception of David Goode, NS chairman, president and chief executive officer.

Board committees were restructured in January 2004. A new Governance and Nominating Committee combines duties previously held by two separate board committees and improves coordination between the two important and related functions. The new committee structure also stipulates that only independent directors may serve on the Compensation, Performance-Based Compensation, Audit and Governance and Nominating committees.

A revised Code of Ethics now applies to directors in addition to officers and employees.

A new Code of Ethical Conduct for Senior Financial Officers was adopted.

Corporate Governance Guidelines, board committee charters, the corporation’s bylaws, Code of Ethics, Code of Ethical Conduct for Senior Financial Officers and procedures for reporting accounting concerns are posted on the NS Web site at www.nscorp.com.

The board and the committees continue to perform annual self-evaluations, which are established practice at NS.

The Internal Audit Hotline, in existence for many years, has been designated for use by employees and third parties who wish to report concerns about accounting and audit matters confidentially. The number is
(800) 732-9279.

The NS board has determined that the Audit Committee includes at least one audit committee financial expert.

While companies are not yet required to include a management report on internal control and auditors’ assessment, NS included an independent public accountants’ report on management’s assertion of the effectiveness of the company’s internal control over financial reporting in this annual report and in the annual report for 2002.

Shareholders can contact outside board members by sending written communication to the Chair of the Governance and Nominating Committee, c/o Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, Norfolk, Virginia 23510. All communications directed to this address will be forwarded to the Chair.