2003 Audit Charter: NSC

NORFOLK SOUTHERN CORPORATION


CHARTER
OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

COMMITTEE'S ROLE AND PURPOSE
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The Audit Committee (Committee) is a standing committee, the chair and members
of which are appointed annually by the Board of Directors not later than at its
Organizational Meeting. The Committee meets a minimum of four times per year,
establishes its own procedures (including designating a chair, if necessary) and
acts by majority vote when at least a quorum is present. In general, the
Committee's function is to assist the Board in discharging fully its statutory
and fiduciary responsibilities with respect to oversight of the Corporation's
financial statements and reports, internal controls and related matters. The
Committee also facilitates communication among the Board, the independent
auditors, the Corporation's financial and senior management and its Internal
Audit Department.

While the Committee has oversight responsibilities and powers as set forth in
this Charter, it is not the responsibility of the Committee to prepare the
Corporation's financial statements or to plan or conduct audits to determine if
such statements are complete, accurate and in accordance with Generally Accepted
Accounting Principles (GAAP). This is the responsibility of Management and the
independent auditors. Management also is responsible for compliance with
applicable laws, regulations, internal controls and procedures, and with the
Corporation's disclosure controls and procedures, internal operating and
compliance policies, and codes of conduct and ethics.

Accordingly, the Committee's purpose includes, without limitation:

(a) Assisting board oversight of the:

o accuracy and integrity of the Corporation's financial statements
and periodic financial reports, and

o the Corporation's compliance with legal and regulatory
requirements;

(b) Direct responsibility for the engagement of independent auditors based
on an assessment of their qualifications and independence;

(c) Evaluation of the performance of the independent auditors and internal
audit function; and

(d) Preparation of the "Audit Committee Report" required by SEC rules to
be included in the Corporation's annual proxy statement.

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COMMITTEE MEMBERSHIP
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The Board's policy requires that the Committee must consist of no fewer than
three directors, each of whom satisfies all requirements, applicable at the
time, of the Securities and Exchange Commission (SEC) and of the New York Stock
Exchange (NYSE). No member may be a serving executive officer of the
Corporation. Each member must be free of any relationship that would interfere
with the exercise of her or his independent judgment and must meet the Board's
definition of "independence" and "financial literacy," and at least one member
must have accounting or related financial management expertise. Additionally, if
a Committee member serves on the audit committee of more than three public
companies, the Committee and the Board must determine that such simultaneous
service does not impair the ability of such member to effectively serve on the
Corporation's Audit Committee. The Committee seeks to maintain at least one
member who is an "audit committee financial expert" as defined by the SEC.
Committee members shall accept directors' fees as their sole form of
compensation from the Corporation.

PRINCIPAL COMMITTEE DUTIES, RESPONSIBILITIES AND POWERS
-------------------------------------------------------

The Committee will have the full cooperation of Management, including
unrestricted access, in the Committee's sole discretion, to personnel, books and
records, and shall have all the resources it deems necessary. The Committee
shall have sole power and authority to engage and evaluate the independent
auditors and other outside counsel and experts. The Corporation shall provide
funding, as determined by the Committee, for payment of such auditors or
advisors.

Among the Committee's principal duties and responsibilities, which it discharges
as a fiduciary, are the following:

(1) OVERSEE THE SERVICES, ACTIVITIES AND INDEPENDENCE OF THE CORPORATION'S
INDEPENDENT AUDITORS. To carry out this responsibility, to the extent
(a) required by law or by applicable rules or regulations of the SEC,
NYSE, Financial Accounting Standards Board (FASB) or other body with
jurisdiction, or (b) the Committee determines is appropriate, the
Committee:

o has sole authority to engage, evaluate and, if necessary, replace
the independent auditors (subject to shareholder ratification, as
applicable);

o will pre-approve all audit and non-audit services of the
independent auditors; review the annual audit plan (including
scope, staffing, reliance on Management and general audit
approach); approve estimates of and final fees for such services;
and evaluate the extent to which the provision of services is
consistent with auditor independence;

o annually, obtain and review a report from the independent
auditors describing: the firm's internal quality-control
procedures; any material issues raised by the most recent
internal quality review, or peer review, of the firm, or by any
inquiry or investigation of governmental or professional
authorities, within the preceding five years, respecting any
audit carried out by the firm, and any steps taken to deal with
any such issues; all relationships between the independent
auditors and the Corporation;

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o annually, review and discuss with the independent auditors all
matters required at the time by (a) Statement on Auditing
Standards (SAS) No. 61 and (b) the written disclosures required
by the Independent Standards Board Standard No. 1 (as either may
be amended, supplemented or superseded) regarding the auditors'
independence;

o prior to the filing of the Corporation's quarterly and annual
financial statements and reports with the SEC, or any other
public release thereof, either acting through the Chair alone or
as a Committee, review key issues presented by such statements
and reports with the independent auditors (for quarterly
information, as required by SAS No. 100 (formerly SAS No. 71), as
it may be amended, supplemented or superseded), including
significant findings prepared by the independent auditors
regarding applicability of accounting principles and practices,
the adequacy of internal control over financial reporting and
disclosure controls and procedures, and receive the independent
auditors' review letter or audit opinion, as applicable, on such
statements and reports;

o quarterly, meet with the independent auditors to review those
matters required at the time by SAS No. 61 (as may be amended,
supplemented or superseded), including all critical accounting
policies and practices, all alternative treatments of financial
information and disclosures within GAAP that have been discussed
with Management, and the ramifications of such alternative
disclosures and treatments, the disclosure or treatment preferred
by the auditors, and other material written communications
between the independent auditors and Management;

o periodically, meet privately with the independent auditors to
review any audit problems, difficulties, significant
disagreements with Management regarding financial statement
presentation or content, and Management's response, and determine
whether the independent auditors have been subject, either
directly or indirectly, to any action to fraudulently influence,
coerce, manipulate or mislead the auditors;

o will set clear hiring policies for employees or former employees
of the independent auditors;

(2) OVERSEE THE ACTIVITIES OF MANAGEMENT IN ITS PREPARATION OF THE
CORPORATION'S FINANCIAL STATEMENTS AND RELATED FINANCIAL DISCLOSURES.
To carry out this responsibility, to the extent it deems appropriate,
the Committee will:

o prior to the filing of the Corporation's quarterly and annual
financial statements and reports with the SEC, or any other
public release thereof, either acting through the Chair alone or
as a Committee, review key issues presented by such statements
and reports with Management, including: (1) disclosures, (2)
MD&A, (3) the adequacy of internal control over financial
reporting and disclosure controls and procedures, and (4) other
information that could significantly affect the quality of such
statements and reports;

o quarterly, review and discuss with Management all critical
accounting policies and estimates identified by Management;

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o quarterly, review the existence and substance of significant
accruals, reserves or other financial reporting judgments that,
in the opinion of Management or the independent auditors, had or
may have a material impact on the financial statements, and any
significant changes in accounting and financial reporting
standards proposed by the SEC, NYSE, FASB, or other body having
regulatory jurisdiction;

o discuss earnings press releases, as well as any financial
information and earnings guidance provided to analysts and rating
agencies;

o quarterly, discuss CEO and CFO certifications of the
Corporation's financial statements and reports;

o annually, receive and review the Report of Management, assessing
the effectiveness of internal control over financial reporting
and reporting on updates to the Compendium of Internal Controls;

(3) PERIODICALLY REVIEW WITH MANAGEMENT THE AREAS OF GREATEST RISK TO THE
OPERATIONS AND FINANCIAL RESULTS OF THE CORPORATION, such as safety of
operations, environmental regulations, major pending litigation,
matters pertaining to financing costs and credit ratings, tax issues,
any other major financial risks and exposures and the steps Management
has taken or intends to take to manage and control such risks. The
Committee will, to the extent it considers appropriate:

o periodically meet with Management to review such areas of risk
and discuss steps to govern the process by which risk assessment
and management is undertaken by Management;

o oversee activities of the internal audit function including
staffing, training, budget, audit planning and charter, review
significant issues raised by its periodic reports, and
Management's responses, review its responsibilities, authorities
and reporting relationships, and assure the continuing
independence and objectivity of the internal auditors;

o approve decisions regarding the appointment or removal of the
chief audit executive;

o periodically, meet privately with the chief audit executive to
discuss any matters that require confidential and/or discreet
discussion, review and/or handling;

o review with the chief legal officer and other appropriate
Management, legal and regulatory matters that may have a material
impact on the financial statements and the scope and
effectiveness of its compliance policies;

o review, as necessary, with the chief audit executive and other
members of Management as appropriate, the procedures established
for the receipt, retention, and treatment of complaints received,
including confidential, anonymous submissions by employees, or
others, of concerns regarding questionable accounting or auditing
matters, and significant cases of alleged employee conflict of
interest, ethical violations, misconduct, or fraud, the volume
and nature of calls to the "Internal Audit Hotline" and other
matters similar in nature; and

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o receive annually the results of internal audit reviews of
officers' expense accounts/perquisites and employee
conflict-of-interest questionnaires.

(4) APPROPRIATELY RECORD DELIBERATIONS AND DECISIONS OF THE COMMITTEE AND
REGULARLY REPORT TO THE BOARD THE COMMITTEE'S ACTIVITIES AND
CONCLUSIONS WITH RESPECT TO THE PRINCIPAL MATTERS IT HAS CONSIDERED
and such other items as the Board may request, including (a) the
Committee's review and discussion of the quarterly and annual audited
financial statements with Management and the independent auditor and
its recommendation that the Corporation's audited financial statements
be included in the annual Form 10-K filing with the SEC; (b) any
mandatory report that the Committee has approved for inclusion in a
proxy statement of the Corporation or mandatory affirmation regarding
the independence and qualifications of members of the Committee; (c)
its assessments and conclusions concerning the Committee's annual
review and evaluation of the adequacy of this Charter; and (d) its
assessments and conclusions concerning the Committee's annual
performance evaluation.

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