<PAGE>

                                                                    Exhibit 10.2

                        RESTRICTED STOCK AWARD AGREEMENT

         THIS AGREEMENT is made and entered into as of May 7, 2003, by and
between CSX CORPORATION ("CSX"), a Virginia corporation, and OSCAR MUNOZ (the
"Recipient").

         WHEREAS, CSX owns, directly or indirectly, more than fifty percent of
the voting stock of various other corporations (hereinafter, individually or
collectively, "Affiliate"); and

         WHEREAS, CSX wishes to employ Recipient as an employee of CSX or an
Affiliate of CSX, and CSX wishes to create an incentive for Recipient to remain
as an employee of CSX or an Affiliate.

         NOW, THEREFORE, in consideration of their mutual promises and
undertakings, CSX and Recipient mutually agree as follows:

         1.    In consideration for Recipient's agreement to remain an active
employee of CSX or an Affiliate, continuously and without interruption from the
period May 7, 2003, through May 7, 2007 (the "Employment Period"), the Recipient
shall, as of May 7, 2003, receive a grant of 25,000 shares of restricted CSX
Corporation common stock, $1 par value (the "Restricted Stock"). During the
Employment Period, CSX will pay to Recipient an amount equal to dividends
declared and payable on the Restricted Stock from May 7, 2003, through the
Employment Period, net of applicable withholding taxes. Except as otherwise
provided herein, the Restricted Stock shall vest and the restrictions will be
lifted as follows:

               Vesting                      Shares
               Date                         Vested
               -----------------------------------------------
               May 7, 2004                  5,000
               May 7, 2005                  5,000
               May 7, 2006                  5,000
               May 7, 2007                  10,000

         2.    (a) Except as set forth in subsection 2, if Recipient's
employment by CSX or an Affiliate terminates before the "Vesting Date," this
Agreement shall become null and void and CSX shall have no obligation as to
vesting of any of the Restricted Stock and payment of any further monies
pursuant to Paragraph 1 of this Agreement.

               (b) In the event of a termination of Recipient's employment
before the end of the Employment Period by reason of Recipient's death or
Disability, by CSX without Cause or by Recipient for Good Reason, the Date of
Termination shall be the Vesting Date with respect to a number of shares of
Restricted Stock determined by the following formula:

                     (number of completed months from the Grant Date through the
                     Date of Termination / 48) x 25,000

               For purposes of this Agreement, "Disability" shall mean the
Recipient's becoming disabled within the meaning of the long-term disability
plan of CSX covering the Recipient. "Cause" means (i) the willful and continued
failure of the Recipient substantially to perform the Recipient's duties under
this Agreement (other than as a result of physical or

<PAGE>

                                                                    Exhibit 10.2

Munoz Restricted Stock Agreement
May 7, 2003
Page 2

mental illness or injury), after the Board of Directors of CSX (the "Board") or
the Chief Executive Officer or other senior executive of CSX delivers to the
Recipient a written demand for substantial performance that specifically
identifies the manner in which the Board, the Chief Executive Officer or such
other executive believes that the Recipient has not substantially performed the
Recipient's duties, or (ii) illegal conduct or gross misconduct by the
Recipient. "Good Reason" means termination by the Recipient within 60 days
after, and as a result of:

                     (1) Any action by CSX that results in a material diminution
                         in the Recipient's position, authority, duties or
                         responsibilities; provided, however, that minor changes
                         in Recipient's job title or responsibilities will not
                         constitute grounds for a Good Reason termination under
                         this Section 2(b)(1).

                     (2) any requirement by CSX providing for you to be based at
                         any office or location other than its corporate
                         headquarters.

               The remainder of the Restricted Stock shall be forfeited as of
the Date of Termination and CSX shall have no obligation as to vesting of such
forfeited Restricted Stock, nor any obligation to pay further monies pursuant to
Paragraph 1 of this Agreement with respect to any of the Restricted Stock.

               (c) Recipient shall be solely responsible for any and all
federal, state, and local taxes which may be imposed on him as a result of his
receipt of the Restricted Stock, the vesting thereof and his receipt of
dividends pursuant to Section 1.

         3.    In the event of any change (such as recapitalization, merger,
consolidation, stock dividend, or otherwise) in the character or amount of CSX
Corporation common stock, $1 par value, prior to vesting of the Restricted Stock
pursuant to Paragraph 1 of this Agreement, (a) the number of shares of
Restricted Stock to which Recipient shall be entitled shall be the same as if he
had actually owned the Restricted Stock without restriction at the time of such
change, and (b) the amount of the cash to be paid to Recipient shall be the
amount of dividends paid on the Restricted Stock following such change in the
number of shares of Restricted Stock.

         4.    Upon the occurrence of the date of a Vesting Event as defined in
the Plan, the Vesting Date will be deemed to have occurred.

         5.    Nothing in this Agreement shall be interpreted or construed to
create a contract of employment between CSX and the Recipient. This Agreement is
intended solely to provide Recipient an incentive to continue his existing
employment.

<PAGE>

                                                                    Exhibit 10.2

Munoz Restricted Stock Agreement
May 7, 2003
Page 3

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of May 7, 2003.

RECIPIENT:                                 CSX CORPORATION


 /s/ Oscar Munoz                           By:    /s/ Robert J. Haulter
---------------------------------             ----------------------------------
Oscar Munoz
                                           Title: /s/ SVP - Human Resources
                                                 -------------------------------
Social Security No.:  xxxxxxxxx
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