Exhibit 10.2

                           RESTRICTED STOCK AGREEMENT
                      UNDER THE THIRD AMENDED AND RESTATED
               WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN

         WHEREAS, WESTWOOD HOLDINGS GROUP, INC., a Delaware corporation (the
"Company"), previously established the Third Amended and Restated Westwood
Holdings Group, Inc. Stock Incentive Plan (the "Plan"); and

         WHEREAS, this RESTRICTED STOCK AGREEMENT (the "Agreement"), is made as
of the 25th day of May, 2006, between the Company and Susan M. Byrne (the
"Employee"), and sets forth the terms of the Restricted Shares (as defined
below) issued to Employee pursuant to the Plan's terms; and

         WHEREAS, the Compensation Committee of the Board of Directors (the
"Committee") has determined that it is in the best interests of the Company to
establish a qualifying performance-based vesting formula for the Restricted
Shares, subject to approval by the Company's stockholders, to qualify for an
exemption from the limits on deductibility of executive compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code");
and

         WHEREAS, at its meeting on February 23, 2006, the Committee approved
the material terms of the performance-based vesting for the Restricted Shares;
and

         WHEREAS, all of the terms and provisions of the Plan are incorporated
herein by reference and made a part hereof, and all capitalized terms used but
not defined in this Agreement have the meanings set forth in the Plan.

         NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

1.       Grant of Restricted Stock. The Company hereby grants to Employee, on
         the terms and conditions hereinafter set forth, 300,000 shares of the
         presently authorized but unissued Common Stock, $.01 par value per
         share, of the Company (the "Restricted Stock").

2.       Issue Date and Performance Vesting Terms.

         A.       The Issue Date of the Restricted Stock shall be May 25, 2006.

         B.       The Restricted Stock granted to Employee hereunder, subject to
                  the other terms and conditions set forth herein, shall become
                  vested over a period of six (6) fiscal years 16.67% per fiscal
                  year, provided that, with respect to each fiscal year the
                  performance goal for such period has been met. For the first
                  fiscal year (through December 31, 2006), the performance goal
                  shall be an increase in the Company's "adjusted pre-tax
                  income" of 10% or more for the 2006 fiscal year when compared
                  to the prior fiscal year. In each subsequent vesting year, the
                  performance goal for further vesting of the Restricted Stock
                  will be determined by the Committee and established no later
                  than ninety (90) days after the commencement of such fiscal
                  year. If, in any year, the performance goal is not met, the
                  Committee may establish a goal for a subsequent year which, if
                  achieved or exceeded, may result in full or partial vesting of
                  the shares that did not otherwise become vested in a prior
                  year. Performance goals will in all events be based upon the
                  Company's "adjusted pre-tax income."

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         C.       Vesting of the Restricted Stock for a given year shall only
                  occur following certification by the Committee of the
                  achievement of the related performance goal. Future years'
                  performance goals shall be set forth in Addenda to this
                  Agreement, signed by the Company and the Employee. For
                  purposes of this Agreement, "adjusted pre-tax income" is
                  determined based on the Company's audited financial statements
                  as the Company's income before income tax, increased by = (i)
                  the expense incurred for the year for the Performance-Based
                  Annual Incentive Awards to the chief executive officer and
                  chief investment officer, (ii) the expense incurred for the
                  year for Performance-Based Restricted Stock Awards to the
                  chief executive officer and chief investment officer and (iii)
                  the expense incurred for the year for incentive compensation
                  for all of the Company's other employees.

         D.       Upon the death of the Employee, all of the Restricted Stock
                  shall become 100% vested, effective upon the date of death.
                  Upon termination of employment of Employee (for any reason
                  other than death), any shares of Restricted Stock that have
                  not vested shall be forfeited to the Company without
                  consideration; provided, however, that Employee's Employment
                  Agreement may provide other terms applicable to the vesting of
                  such unvested shares of Restricted Stock in the event of the
                  termination of Employee's employment.

3.       Employment of Employee. As an inducement to the Company to issue the
         Restricted Stock to Employee, and as a condition thereto, Employee
         acknowledges and agrees that, without limitation of her rights under
         any employment agreement with the Company, neither the issuance of the
         Restricted Stock to Employee nor any provision contained herein shall
         entitle Employee to remain in the employment of the Company or its
         affiliates or affect the right of the Company to terminate Employee's
         employment at any time.

4.       Restrictions on Transfer.

         A.       Under no circumstances shall any sale or other transfer of any
                  shares of Restricted Stock be valid unless and until the
                  shares proposed to be sold or transferred are fully vested.

         B.       The spouse of Employee shall execute a signature page to this
                  Agreement as of the date hereof and agree to be bound in all
                  respects by the terms hereof to the same extent as Employee.
                  The spouse further agrees that should he predecease Employee
                  or become divorced from Employee, any of the shares of
                  Restricted Stock which such spouse may own or in which he may
                  have an interest shall remain subject to this Agreement.

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5.       Notices; Deliveries. Any notice or delivery required to be given under
         the terms of this Agreement shall be addressed to the Company at its
         principal office, and any notice or delivery to be given to Employee
         shall be addressed to her at the address given by her and appearing in
         the Company's records or such other address as either party hereto may
         hereafter designate in writing to the other. Any such notice or
         delivery shall be deemed to have been duly given when addressed as
         aforesaid, registered or certified mail, and deposited (postage or
         registration or certification fee prepaid) in a post office or branch
         post office regularly maintained by the United States.

6.       Disputes. As a condition of the granting of the Restricted Stock
         hereby, Employee and her heirs and successors agree that any dispute or
         disagreement which may arise hereunder shall be determined by the
         Company's Board of Directors in its sole discretion and judgment, and
         that any such determination and any interpretation by the Board of
         Directors of the terms of this grant of Restricted Stock shall be final
         and shall be binding and conclusive, for all purposes, upon the
         Company, Employee, her heirs and personal representatives.

7.       Certificates.

         A.       The certificate(s) representing the shares of Restricted Stock
                  granted hereby will be stamped or otherwise imprinted with the
                  legend required by the Plan with respect to any applicable
                  restrictions on the sale or transfer of such shares, and the
                  stock transfer records of the Company will reflect stop
                  transfer instructions with respect to such shares.

         B.       At the election of the Company, the Company may retain the
                  certificate(s) representing the shares of Restricted Stock
                  granted to Employee pursuant to this Agreement until such time
                  as the vesting restrictions set forth in Section 2 have lapsed
                  and the restrictions on the transfer of such Restricted Stock
                  set forth in Section 4 have terminated or are removed by the
                  Board of Directors. Within a reasonable time thereafter, the
                  Company will deliver to Employee a new certificate
                  representing such shares, free of the legend referred to in
                  paragraph A above. The issuance of such certificate shall not
                  affect any restrictions upon the transferability of such
                  shares pursuant to applicable law or otherwise.

         C.       If the Company elects to issue the certificate(s) representing
                  the shares of Restricted Stock granted hereunder prior to the
                  termination or lapse of the restrictions on vesting and
                  transfer, the legend referred to in paragraph A above shall
                  remain on such certificate(s) until such time as the vesting
                  and transfer restrictions have terminated or lapsed or are
                  removed by the Board of Directors.

8.       Restricted Stock Subject to Plan. The Restricted Stock granted hereby
         is subject to the Plan. If a conflict exists between any term or
         provision contained herein and a term or provision of the Plan, the
         applicable terms and provisions of the Plan will govern and prevail.

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9.       Miscellaneous.

         A.       Employee hereby agrees that (i) Employee is acquiring the
                  Restricted Stock for investment purposes and not with a view
                  to the resale or distribution thereof; (ii) the Company may
                  withhold from Employee any payment or consideration to be paid
                  to Employee by the Company, any tax which the Company believes
                  is required to be withheld with respect to any benefit under
                  the Plan or this Restricted Stock Agreement, and to hold as
                  security for the amount to be withheld any property otherwise
                  distributable to Employee under the Plan until the amounts
                  required to be withheld have been so withheld; and (iii)
                  Employee will make appropriate arrangements with the Company
                  for satisfaction of any applicable federal, state or local
                  income tax, withholding requirements or like requirements.

         B.       If any party to this Agreement so required under this
                  Agreement fails or refuses to comply with the provisions of
                  this Agreement, then in addition to any other remedies
                  provided by law or this Agreement, the party affected thereby
                  may institute and maintain a proceeding to compel the specific
                  performance of this Agreement by the party so defaulting.

         C.       Within 30 days after the date of this Agreement, Employee may
                  make an election with the Internal Revenue Service under
                  Section 83(b) of the Internal Revenue Code and the regulations
                  promulgated thereunder.

         D.       This Agreement shall be binding upon and inure to the benefit
                  of any successor or successors of the Company.

         E.       The interpretation, performance and enforcement of this
                  Agreement shall be governed by the laws of the State of Texas.

         F.       This Agreement may be executed in multiple counterparts, each
                  of which shall be deemed an original, but all of which
                  collectively shall constitute a single instrument.

         G.       If any one or more of the provisions or parts of a provision
                  contained in this Agreement shall for any reason be held to be
                  invalid, illegal or unenforceable in any respect in any
                  jurisdiction, such invalidity, illegality or unenforceability
                  shall not affect any other provision or part of a provision of
                  this Agreement or any other jurisdiction, but this Agreement
                  shall be reformed and construed in any such jurisdiction as if
                  such invalid or illegal or unenforceable provision or part of
                  a provision had never been contained herein and such provision
                  or part shall be reformed so that it would be valid, legal and
                  enforceable to the maximum extent permitted in such
                  jurisdiction.

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         IN WITNESS WHEREOF, the Company has, as of the date and place first
above written, caused this Agreement to be executed on its behalf by its
authorized officer and Employee has hereunto set her hand as of the date and
place first above written.

                                            WESTWOOD HOLDINGS GROUP, INC.

                                            By:   /s/ William R. Hardcastle, Jr.
                                                  ------------------------------
                                            Name: William R. Hardcastle, Jr.
                                            Its:  Chief Financial Officer

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                             EMPLOYEE SIGNATURE PAGE
                             -----------------------
                          TO RESTRICTED STOCK AGREEMENT
                          -----------------------------

Employee Name:    SUSAN M. BYRNE

Signature         /s/ Susan M. Byrne
                  --------------------------

         I, the undersigned, being the spouse of the above-named Employee,
hereby acknowledge that I have read and understand the foregoing Restricted
Stock Agreement under the Third Amended and Restated Westwood Holdings Group,
Inc. Stock Incentive Plan, and I agree to be bound by the terms thereof.

Spouse Name:      WILLIAM MONTGOMERY

Signature         /s/ William Montgomery
                  --------------------------