FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR RODERICK H. DILLON, JR

Exhibit 10.6

FIRST AMENDMENT TO THE
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
FOR
RODERICK H. DILLON, JR.

This First Amendment to the Amended and Restated Employment Agreement for Roderick H. Dillon, Jr. dated as of February 28, 2008 (“Agreement”) is effective as of this 2 ^nd day of December, 2008.

RECITALS

WHEREAS , Diamond Hill Investment Group, Inc. (the “Employer”) and Roderick H. Dillon, Jr. (the “Executive”) previously entered into the Agreement, as amended and restated for the purpose of complying with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”); and

WHEREAS , the Employer and the Executive desire to make additional amendments the Agreement as provided herein with respect to the requirements of Section 409A of Code; and

WHEREAS , Paragraph 18 of the Agreement permits the parties to amend the agreement in writing signed by each.

AMENDMENT

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Executive and the Employer hereby amend the Agreement as follows:

All Bonus payments to be made pursuant to this Paragraph 3(b) will be made pursuant to the terms and conditions of the Performance Plan and will be paid to the Executive in either cash or equity awards under the Employer’s Equity Incentive Plan in the calendar year following the calendar year for which such Bonus is payable and no later than March 15 ^th thereof, and such payment shall not include a deferral feature.

1

Each payment, and each installment thereof, described in i. through v. above shall be treated as a right to a separate payment under Section 409A of the Code.

ii. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs, provided that any such payment not otherwise exempt under Code Section 409A that is payable in connection with Executive’s termination from service shall be paid no earlier than the 181 ^st day following his separation from service within the meaning of Code Section 409A and any payment that would have been made during the six months following Executive’s separation from service but for this clause ii. shall be paid on the first business day following the 181 ^st day after Executive’s separation from service.