Exhibit 10.4
  FIRST AMENDMENT TO
DIAMOND HILL INVESTMENT GROUP, INC.
AMENDED AND RESTATED
2005 EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLAN
 Company Plan
          1.
    
    Section 6(a)(i) of the Plan is hereby deleted in its entirety and the following is
substituted therefor:




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2.
    
    Section 7(a) of the Plan is hereby deleted in its entirety and the following is substituted
therefor:
 Grant of Restricted Stock Units or Restricted Stock
 3.
    
    Section 8(a) of the Plan is hereby deleted in its entirety and the following is substituted
therefor:
 Stock Grant
 4.
    
    Section 9(a) of the Plan is hereby deleted in its entirety and the following is substituted
therefor:
 Grant of SARs
  2




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5.
    
    Section 11(f) of the Plan is hereby deleted in its entirety and the following is substituted
therefor:
 Disability of a Participant provided, however
   3




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7.
    
    Redesignated Section 11(g) of the Plan is hereby deleted in its entirety and the following is
substituted therefor:
 Death of a Participant provided, however
   4




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nd
 DIAMOND HILL INVESTMENT GROUP, INC.By:James F. LairdIts:
    
    Chief Financial Officer
 DIAMOND HILL INVESTMENT GROUP, INC.
 AMENDED AND RESTATED
 2005 EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLAN
 RESTRICTED STOCK GRANT
  NOTICE OF GRANT  Name:
 Address:
  Grant NumberDate of GrantTotal Number of Shares GrantedPurchase Price per Share
    
    $Total Purchase Price
    
    $
  5




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IF YOU WOULD LIKE TO ACCEPT THIS GRANT, YOU MUST EXECUTE AND DELIVER THE RESTRICTED STOCK PURCHASE
AGREEMENT ATTACHED HERETO AS EXHIBIT A AND THE TOTAL PURCHASE PRICE FOR THE SHARES TO THE
COMPANY WITHIN TEN (10) DAYS OF THE DATE OF GRANT. FAILURE TO ACCEPT THE GRANT WITHIN THE
PERMITTED TIME PERIOD WILL RESULT IN THE AUTOMATIC TERMINATION OF THIS GRANT AND YOU WILL HAVE NO
FURTHER RIGHT TO ACQUIRE THE SHARES.
 TERMS OF GRANT
 Grant
 Acceptance of Grant
 Deadline
 Method of Acceptance Exhibit A
 Method of Payment
    6




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Non-Transferability of Grant
 Entire Agreement; Governing Law
 No Guarantee of Continued Service
 DIAMOND HILL INVESTMENT GROUP, INC.an Ohio corporationBy:Name:Its:Date:
  7




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EXHIBIT A
 DIAMOND HILL INVESTMENT GROUP, INC.
 2005 EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLAN
 RESTRICTED STOCK PURCHASE AGREEMENT
   Sale of Shares
 Payment of Purchase Price
 The Companys Repurchase Option
 Vesting Schedule
 Unreleased Shares; Repurchase Option
  A-1




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Assignment of Repurchase Option
 Released Shares
 Escrow of Shares
 Escrow Exhibit A-1 Exhibit A-2
 Duties of the Escrow Agent
  A-2




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Shareholder Rights
 Restriction on Transfer
 Legends
  Adjustment for Stock Split
 Tax Consequences
 Purchasers Responsibility
 Section 83(b) Election Exhibit A-3
  A-3




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General Provisions
 Governing Law
 Entire Agreement
 No Guarantee of Continued Service
 Notice
  A-4




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Assignment
 Waiver; Amendment
 Counterparts; Facsimile
 Severability
 Further Actions
  Signature page immediately follows.
  A-5




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THE PURCHASER:Name:Signature:Address:Date:THE COMPANY:DIAMOND HILL INVESTMENT GROUP, INC.,an Ohio corporationBy:Name:Its:Date:Address:
    
    375 North Front Street, Suite 300
Columbus, OH 43215
Attention: James Laird
  A-6




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EXHIBIT A-1
 ASSIGNMENT SEPARATE FROM CERTIFICATE
    Signature:Name:
 INSTRUCTIONS:
  A-1-1




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EXHIBIT A-2
 JOINT ESCROW INSTRUCTIONS
            A-2-1




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A-2-2




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COMPANY:
    
    Diamond Hill Investment Group, Inc.
375 North Front Street, Suite 300
Columbus, OH 43215
Attention:PURCHASER:ESCROW AGENT:
    
    Diamond Hill Investment Group, Inc.
375 North Front Street, Suite 300
Columbus, OH 43215
Attention: Secretary
  A-2-3




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A-2-4




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DIAMOND HILL INVESTMENT GROUP, INC.an Ohio corporationBy:Name:Its:PURCHASER:SignaturePrint Name
    By:Secretary
  A-2-5




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EXHIBIT A-3
 ELECTION UNDER SECTION 83(b)
 OF THE INTERNAL REVENUE CODE OF 1986
  1.
    
    The name, address, taxpayer identification number and taxable year of the undersigned are
as follows:
 NAME:
    
    TAXPAYER:
    
    SPOUSE:ADDRESS:IDENTIFICATION NO.:
    
    TAXPAYER:
    
    SPOUSE:
   2.
    
    The date on which the property was transferred is: _____________________, _________________.3.
    
    The property is subject to the following restrictions:The Shares may be repurchased by the Company, or its assignee, upon certain events.
This right lapses with regard to a portion of the Shares based on the continued
performance of services by the taxpayer or the meeting of performance goals by the
taxpayer over time.4.
    
    The fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such property
is: $_____.5.
    
    The amount (if any) paid for such property is: $_____.
   A-3-1




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The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner
  Taxpayer
   Spouse of Taxpayer
  A-3-2