##### Table of Contents



United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 Commission file number 000-24498
 DIAMOND HILL INVESTMENT GROUP, INC.
  Ohio
    
    65-0190407(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 325 John H. McConnell Blvd., Suite 200, Columbus, Ohio 43215
    
    614-255-3333(Address of principal executive offices) (Zip Code)
    
    (Registrants telephone number)
  Title of each class
    
    Name of each exchange on which registeredCommon shares, no par value
    
    The NASDAQ Stock Market LLC
  o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ
 nd




---



TABLE OF CONTENTS  PART IITEM 1A: Risk FactorsPART IIIITEM 11: Executive CompensationITEM 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersPART IVITEM 15: Exhibits, Financial Statement SchedulesSIGNATURESExhibit 10.7Exhibit 31.1Exhibit 31.2    Table of Contents  EXPLANATORY NOTE




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##### Table of Contents



PART I
 
 ITEM 1A: Risk Factors
  Investment Performance.
  The Companys assets under management, which impact revenue, are subject to significant
fluctuations.
   The Companys success depends on its key personnel, and its financial performance could be
negatively affected by the loss of their services.
  The Company is subject to substantial competition in all aspects of its business.
 
    
    asset management firms,
 
    
    mutual fund companies,
 
    
    commercial banks and thrift institutions,
 
    
    insurance companies,
 
    
    hedge funds, and
 
    
    brokerage and investment banking firms.




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##### Table of Contents



A significant portion of the Companys revenues are based on contracts with the Diamond Hill
Funds that are subject to termination without cause and on short notice.
  The Companys business is subject to substantial governmental regulation.




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##### Table of Contents



PART III
 
 ITEM 11: Executive Compensation
 CORPORATE GOVERNANCE
  Director Independence
  Director Nomination Process




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##### Table of Contents



Executive Committee
  Audit Committee
 http://www.diamond-hill.com
  Compensation Committee
 http://www.diamond-hill.com.
  Nominating Committee
 http://www.diamond-hill.com




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##### Table of Contents



Director Compensation
   Change inPension ValueandNon-Equity
    
    
    NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferredor Paid in
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    All OtherName
    
    Cash(1)
    
    
    Awards(2)
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalLawrence E. Baumgartner
    
    $
    5,000
    
    
    $
    17,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,500David P. Lauer
    
    $
    19,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    49,000David R. Meuse
    
    $
    13,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    43,000Dr. James G. Mathias
    
    $
    12,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,000Diane D. Reynolds
    
    $
    15,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,000Donald B. Shackelford
    
    $
    16,000
    
    
    $
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    46,000
 
 (1)
    
    Consists of cash retainer fees of $5,000 for the Chairs of the Board, Audit
Committee and Compensation Committee, quarterly cash retainers of $2,000 for each board
member, and per Committee meeting fees of $1,000.(2)
    
    The amount shown is the expense, determined under Statement of Financial Accounting
Standards No. 123R (FAS 123R), incurred and recognized in the financial statements in 2008
for awards granted to the Companys directors. On January 18, 2008, each director, with the
exception of Mr. Baumgartner, received a grant of 428 shares for service as a non-employee
director, which had a value of $30,000 based on the market price of the shares on that date.
On May 21, 2008, Mr. Baumgartner received a grant of 189 shares for service as a non-employee
director, which had a value of $17,500 based on the market price of the shares on that date.
Mr. Baumgartner became a director on May 21, 2008, and his grant represents a pro-rated amount
of the annual retainer. These shares were granted under the 2005 Employee and Director Equity
Incentive Plan. For more information on the expensing of these awards, please see note 5 to
the consolidated financial statements contained in Form 10-K for the year ended December 31,
2008. Communications Between Shareholders and the Board
  Compensation Committee Interlocks and Insider Participation




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Code of Business Conduct and Ethics
  Director Attendance at Annual Meetings
  Director Attendance at Board and Committee Meetings
  CompensationBoard
    
    
    Audit Committee
    
    
    CommitteeHeld
    
    
    Attended
    
    
    Held
    
    
    Attended
    
    
    Held
    
    
    AttendedLawrence E. Baumgartner (1)
    
    
    2
    
    
    
    2
    
    
    NA
    
    
    NA
    
    
    
    1
    
    
    
    1R. H. Dillon
    
    
    4
    
    
    
    4
    
    
    NA
    
    
    NA
    
    
    NA
    
    
    NADavid P. Lauer (2)
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    2
    
    
    
    2Dr. James G. Mathias
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    NA
    
    
    NADavid R. Meuse
    
    
    4
    
    
    
    3
    
    
    NA
    
    
    NA
    
    
    NA
    
    
    NADianne D. Reynolds
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    3
    
    
    
    3Donald B. Shackelford
    
    
    4
    
    
    
    4
    
    
    NA
    
    
    NA
    
    
    
    3
    
    
    
    3
 
 (1)
    
    Mr. Baumgartner was elected to the Board of Directors on May 22, 2008. He attended 100% of
the Board meetings held
subsequent to his election.(2)
    
    Mr. Baumgartner replaced Mr. Lauer on the Compensation Committee effective May 22, 2008. Mr.
Baumgartner and Mr. Lauer both attended 100% of the Compensation Committee meetings held while they were members of
the Committee.NA
    
    - Board member was not a member of the respective committee. Certain Relationships and Related Person Transactions
  EXECUTIVE OFFICERS AND COMPENSATION INFORMATION




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##### Table of Contents



Position(s) HeldNamed Executive Officer
    
    Age
    
    with the CompanyJames F. Laird
    
    
    52
    
    
    Chief Financial Officer and
Treasurer of the Company since
December 2001; President of
Diamond Hill Funds since
December 2001; Certified Public
Accountant (inactive) and
holder of several NASD
licenses, including Series 7,
24 and 63.
 Compensation Discussion and Analysis
 Background
   
    
    An investment-centric culture,
 
    
    Ownership in the business,
 
    
    Central Ohio location, and
 
    
    Nationally competitive compensation.
  Compensation Program Objectives




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##### Table of Contents



Rewards Based on Performance
  Compensation Setting Process
 Role of our Compensation Committee
 16(b) of
 
    
    To review and approve the corporate goals and objectives relevant to the compensation of
the CEO, to evaluate the CEOs performance in light of these goals and objectives, and,
based on this evaluation, make recommendations to the Board for the independent Directors
to approve the CEOs compensation level (including any long-term incentive or other
compensation under any incentive-based or equity-based compensation plan);
 
    
    To review managements recommendations and make recommendations to the Board with
respect to Director and other non-CEO executive officer compensation provided; however,
that the Committee has full decision-making powers with respect to compensation intended to
be performance-based compensation within the meaning of Section 162(m) of the Internal
Revenue Code;
 
    
    To retain compensation consultants as necessary to assist in its evaluation of Director,
CEO or other senior executive compensation programs or arrangements. The Committee also
has the authority to obtain advice and assistance from internal or external legal,
accounting or other advisors;
 
    
    To review managements recommendations and make recommendations to the Board with
respect to incentive-based compensation and equity-based compensation plans and programs
that are subject to Board approval, and that may be applicable to all or any portion of the
employees of the company and/or its subsidiaries; and
 
    
    To exercise all power and authority of the Board in the administration of equity-based
incentive compensation plans.




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##### Table of Contents



Role of Management
  Use of Compensation Consultants and Surveys in Determining Executive Compensation
   Elements of Compensation
  
    
    Base salary;
 
    
    Annual performance-based incentive awards;
 
    
    Retirement plan benefits; and
 
    
    Other benefits and perquisites made available to all Company employees
 Base Salary
  Annual Performance-based Incentive Awards




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
    
    If adjusted profit margin was at or above 33 percent then Mr. Dillon and Mr. Laird would
be eligible to earn 20 percent and 5 percent, respectively, of the Bonus Pool;
 
    
    If adjusted profit margin was between 30 and 33 percent then Mr. Dillon and Mr. Laird
would be eligible to earn 16 percent and 4 percent, respectively, of the Bonus Pool;
 
    
    If the adjusted profit margin was between 20 and 30 percent then Mr. Dillon and Mr.
Laird would be eligible to earn 1.6 percent to 16 percent and 0.4 percent to 4 percent,
respectively, (both increasing in a linear fashion as the margin increases from 20 to 30
percent) of the Bonus Pool; and
 
    
    If the adjusted profit margin was below 20 percent then Mr. Dillon and Mr. Laird would
not be eligible for any award.




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##### Table of Contents



Retirement Plan Benefits
  Other Benefits and Perquisites
  Post Employment Payments
  Report Of The Compensation Committee




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##### Table of Contents



The foregoing report is provided by the following directors, who constitute the Compensation
Committee:
 Donald B. Shackelford, ChairmanLawrence E. BaumgartnerDiane D. Reynolds, Esq.
 Executive Compensation Information
 Summary Compensation Table.
 Change inPension ValueandNonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    DeferredPrincipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPosition
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards(1)
    
    
    Awards
    
    
    Compensation(2)
    
    
    Earnings
    
    
    Compensation(3)
    
    
    TotalR.H. Dillon
    
    
    2008
    
    
    $
    360,000
    
    
    
    
    
    
    $
    929,750
    
    
    
    
    
    
    $
    1,150,250
    
    
    
    
    
    
    $
    27,600
    
    
    $
    2,467,600President and Chief
    
    
    2007
    
    
    $
    360,000
    
    
    
    
    
    
    $
    1,750,000
    
    
    
    
    
    
    $
    740,000
    
    
    
    
    
    
    $
    27,000
    
    
    $
    2,877,000Executive Officer
    
    
    2006
    
    
    $
    360,000
    
    
    $
    640,000
    (4)
    
    $
    2,457,750
    
    
    
    
    
    
    $
    352,250
    
    
    
    
    
    
    $
    26,400
    
    
    $
    3,836,400James F. Laird
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    $
    350,000
    
    
    
    
    
    
    $
    170,000
    
    
    
    
    
    
    $
    24,000
    
    
    $
    744,000Secretary, Treasurer and
    
    
    2007
    
    
    $
    180,000
    
    
    
    
    
    
    $
    475,000
    
    
    
    
    
    
    $
    147,500
    
    
    
    
    
    
    $
    21,600
    
    
    $
    824,100Chief Financial Officer
    
    
    2006
    
    
    $
    180,000
    
    
    
    
    
    
    $
    560,000
    
    
    
    
    
    
    $
    160,000
    
    
    
    
    
    
    $
    21,600
    
    
    $
    921,600
 
 (1)
    
    The amount shown is the expense, determined under FAS 123R, incurred and
recognized in the Companys financial statements for shares awarded to Messrs. Dillon and
Laird under the 2005 Employee and Director Equity Incentive Plan as partial payment for
amounts earned under our 2008, 2007 and 2006 annual incentive plans. For satisfaction of
performance goals in 2008, on February 23, 2009, Mr. Dillon and Mr. Laird were awarded 25,000
and 9,411, respectively, fully-vested shares that are restricted from sale for one year. For
satisfaction of performance goals in 2007, on January 18, 2008, Mr. Dillon and Mr. Laird were
awarded 25,000 and 6,786, respectively, fully-vested shares that are restricted from sale for
one year. For satisfaction of performance goals in 2006, (i) Mr. Dillon was awarded on
January 31, 2007, 25,000 fully-vested shares that are restricted from sale for three years,
and (ii) Mr. Laird was awarded on January 31, 2007, 2,797 fully-vested shares that are
restricted from sale for one year and 1,678 fully-vested shares that are restricted from sale
for three years, and on February 14, 2007, was awarded 1,137 fully-vested shares that are
restricted from sale for three years. For more information on the expensing of these awards,
please see note 5 to the consolidated financial statements contained in Form 10-K for the year
ended December 31, 2008.(2)
    
    Represents cash awards paid to Messrs. Dillon and Laird as partial payment for
amounts earned under our 2008, 2007 and 2006 annual incentive plans. For more information on
our annual incentive compensation program, please see the information above under the heading
Compensation Discussion and Analysis.(3)
    
    Consists of the value of our matching contributions to Mr. Dillons and Mr. Lairds
accounts under the Companys 401k plan. This contribution is made only in shares of the
Company and the amount is based on the fair market value of our shares on the date of
contribution.(4)
    
    Represents a discretionary cash bonus paid to Mr. Dillon for 2006.




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##### Table of Contents



Grants of Plan Based Awards.
 AllOther
    
    
    
    
    
    
    
    
    
    
    GrantStock
    
    
    
    
    
    
    
    
    
    
    DateAwards:
    
    
    All Other
    
    
    
    
    
    
    FairNumber
    
    
    Option
    
    
    
    
    
    
    ValueOf
    
    
    Awards:
    
    
    Exercise
    
    
    ofEstimated Possible Payouts
    
    
    Estimated Possible Payouts
    
    
    Shares
    
    
    Number of
    
    
    Or Base
    
    
    StockUnder Non-Equity Incentive
    
    
    Under Equity Incentive
    
    
    Of
    
    
    Securities
    
    
    Price of
    
    
    andGrant
    
    
    Plan Awards(2)
    
    
    Plan Awards(2)
    
    
    Stock
    
    
    Underlying
    
    
    Option
    
    
    OptionName
    
    Date(1)
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Or Units
    
    
    Options
    
    
    Awards
    
    
    AwardsMr. Dillon
    
    
    3/25/08
    
    
    $
    1
    (3)
    
    
    
    
    
    $
    2,600,000
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/25/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1
    (4)
    
    
    
    
    
    $
    2,600,000
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mr. Laird
    
    
    3/25/08
    
    
    $
    1
    (3)
    
    
    
    
    
    $
    650,000
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/25/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1
    (4)
    
    
    
    
    
    $
    650,000
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    On March 25, 2008, the Company entered into participation agreements with Messrs.
Dillon and Laird under the 2006 Performance-Based Compensation Plan. The performance period
for these awards was the 2008 fiscal year. These awards were granted in accordance with
Section 162(m) of the Internal Revenue Code so amounts paid are deductible by the Company as
performance-based compensation. The performance conditions applicable to these awards are
discussed in the Compensation Discussion and Analysis above. Although amounts awarded under
the 2006 Performance-Based Compensation Plan are denominated in dollars, once such amounts are
earned, they are paid, at the discretion of the Compensation Committee, in both cash and in
shares of the Company.(2)
    
    Because the amount of the award ultimately earned is based on the satisfaction of
performance criteria, partial satisfaction could result in a payment as little as $1, ranging
to the maximum depending on the extent to which the performance goals are met; provided,
however, that the aggregate value of the cash and shares awarded may not exceed the maximum
$2,600,000 and $650,000 for Mr. Dillon and Mr. Laird, respectively, in fiscal 2008). The
maximum is the largest amount that could have been earned for fiscal 2008 upon the
satisfaction of all of the performance goals specified in the participation agreement.
Because the amount of the award varies based upon the extent of satisfaction of the
performance goals, there is no specified target amount. Each of Mr. Dillon and Mr. Laird
earned less than the maximum amount available to him under the annual incentive plan for 2008.(3)
    
    The cash portion of the award earned by Messrs. Dillon and Laird under the annual
incentive plan for 2008 is identified in the Summary Compensation Table and in the above
table in the Non-Equity Incentive Plan column.(4)
    
    The value of shares awarded under the annual incentive plan for 2008 is determined
based on the closing price of the shares on the day of payment. The shares awarded to Messrs.
Dillon and Laird were awarded under the 2005 Employee and Director Incentive Plan. The stock
portion of the award earned by Messrs. Dillon and Laird under the annual incentive plan for
2008 is identified in the Summary Compensation Table and in the above table in the Stock
Awards and Equity Incentive Plan Awards column, respectively. Outstanding Equity Awards at December 31, 2008.




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##### Table of Contents



Option Exercises and Stock Vested.
 Option Awards
    
    
    Stock Awards(1)Number of SharesAcquired on
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value RealizedName
    
    Exercise(2)
    
    
    on Exercise(3)
    
    
    Acquired on Vesting
    
    
    on Vesting(4)Mr. Dillon
    
    
    3,500
    
    
    $
    157,500
    
    
    
    25,000
    
    
    $
    929,750Mr. Laird
    
    
    2,500
    
    
    $
    147,650
    
    
    
    9,411
    
    
    $
    350,000
 
 (1)
    
    Reflects stock awards under the 2005 Employee and Director Equity Incentive Plan to
Messrs. Dillon and Laird as partial payment for amounts earned under the 2007 annual incentive
plan. These awards were immediately vested on the date of grant, although are restricted from
sale for a period of one year. For more information on these awards see the Summary
Compensation Table and the Grants of Plan-Based Awards Table above.(2)
    
    Represents the total number of shares underlying the exercised options.(3)
    
    The value realized on exercise is the difference between the closing price of the
underlying securities on the date of exercise and the exercise price, multiplied by the number
of shares acquired.(4)
    
    The value realized is the number of shares vested, multiplied by the closing price
of the shares on the date of vesting. Pension Plans and Non-Qualified Deferred Compensation.
 Employment Agreements and Change In Control Benefits.
 Employment Agreement with Mr. Dillon
  1.
    
    his accrued and unpaid base salary and vacation and unreimbursed business expenses as
of the date of termination ($0 at December 31, 2008);2.
    
    payments, if any, under benefit plans and programs in effect at the time. The Company
currently has no benefit plans that would result in payments upon termination;3.
    
    a single lump sum payment equal to six months base salary at his annual salary rate in
effect at the date of termination ($180,000 at December 31, 2008);4.
    
    beginning in the seventh month after the date of termination, six monthly payments of
his monthly base salary ($180,000 at December 31, 2008);5.
    
    a pro rata portion of any amounts earned under the annual incentive plan for the year
in which the termination occurs ( $2,080,000 at December 31, 2008 because the year was
complete); and6.
    
    a lump sum payment equal to the amount, if any, he received under the annual incentive
plan for the preceding year ($2,080,000).




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##### Table of Contents




    
    his accrued and unpaid base salary and vacation and unreimbursed business expenses
as of the date of termination ($0 at December 31, 2008);
 
    
    payments, if any, under benefit plans and programs in effect at the time. The
Company currently has no benefit plans that would result in payments upon termination;
 
    
    a single lump sum payment equal to his annual base salary and incentive plan
compensation payable to him for the most recently completed fiscal year ($2,080,000 at
December 31, 2008); and
 
    
    a single lump sum payment equal to 12 months of premium payments for coverage for
Mr. Dillon and his family under our group health plan ($4,340 at December 31, 2008).




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##### Table of Contents



ITEM 12:
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   Equity Compensation Plan Information
 (a)1
    
    
    (b)
    
    
    (c)2Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    
    future issuance underto be issued upon the
    
    
    Weighted-average
    
    
    equity compensationexercise of
    
    
    exercise price of
    
    
    plans (excludingoutstanding options,
    
    
    outstanding options,
    
    
    securities reflected inPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    column (a))Equity compensation plans approved
by security holders
    
    
    
    
    
    
    
    
    
    
    509,226Equity compensation plans not approved
by security holders
    
    
    10,000
    
    
    $
    13.00
    
    
    
    Total
    
    
    10,000
    
    
    $
    13.00
    
    
    
    509,226
 1
    
    The amount appearing under the Number of securities to be issued upon the exercise of
outstanding options, warrants and rights represents shares underlying warrants issued to
former members of the Board of Directors for compensatory purposes.2
    
    The amount appearing under Number of securities remaining available for future issuance
under equity compensation plans relates to our 2005 Employee and Director Equity Incentive
Plan. The maximum aggregate number of shares that may be granted and/or sold under our 2005
Employee and Director Equity Incentive Plan is annually increased on December 31 by an amount
equal to the lesser of (i) 100,000 shares, (ii) 5% of the Companys total outstanding shares
on such date, or (iii) a lesser amount determined by the Board of Directors.




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##### Table of Contents



PART IV
 
 
 ITEM 15: Exhibits, Financial Statement Schedules
 (1)
    
    Financial Statements: See Part II. Item 8, Financial Statements and Supplementary Data.(2)
    
    Financial Statement Schedules are omitted because they are not required or the required
information is included in the financial statements or notes thereto.(3)
    
    Exhibits
 3.1
    
    
    Amended and Restated Articles of Incorporation of the Company.
(Incorporated by reference from Form 8-K Current Report for the event
on May 2, 2002 filed with the SEC on May 7, 2002; File No.
000-24498.)3.2
    
    
    Code of Regulations of the Company. (Incorporated by reference from
Form 8-K Current Report for the event on May, 2002 filed with the SEC
on May 7, 2002; File No. 000-24498.)10.1
    
    
    Representative Investment Management Agreement between Diamond Hill
Capital Management, Inc. and the Diamond Hill Funds. (Incorporated
by reference from Exhibit 23d(viiI) to Post-Effective Amendment Nos.
22 and 23 to Registration Statement on Form N1-A (File Nos. 333-22075
and 811-08061) filed by Diamond Hill Funds on December 30, 2005)10.2
    
    
    Sixth Amended and Restated Administrative and Transfer Agency
Services Agreement dated as of May 31, 2002, as amended, between
Diamond Hill Capital Management, Inc. and the Diamond Hill Funds.
(Incorporated by reference from Exhibit 23h(vi) to Post-Effective
Amendment Nos. 26 and 27 to Registration Statement on Form N1-A (File
Nos. 333-22075 and 811-08061) filed by Diamond Hill Funds on April
30, 2008)10.3
    
    
    2005 Employee and Director Equity Incentive Plan, as amended January
1, 2008. (Incorporated by reference from Form 10-K filed with the
SEC on March 14, 2008; File No. 000-24498.)10.4
    
    
    2006 Performance-Based Compensation Plan, as amended January 1, 2008.
(Incorporated by reference from Form 10-K filed with the SEC on
March 14, 2008; File No. 000-24498.)10.5
    
    
    Employment Agreement between the Company and Roderick H. Dillon, Jr.
dated August 10, 2006, as amended February 28, 2008. (Incorporated
by reference from Form 10-K filed with the SEC on March 14, 2008;
File No. 000-24498.)10.6
    
    
    First Amendment to the Amended and Restated Employment Agreement
between the Company and Roderrick H. Dillon, Jr. dated December 2,
2008. (Incorporated by reference from Form 10-K filed with the SEC on
March 13, 2009; File No. 000-24498.)10.7
    
    
    Form Of Participation Agreement to the 2006 Performance-Based
compensation Plan, as amended January 1, 2008. (Filed herewith)14.1
    
    
    Amended Code of Business Conduct and Ethics. (Incorporated by
reference from Form 10-K filed with the SEC on March 13, 2009; File
No. 000-24498.)21.1
    
    
    Subsidiaries of the Company. (Incorporated by reference from Form
10-K filed with the SEC on March 13, 2009; File No. 000-24498.)23.1
    
    
    Consent of Independent Registered Public Accounting Firm, Plante &
Moran, PLLC. (Incorporated by reference from Form 10-K filed with the
SEC on March 13, 2009; File No. 000-24498.)31.1
    
    
    Certification of Chief Executive Officer required by Rule 13a-14(a)
or Rule 15d-14(a). (Filed herewith)31.2
    
    
    Certification of Chief Financial Officer required by Rule 13a-14(a)
or Rule 15d-14(a). (Filed herewith)32.1
    
    
    Section 1350 Certifications. (Incorporated by reference from Form
10-K filed with the SEC on March 13, 2009; File No. 000-24498.)




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##### Table of Contents



SIGNATURES
   By:
    
    /s/ James F. Laird

James F. Laird 
Chief Financial Officer, Treasurer and Secretary
   Signature
    
    Title
    
    Date/s/ Gary R. Young

Gary R. Young
    
    Controller
    
    January 29, 2010