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                      FIRST AMENDMENT TO THE
                          DIAMOND HILL
            VARIABLE TERM DEFERRED COMPENSATION PLAN


Section 7.01 of the Variable Term Deferred Compensation Plan
is hereby deleted in its entirety and the following is substituted
therefor:

7.01    Distributions Upon Termination (Other than Death) or
        at a Specified Time.

(a)  Subject to Section 7.05 of this Plan, a Participant's
Accounts will be distributed in accordance with the applicable
Deferral Election Form.  A Participant may elect, at the time he
submits a Deferral Election Form as specified in Section 4.01(b),
to have distributions of the Incentive Compensation deferred for
that Plan Year, as adjusted pursuant to Section 6.03, made:
(i) in a single lump sum payment within ninety (90) days following
either: (A) the Participant's Termination; or (B) the earlier of
(1) a date specified by the Participant on a valid Deferral Election
Form in accordance with Section 4.01(b), or (2) the Participant's
Termination; or (ii) in up to fifteen (15) substantially equal
annual installments beginning on the January 1 following either:
(A) the Participant's Termination and on each January 1 thereafter;
or (B) the earlier of (1) a date specified by the Participant on a
valid Deferral Election Form in accordance with Section 4.01(b)
and every January 1 thereafter, or (2) the Participant's Termination
and on each January 1 thereafter.  Notwithstanding the foregoing,
subject to Section 7.02 of the Plan, no distribution shall occur
until at least the fifth anniversary of the date the Incentive
Compensation was deferred unless in the event of death, Disability
or Change in Control.

(b)  A Participant who has not Terminated (unless otherwise
permitted by the Plan Administrator) may elect to change the time
or form of distribution of the Participant's Plan Benefit (based
on the alternatives described in Section 7.01(a) of this Plan) by
submitting a Distribution Election Change Form to the Plan
Administrator; provided, however, that: (i) such change may not
take effect until at least twelve (12) months after the date on
which such election is made; (ii) the payment with respect to
which such change is made must be deferred (other than a
distribution upon death) for a period of not less than five (5)
years from the date such payment would otherwise have been paid
(or in the case of installment payments treated as a single
payment, from the date the first amount was scheduled to be
paid); and (iii) such change must be made not less than twelve
(12) months before the date the payment is scheduled to be paid
(or in the case of installment payments treated as a single
payment, from the date the first amount was scheduled to be paid)