ORIGINAL FILING ON SCHEDULE 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A99Cd65HACFfbMKYfoD4xqyOjtUT6ImrOKffACgEBXor4wV2/tiJfeIRApJXku/M CEmgZNZjc9BnEr4KRAegvw== 0000950123-07-013832.txt : 20071015 0000950123-07-013832.hdr.sgml : 20071015 20071015172234 ACCESSION NUMBER: 0000950123-07-013832 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071015 DATE AS OF CHANGE: 20071015 GROUP MEMBERS: VESTAR ASSOCIATES CORP IV GROUP MEMBERS: VESTAR ASSOCIATES IV, L.P. GROUP MEMBERS: VESTAR/D&P HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Duff & Phelps Corp CENTRAL INDEX KEY: 0001397821 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 208893559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83176 FILM NUMBER: 071172594 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: (212) 871-2000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: Duff & Phelps CORP DATE OF NAME CHANGE: 20070427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VESTAR CAPITAL PARTNERS IV LP CENTRAL INDEX KEY: 0001091468 IRS NUMBER: 134081594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVENUE 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13D 1 y40876sc13d.htm ORIGINAL FILING ON SCHEDULE 13D ORIGINAL FILING ON SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

Duff & Phelps Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

26433B107

(CUSIP Number)

Sander Levy
Vestar Capital Partners IV, L.P.
245 Park Avenue, 41st Floor
New York, New York 10167
(212)351-1600

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

With a copy to:
Christian O. Nagler
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
(212)446-4800

October 3, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		26433B107	Schedule 13D	Page		2		of		14

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Vestar Capital Partners IV, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,583,021*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,583,021*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,583,021*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.1%*

TYPE OF REPORTING PERSON (See Instructions)

* See Item 5.


CUSIP No.		26433B107	Schedule 13D	Page		3		of		14

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Vestar/D&P Holdings LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

334,547*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

334,547*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

334,547*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.0%*

TYPE OF REPORTING PERSON (See Instructions)

* See Item 5.


CUSIP No.		26433B107	Schedule 13D	Page		4		of		14

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Vestar Associates Corporation IV

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,583,021*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,583,021*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,583,021*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.1%

TYPE OF REPORTING PERSON (See Instructions)

* See Item 5.


CUSIP No.		26433B107	Schedule 13D	Page		5		of		14

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Vestar Associates IV, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,583,021*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,583,021*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,583,021*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.1%*

TYPE OF REPORTING PERSON (See Instructions)

* See Item 5.

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Schedule”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Duff & Phelps Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 55 East 52^nd Street, New York, New York, 10055.

Item 2. Identity and Background.

This Statement is being filed by (i) Vestar Capital Partners IV, L.P. (“VCP IV”) and Vestar/D&P Holdings LLC (“V/D&P”, and together with VCP IV, collectively the “Vestar Investors”), by virtue of their direct ownership of New Class A Units of Duff & Phelps Acquisitions LLC (“DPA”) and their beneficial interest in the Issuer’s Common Stock, and (ii) Vestar Associates Corporation IV (“VAC IV”), the general partner of Vestar Associates IV, L.P. (“VA IV”) (which is the general partner of VCP IV) by virtue of their indirect control of the Vestar Investors. The Vestar Investors, VAC IV and VA IV are collectively the “Reporting Persons” and individually a “Reporting Person.”

VCP IV is a Delaware limited partnership and is the managing member of V/D&P. Its principal business office is located at 245 Park Avenue, 41^st Floor, New York, NY 10167. VCP IV is principally engaged in the business of venture capital and private equity investment.

V/D&P is a Delaware limited liability company. Its principal business office is located at 245 Park Avenue, 41^st Floor, New York, NY 10167. V/D&P is principally engaged in the business of venture capital and private equity investment.

VAC IV is a Delaware corporation and is the general partner of VA IV. Its principal business office is located at 245 Park Avenue, 41^st Floor, New York, NY 10167. VAC IV is principally engaged in the business of venture capital and private equity investment.

VA IV is a Delaware limited partnership and is the general partner of VCP IV. Its principal business office is located at 245 Park Avenue, 41^st Floor, New York, NY 10167. VA IV is principally engaged in the business of venture capital and private equity investment.

Attached as Schedule A is certain information concerning the executive officers and directors of VAC IV. Mssrs. Peter Calamari and Sander Levy, who are included on Schedule A as officers of VAC IV, also serve as directors of the Issuer. Mssrs. Calamari and Levy severally disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Vestar Investors.

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or other Consideration.

The Reporting Persons beneficially own New Class A Units of DPA (“New Class A Units”). Pursuant to an exchange agreement entered into in connection with the closing of the

initial public offering of the Issuer (the “Exchange Agreement”), holders of New Class A Units issued in connection with the reorganization of DPA immediately prior to the consummation of the initial public offering (the “Reorganization”) may exchange their New Class A Units for Common Stock of the Issuer on a one-for-one basis up to four times each year, subject to the vesting, minimum retained ownership requirements and transfer restrictions and customary conversion rate adjustments for splits, unit distributions and reclassifications contained in the Exchange Agreement. Notwithstanding the foregoing, no new Class A Units issued in the Reorganization may be exchanged for Common Stock at any time prior to March 31, 2008, other than as set forth in the Exchange Agreement. The New Class A Units were converted from the multiple-class structure membership interests of DPA that existed prior to the Reorganization. The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the text of Exhibit 2.

Item 4. Purpose of Transaction.

The information set forth under Items 3 and 6 is hereby incorporated by reference.

All of the New Class A Units (and beneficial ownership of Common Stock reported herein) were acquired for investment purposes. The Vestar Investors acquired the New Class A Units as part of the Reorganization, pursuant to the Exchange Agreement. The Reporting Persons review on a continuing basis the investment in the Issuer. Based on such review, the Reporting Persons may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.

Except as otherwise described in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A, currently has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter or by-laws or other actions which may impede the acquisition or control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.

However, as part of the ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer (which may

include Mssrs. Calamari and Levy, who are directors of the Issuer and a vice president and managing director, respectively, of VAC IV), other stockholders of the Issuer or other third parties regarding such matters.

Item 5. Interest in Securities of the Issuer.

The ownership percentages set forth below are based on 34,555,098 shares of the Issuer’s Common Stock outstanding as set forth in the prospectus filed pursuant to Rule 424(b)(1) by the Issuer dated September 28, 2007.

(a) As a result of the Exchange Agreement, VCP IV and V/D&P directly beneficially own 6,248,474 and 334,547 shares of Common Stock, respectively, for their own account, representing 18.1% and 1.0%, respectively, of the total number of shares of Common Stock outstanding. V/D&P is controlled by its managing member, VCP IV; VCP IV is controlled by its general partner, VA IV, and VA IV is controlled by its general partner, VAC IV. As a result, VCP IV, VA IV and VAC IV may be deemed to beneficially own the 6,583,021, or 19.1%, shares of Common Stock owned by both VCP IV and V/D&P.

(b) The Reporting Persons have and will have the shared power to vote and dispose of the shares of the common stock that they beneficially own, by virtue of the relationships described above.

(c) To the best knowledge of the Reporting Persons, except as described in Items 3 and 4, none of the Reporting Persons or the individuals named in Schedule A to this Schedule 13D has effected a transaction in New Class A Units or shares of Common Stock during the past 60 days (other than transactions that may have been effected in the ordinary course of business in an agency or a fiduciary capacity).

(d) Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons’ securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The following descriptions are qualified in their entirety by reference to the Exchange Agreement and the Registration Rights Agreement, both of which are attached as exhibits hereto and incorporated herein by reference.

EXCHANGE AGREEMENT

The information set forth under Item 3 is hereby incorporated by reference.

REGISTRATION RIGHTS AGREEMENT

Reporting Persons are parties to a Registration Rights Agreement that became effective upon the completion of the initial public offering. The Registration Rights Agreement provides that the Issuer may be required to register the sale of the Common Stock held by the Reporting Persons upon exchange of New Class A Units of Duff & Phelps Acquisitions, LLC held by them. Under the Registration Rights Agreement, the Reporting Persons have the right to request the Issuer to register the sale of their Common Stock and may require the Issuer to make available shelf registration statements permitting sales of shares into the market from time to time over an

extended period. In addition, Reporting Persons will have the ability to exercise certain piggyback registration rights in connection with any registered offerings.

If a Reporting Person requests registration of any of its Common Stock, the Issuer is required to use its reasonable best efforts to effect a registration statement with the Securities and Exchange Commission.

Item 7. Material to Be Filed as Exhibits.


Exhibit 1		Joint Filing Agreement, dated October 12, 2007 among the Reporting Persons.

Exhibit 2		Exchange Agreement, dated as of October 3, 2007, by and among Duff & Phelps Acquisitions LLC, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC, LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP and certain other Members (as defined therein).

Exhibit 3		Registration Rights Agreement, dated as of October 3, 2007 by and between Duff & Phelps Corporation, Duff & Phelps Acquisitions LLC, Vestar Capital Partners IV L.P., Vestar/D&P Holdings, LLC, Lovell Minnick Equity Partners LP, LM Duff Holdings, LLC and the Holders as set forth in the Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 12, 2007


		VESTAR CAPITAL PARTNERS IV, L.P.

		By:		Vestar Associates IV, L.P.,
				its General Partner

		By:		Vestar Associates Corporation IV,
				its General Partner

		By:		/s/ Sander Levy
				Name: Sander Levy
				Title: Managing Director

		VESTAR/D&P HOLDINGS LLC

		By:		Vestar Capital Partners IV, L.P.,
				its Managing Member

		By:		Vestar Associates IV, L.P.,
				its General Partner

		By:		Vestar Associates Corporation IV,
				its General Partner

		By:		/s/ Sander Levy
				Name: Sander Levy
				Title: Managing Director

		VESTAR ASSOCIATES CORPORATION IV

		By:		/s/ Sander Levy
				Name: Sander Levy
				Title: Managing Director

		VESTAR ASSOCIATES IV, L.P.

		By:		Vestar Associates Corporation IV, its General Partner

		By:		/s/ Sander Levy
				Name: Sander Levy
				Title: Managing Director

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF
VESTAR ASSOCIATES CORPORATION IV


Name, Position, Citizenship*		Address
*United States (Unless Otherwise Indicated)		245 Park Avenue
		41^st Floor
		New York, NY 10167

Daniel S. O’Connell, President and CEO
Brian P. Schwartz, Vice President and CFO
Jack Feder, Managing Director and General Counsel
Arthur J. Nagle, Managing Director
James P. Kelley, Managing Director
Robert L. Rosner, Managing Director
Norman W. Alpert, Managing Director
Sander M. Levy, Managing Director
John R. Woodard, Managing Director
James L. Elrod, Managing Director
Federico Pena, Managing Director
Peter Calamari, Vice President

Index of Exhibits


Exhibit 1		Joint Filing Agreement, dated October 12, 2007 among the Reporting Persons.

Exhibit 2		Exchange Agreement, dated as of October 3, 2007, by and among Duff & Phelps Acquisitions LLC, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC, LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP and certain other Members (as defined therein).

Exhibit 3		Registration Rights Agreement, dated as of October 3, 2007 by and between Duff & Phelps Corporation, Duff & Phelps Acquisitions LLC, Vestar Capital Partners IV L.P., Vestar/D&P Holdings, LLC, Lovell Minnick Equity Partners LP, LM Duff Holdings, LLC and the Holders as set forth in the Agreement.

EX-99.1 2 y40876exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Duff & Phelps Corporation and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Dated: October 12, 2007


		VESTAR CAPITAL PARTNERS IV, L.P.

		By:		Vestar Associates IV, L.P.,
				its General Partner

		By:		Vestar Associates Corporation IV,
				its General Partner

		By:		/s/ Sander Levy

				Name: Sander Levy
				Title: Managing Director

		VESTAR/D&P HOLDINGS LLC

		By:		Vestar Capital Partners IV, L.P.,
				its Managing Member

		By:		Vestar Associates IV, L.P.,
				its General Partner

		By:		Vestar Associates Corporation IV,
				its General Partner

		By:		/s/ Sander Levy

				Name: Sander Levy
				Title: Managing Director


		VESTAR ASSOCIATES CORPORATION IV

		By:		/s/ Sander Levy

				Name: Sander Levy
				Title: Managing Director

		VESTAR ASSOCIATES IV, L.P.

		By:		Vestar Associates Corporation IV,
				its General Partner

		By:		/s/ Sander Levy

				Name: Sander Levy
				Title: Managing Director

EX-99.2 3 y40876exv99w2.htm EX-99.2: EXCHANGE AGREEMENT EX-99.2

Exhibit 2

EXECUTION COPY

EXCHANGE AGREEMENT

BY AND AMONG

DUFF & PHELPS ACQUISITIONS, LLC

LM DUFF HOLDINGS, LLC

LOVELL MINNICK EQUITY PARTNERS LP

VESTAR CAPITAL PARTNERS IV, L.P.

VESTAR/D&P HOLDINGS LLC

and

the MEMBERS, as defined herein

Dated as of October 3, 2007

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		1
Section 1.1 DEFINITIONS		1
Section 1.2 GENDER		5
ARTICLE II EXCHANGE		5
Section 2.1 EXCHANGE WITH ENTITIES		5
Section 2.2 EXPENSES		9
Section 2.3 NON-SOLICITATION		9
Section 2.4 ADJUSTMENT		9
Section 2.5 EXPIRATION		10
Section 2.6 MAINTENANCE REQUIREMENTS		10
ARTICLE III MISCELLANEOUS		10
Section 3.1 NOTICES		10
Section 3.2 INTERPRETATION		11
Section 3.3 MEMBER		11
Section 3.4 SEVERABILITY		11
Section 3.5 COUNTERPARTS		11
Section 3.6 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES		11
Section 3.7 FURTHER ASSURANCES		11
Section 3.8 GOVERNING LAW; EQUITABLE REMEDIES		11
Section 3.9 CONSENT TO JURISDICTION		12
Section 3.10 AMENDMENTS; WAIVERS		12
Section 3.11 ASSIGNMENT		13
Section 3.12 TAX TREATMENT		13

EXCHANGE AGREEMENT (the “Agreement”), dated as of October 3, 2007, by and among Duff & Phelps Acquisitions LLC, a Delaware limited liability company (“DPA”), LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and certain other Members (as defined herein).

WHEREAS, in connection with the closing of the IPO (as defined herein), Duff & Phelps Corporation, a Delaware corporation (“the Corporation”), intends to consummate the transactions described in the Registration Statement on Form S-1 filed with the Commission (as defined herein) on May 23, 2007 (Registration No. 333-143205) (as amended and supplemented from time to time, the “IPO Registration Statement”);

WHEREAS, each Member owns one or more New Class A Units (as defined herein) and Class B Shares (as defined herein);

WHEREAS, the parties hereto desire to provide for the possible future exchange of New Class A Units for Class A Shares, on the terms and subject to the conditions set forth herein;

WHEREAS, DPA shall have no obligation to acquire from any Member any New Class A Units issued by DPA unless such Member exercises its Exchange Right (as defined herein) with respect to such New Class A Units and delivers for cancellation a number of Class B Shares equal to such number of New Class A Units; and

WHEREAS, the parties intend that an Exchange (as defined herein) consummated hereunder be treated for Federal income tax purposes, to the extent possible, as a taxable sale of New Class A Units by the exchanging Member to the Corporation;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:

An “AFFILIATE” of any Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. “CONTROL” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“AGGREGATE VALUE” means a value equal to the product of (a) the number of applicable New Class A Units multiplied by (b) the closing sales price of the Class A Shares on the stock exchange where the Class A Shares then trade at the close of business on the Business Day immediately preceding the date of delivery of the related Exchange Request.

“AGREEMENT” has the meaning set forth in the preamble to this Agreement.

“BUSINESS DAY” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“CLASS A SHARES” means shares of Class A common stock, par value $0.01 per share of the Corporation.

“CLASS B SHARES” means shares of Class B common stock, par value $0.0001 per share of the Corporation.

“CLOSING” and “CLOSING DATE” have the meanings set forth in Section 2.1(b).

“COMMISSION” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“CORPORATION” has the meaning set forth in the recitals of this Agreement.

“DPA” has the meaning set forth in the preamble to this Agreement.

“EXCHANGE” means the exchange by a Member of one or more New Class A Units for Class A Shares as described in Sections 2.1(a) and (b) of this Agreement.

“EXCHANGE RIGHT” means the right of a Member to exchange one or more New Class A Units for Class A Shares pursuant to Sections 2.1(a) and (b) of this Agreement along with the delivery of the corresponding number of Class B Shares for cancellation.

“EXCHANGE REQUEST” means an irrevocable written notice to DPA, delivered at least 45 days in advance of any Exchange, setting forth the number of New Class A Units to be Exchanged for Class A Shares and the number of Class B Shares to be delivered to the Corporation for cancellation, as described in Section 2.1(a) of this Agreement.

“EXECUTIVE MEMBER” means an “officer” of DPA or its Subsidiaries, within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (other than the corporate controller of DPA), immediately following the IPO, who is a beneficial owner of one or more New Class A Units and Class B Shares.

“FIRST ANNIVERSARY” means the one-year anniversary of the date of pricing of the IPO.

“FISCAL QUARTER” means each fiscal quarter, ending on the last day of each of March, June, September and December of any Fiscal Year.

“FISCAL YEAR” means the fiscal year, ending on December 31 of each calendar year.

“FOURTH ANNIVERSARY” means the four-year anniversary of the date of pricing of the IPO.

“GOVERNMENTAL ENTITY” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign, and any subdivision thereof.

“IPO” means the initial public offering of Class A Shares.

“IPO REGISTRATION STATEMENT” has the meaning set forth in the recitals of this Agreement.

“LIENS” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever.

“LLC AGREEMENT” means the Third Amended and Restated Limited Liability Company Agreement, as amended, of DPA.

“LOVELL MEMBER” means, collectively, LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP and their respective Permitted Transferees.

“MEMBER” means each Person who, as of the effective date of the LLC Agreement, is a member of DPA or thereafter is admitted as a member of DPA in accordance with the terms of the LLC Agreement.

“NEW CLASS A UNITS” means the New Class A Units of DPA.

“NON-EMPLOYEE MEMBER” means a Member who is not an employee as of the date hereof of DPA or any of its Subsidiaries (other than a Lovell Member or a Vestar Member).

“NON-EXECUTIVE MEMBER” means an employee (other than an Executive Member) of DPA and its Subsidiaries on or after the date hereof, who is a beneficial owner of New Class A Units and Class B Shares.

“PERMITTED TRANSFEREE” shall mean with respect to each Member (a) such Member’s spouse, (b) a lineal descendant of such Member’s maternal or paternal grandparents (or any such descendant’s spouse), (c) a Charitable Institution (as defined below), (d) a trustee of a trust (whether inter vivos or testamentary), all of the current beneficiaries and presumptive remaindermen of which are one or more of such Member and Persons described in clauses (a) through (c) of this definition, (e) an entity that, for U.S. federal income tax purposes, is disregarded as separate from its owner, of which all of the outstanding equity interests therein are owned by such Member or a Person described in clauses (a) through (d) of this definition, (f) an individual mandated under a qualified domestic relations order, (g) a legal or personal representative of such Member in the event of his death or Disability (as defined below), (h) a liquidating trust, as defined in Treasury Regulations section 1.7701-4(d), or other entity with comparable characteristics, (i) any other Member who is then employed by DPA or any of its Affiliates and (j) any other transferee permitted pursuant to Section 3.3; provided, however, that any such Person described in clauses (a) through (j) shall be required to sign a joinder to this Agreement, in form and substance reasonably satisfactory to DPA as set forth in Section 3.3 of

this Agreement; provided further that the covenants of Section 2.3 of this Agreement shall continue to be applicable to the Member who, on the date hereof, originally held the New Class A Units and/or Class B Shares being transferred in such transfer. For purpose of this definition: (i) “lineal descendants” shall not include individuals adopted after attaining the age of eighteen (18) years and such adopted Person’s descendants; (ii) “Charitable Institution” shall refer to an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of a future United State Internal Revenue law) which is exempt from income taxation under section 501(a) thereof; (iii) “presumptive remaindermen” shall refer to those Persons entitled to a share of a trust’s assets if it were then to terminate; and (iv) “Disability” shall refer to any physical or mental incapacity which prevents such Member from carrying out all or substantially all of his duties under his employment agreement with DPA or any of its Affiliates in such capacity for any period of one hundred twenty (120) consecutive days or any aggregate period of six (6) months in any 12-month period, as determined, in its sole discretion, by the Managing Member of DPA.

“PERSON” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.

“PROCEEDING” has the meaning set forth in Section 3.9.

“REGISTRATION RIGHTS AGREEMENT” means that certain Registration Rights Agreement, dated as of October 3, 2007, among the Corporation and the other parties named therein.

“REMAINING UNITS” means, with respect to each Member, all New Class A Units held by such Member immediately following the IPO, taking into account all such New Class A Units redeemed by DPA pursuant to the Reorganization Agreement (as defined herein) in connection with the IPO (including New Class A Units that may be exchanged by such Member if the underwriters exercise their over-allotment option in the IPO).

“REORGANIZATION AGREEMENT” means that certain Reorganization Agreement, dated as of April 9, 2007, among DPA and the other parties named therein.

“SECOND ANNIVERSARY” means the two-year anniversary of the date of pricing of the IPO.

“SELECTED COURTS” has the meaning set forth in Section 3.9.

“SUBSIDIARIES” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“THIRD ANNIVERSARY” means the three-year anniversary of the date of pricing of the IPO.

“VESTAR MEMBER” means, collectively, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and their respective Permitted Transferees.

Section 1.2 GENDER. For the purposes of this Agreement, the words “it”, “he,” “his” or “himself” shall be interpreted to include the masculine, feminine and corporate, other entity or trust form.

ARTICLE II

EXCHANGE

Section 2.1 EXCHANGE WITH ENTITIES.

(a) Permissible Exchanges.

(i) From and after the First Anniversary, a Non-Executive Member may elect to Exchange up to thirty three and one-third percent (33¹/₃%) of its vested Remaining Units by delivering, at least 45 days in advance of the Closing of such Exchange, a written notice to DPA (an “Exchange Request”). From and after the Second Anniversary, a Non-Executive Member may elect to Exchange up to, but not exceeding, sixty-six and two-third percent (66²/₃%) of its vested Remaining Units (less its vested Remaining Units that were Exchanged after the First Anniversary and before the Second Anniversary) by delivering and Exchange Request at least 45 days in advance of the Closing of such Exchange. Subject to the limitations as set forth below, one hundred percent (100%) of any such Non-Executive Member’s vested Remaining Units may be Exchanged at the election of such Non-Executive Member following the Third Anniversary by delivering an Exchange Request at least 45 days in advance of the Closing of any such Exchange. Each Exchange Request shall be delivered at least 45 days in advance of the Closing of the relevant Exchange and shall set forth the number of New Class A Units such Non-Executive Member wishes to Exchange for Class A Shares at the Closing and the number of Class B Shares to be delivered for cancellation at the Closing, subject to the limitations specified in this Section 2.1(a). Notwithstanding the foregoing, each Non-Executive Member shall be required to continue to beneficially own, for so long as such Non-Executive Member remains employed by DPA, such number of New Class A Units, Class A Shares, or a combination thereof, equal to at least twenty percent (20%) of its Remaining Units. Any Exchange Requests submitted in violation of such maintenance requirement will be summarily disregarded, and DPA shall have no obligation to effectuate a Closing of any such Exchange relating to the entire amount of Remaining Units included on such Exchange Request. Subject to the exceptions set forth in Section 2.1(a)(iv), Exchange Requests may not be revoked after delivery to DPA.

(ii) From and after the First Anniversary, an Executive Member may elect to Exchange up to twenty percent (20%) of its vested Remaining Units by delivering an Exchange Request to DPA. From and after the

Second Anniversary, an Executive Member may elect to Exchange up to, but not exceeding, forty percent (40%) of its vested Remaining Units (less its vested Remaining Units that were Exchanged after the First Anniversary and before the Second Anniversary) by delivering an Exchange Request at least 45 days in advance of the Closing of such Exchange. From and after the Third Anniversary, an Executive Member may elect to Exchange up to, but not exceeding sixty percent (60%) of its vested Remaining Units (less its vested Remaining Units that were Exchanged before the Third Anniversary) by delivering an Exchange Request at least 45 days in advance of the Closing of such Exchange. Subject to the limitations as set forth below, one hundred percent (100%) of any such Executive Member’s vested Remaining Units may be Exchanged at the election of such Executive Member from the Fourth Anniversary by delivering an Exchange Request at least 45 days in advance of the Closing of such Exchange. Each Exchange Request shall be delivered at least 45 days in advance of such Exchange and shall set forth the number of New Class A Units such Executive Member wishes to Exchange for Class A Shares at the Closing and the number of Class B Shares to be delivered for cancellation at the Closing, subject to the limitations specified in this Section 2.1(a). Notwithstanding the foregoing, each Executive Member shall be required to continue to beneficially own, for so long as such Executive Member remains employed by DPA, such number of New Class A Units, Class A Shares, or a combination thereof, equal to at least twenty-five percent (25%) of its Remaining Units. Any Exchange Requests submitted in violation of such maintenance requirement will be summarily disregarded, and DPA shall have no obligation to effectuate a Closing of any such Exchange relating to the entire amount of Remaining Units included on such Exchange Request. Subject to the exceptions set forth in Section 2.1(a)(iv), Exchange Requests may not be revoked after delivery to DPA.

(iii) Notwithstanding the foregoing, no Non-Executive Member or Executive Member may make any Exchange prior to the occurrence of the earlier of (a) the completion of two underwritten registered public offerings of the Class A Shares other than the IPO and (b) the Second Anniversary, except (i) Exchanges of New Class A Units in connection with the IPO and (ii) Exchanges of New Class A Units to be sold pursuant to such registered public offerings in accordance with Sections 2.1(a)(i) and (ii) above.

(iv) Upon delivery of one or more Exchange Requests, the Vestar Members, Lovell Members and Non-Employee Members may elect to Exchange up to one hundred percent (100%) of their respective Remaining Units for Class A Shares following the Initial Lockup Period (as defined herein) by delivering an Exchange Request at least 45 days in advance of the Closing of such Exchange. Each Exchange Request shall be delivered at least 45 days in advance of the Closing of such Exchange and shall set forth the number of New Class A Units such Vestar Member, Lovell Member or Non-Employee Member, as the case may be, wishes to Exchange for Class A Shares at the Closing and the number of Class B Shares to be delivered for cancellation at the Closing. In the

event that any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other person to acquire an additional number of Class A Shares in connection with such offering, then (i) each Exchange Request related to Class A Units to be exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional Class A Units that the holder desires to have exchanged only in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional Class A Units exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional Class A Units to potentially be exchanged will be communicated to the Company pursuant to a supplemental Exchange Request delivered promptly following the time at which such determination is made) and (ii) the Closing of the exchange of any additional Class A Units to fulfill a unitholder’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made.. Upon delivery to DPA, no Exchange Request may be revoked; provided, first, that, notwithstanding any other provision to the contrary contained herein, any Member that has delivered an Exchange Request pursuant to Section 2.1(a) shall be entitled either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(iv), in each case, after the occurrence of one or more of the following events: (A) the registration statement pursuant to which the Class A Shares were to be registered by such Member at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement; (C) the Corporation shall have imposed restrictions on the ability of such Member to effect a registration of Class A Shares at or immediately following the Closing; (D) the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to Section 2.1(d) or 2.2(d) of the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of such Member to register its Class A Shares at or immediately following the Closing; (E) the Corporation, any of its Affiliates or any third party shall have disclosed to such Member any material non-public information, the receipt of which results in such Member being prohibited from registering Class A Shares at or immediately following the Closing; (F) any stop order shall have been issued by the Commission; (G) the Closing, or the closing of the registered offering or the effectiveness of any registration shall have been delayed due to any facts, circumstances or Persons,

which facts, circumstances or persons, as applicable, were not controlled or influenced by the Members seeking to delay such Closing or revoke such Exchange Request in order to provide such Member with a basis for such delay or revocation outside the control or influence, direct or indirect, of such Member; (H) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (I) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Exchange of New Class A Units for Class A Shares, the transfer of Class B Shares for cancellation or the registration or sale of any Class A Shares pursuant to a registration statement; and (J) the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Member to consummate the registration or sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (I) above; provided; second, that in no event shall the Member who is seeking to delay such Closing or revoke such Exchange Request and relying on any of the matters contemplated in clauses (A) through (J) above have controlled or influenced any facts, circumstances or Persons in connection therewith and in order to provide such Member with a basis for such delay or revocation or been caused or influenced, either directly or indirectly, by such Member; provided, third, that if any Member that has delivered an Exchange Request pursuant to Section 2.1(a) revokes such Exchange Request for any reason other than set forth in the first proviso to this Section 2(a)(iv) or is found to have engaged in conduct described in the second proviso to this Section 2.1(a)(iv), then such Member shall not be entitled to participate in any Exchange for a period of two Fiscal Quarters following the date of such revocation.

(v) To the extent a Member holds vested and unvested New Class A Units, all such Member’s vested New Class A Units must be Exchanged before any unvested New Class A Units may be Exchanged by such Member. The Member shall represent in the Exchange Request that such Member owns New Class A Units and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i), free and clear of all Liens, except as set forth therein, and, if there are any Liens identified in the Exchange Request, such Member shall covenant that such Member will deliver at the applicable Closing evidence reasonably satisfactory to DPA, that all such Liens have been released. The Closing of any Exchange initiated pursuant to this Section 2.1(a) shall occur on the applicable Closing Date. During the 180-day period following the IPO and as extended below (the “Initial Lock-Up Period”), the provisions of this Section 2.1(a) may be modified only with the prior written approval of each of Goldman, Sachs & Co. and UBS Securities LLC; provided, however, that if (1) during the last 17 days of the Initial Lock-Up Period, the Corporation releases earnings results or announces material news or a material event or (2) prior to the expiration of the Initial Lock-Up Period, the Corporation announces that it will release earnings results during the 15-day period following the last day of the Initial Lock-Up Period, then in each case the Initial Lock-Up Period will be

automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Goldman, Sachs & Co. and UBS Securities LLC waive, in writing, such extension; the Corporation will provide Goldman, Sachs & Co. and UBS Securities LLC and each Member subject to the Initial Lock-Up Period with prior notice of any such announcement that gives rise to an extension of the Initial Lock-up Period and each Member agrees that any such notice properly delivered will be deemed to have been given to, and received by, such Member. Each Member further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Section 2(a)(v) during the period from the date of this Agreement to and including the 34^th day following the expiration of the Initial Lock-Up Period, such Member will give notice thereof to the Corporation and will not consummate such transaction or take any such action unless it has received written confirmation from the Corporation that the Initial Lock-Up Period has expired. During the Initial Lock-Up Period, none of the Corporation, DPA, its subsidiaries or any Member shall, without the prior written consent of Goldman, Sachs & Co. and UBS Securities LLC, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Class A Shares of the Corporation, or any options or warrants to purchase any shares of Class A Shares of the Corporation, or any securities convertible into, exchangeable for or that represent the right (whether exercisable against the Corporation or against DPA) to receive shares of Class A Shares of the Corporation, including any membership interests in DPA, or any such substantially similar securities, whether now owned or hereinafter acquired, owned directly by such Member (including holding as a custodian) or with respect to which such Member has beneficial ownership within the rules and regulations of the Commission; provided, however, that, for the purposes of Section 2(a)(iv), the Corporation may issue securities pursuant to any employee benefit plan existing on the date of the prospectus for the IPO which may (by their express provisions or pursuant to any exchange offer) be or become exercisable, convertible or exchangeable for Class A Shares. The foregoing restriction is expressly agreed to preclude such Member from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Member’s Class A Shares even if such Class A Shares would be disposed of by someone other than such Member. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of such Member’s Class A Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Member’s Class A Shares.

Notwithstanding any other provision herein to the contrary, the provisions of Section 2.1(a)(i) – (iv) may be modified only with the prior written approval of the independent directors of the Corporation. The provisions of Section 2.1(a)(v) may be modified only with the prior written approval of Goldman, Sachs & Co., UBS Securities LLC and the independent directors of the Corporation.

(b) Closing.

(i) If an Exchange Request has been timely delivered pursuant to Section 2.1(a), then, on the later to occur of (x) the fifth Business Day prior to the last Business Day of the Fiscal Quarter during which such Exchange Request has been delivered and (y) the fifth Business Day following the date on which the conditions giving rise to any delay pursuant to Section 2(a)(iv) cease to exist ( the “Closing Date”), the parties shall effect the closing (the “Closing”) of the transactions contemplated by Section 2.1 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York, 10036, or at such other time, at such other place, and in such other manner, as the applicable parties to such Exchange shall agree in writing; provided, however, that if pursuant to this Section 2.1(b)(i) an applicable Closing Date falls on a day during which officers and directors of the Corporation or any of their Affiliates are prohibited by the trading policies of the Corporation from disposing of equity securities of the Corporation, then with respect to such Exchanges by such officers and directors, the Closing Date shall instead be deemed to be the first Business Day after such date that such officers and directors of the Corporation are allowed to dispose of equity securities of the Corporation pursuant to the trading policies of the Corporation.

(ii) No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of DPA, such an Exchange would pose a material risk that DPA would be a “publicly traded partnership” as defined in Section 7704 of the Code.

(iii) DPA is not required to effect a Closing relating to the delivery of an Exchange Request unless the aggregate number of exchanged New Class A Units of each Member who elects to participate in such Closing by delivering an Exchange Request have an Aggregate Value of at least $50,000, or such lesser amount as constitutes such Member’s entire holdings of New Class A Units at such time.

(c) Closing Conditions. The obligations of any of the parties to consummate an Exchange pursuant to this Section 2.1 shall be subject to the conditions that:

(i) there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is then in effect that restrains or prohibits the Exchange of New Class A Units for Class A Shares or the transfer of Class B Shares for cancellation; and

(ii) in the case of a Non-Executive Member or an Executive Member, such Member satisfies the maintenance requirements set forth in Sections 2.1(a)(i) or (ii), as applicable.

(d) Closing Deliveries. At each Closing, with respect to each Member that requests the Exchange, or elects to participate in the Exchange, in each case, contemplated for such Closing:

(i) such Member shall deliver instruments of transfer, in form reasonably satisfactory to the designated transfer agent (the “Transfer Agent”), duly executed by such Member or such Member’s duly authorized attorney, and transfer tax stamps or funds therefor, if required, representing a number of New Class A Units to be exchanged for Class A Shares, together with stock powers duly endorsed in blank;

(ii) such Member shall deliver for cancellation instruments of transfer, in form reasonably satisfactory to the Transfer Agent, duly executed by such Member or such Member’s duly authorized attorney, and transfer tax stamps or funds therefor, if required, representing a number of Class B Shares equal to the number of such Member’s exchanged New Class A Units, together with stock powers duly endorsed in blank;

(iii) if applicable, such Member shall deliver evidence reasonably satisfactory to DPA, that all Liens on his New Class A Units and Class B Shares delivered pursuant to Section 2.1(d)(i) have been released;

(iv) if such Member transfers a number of New Class A Units and Class B Shares pursuant to this Section 2.1(d) that represent a greater number of New Class A Units and Class B Shares than to be exchanged in such Exchange, DPA will deliver back instruments of transfer representing the remainder of New Class A Units and Class B Shares, as applicable.

(v) the Corporation shall deliver to DPA a certificate representing an amount of Class A Shares equal to the number of New Class A Units.

Section 2.2 EXPENSES

Each party hereto shall bear his own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated.

Section 2.3 NON-SOLICITATION

Each Member who is an employee of DPA or any of its Subsidiaries hereby covenants and agrees that during the period he is an employee of DPA or any of its Subsidiaries and for a period of one (1) year thereafter, such Member shall not, directly or indirectly, solicit, induce, attempt to induce or encourage or assist (i) any then-current employees of DPA or any of its Affiliates to terminate their employment with DPA or such Affiliate or to become employed by any other firm, company or other business enterprise; or (ii) any existing customer or client of DPA or any of its Affiliates to cease doing business with or modify its relation with DPA or any

of its Affiliates to the economic detriment of DPA or any of its Affiliates or to become a customer or client of any other firm, company or business enterprise. Notwithstanding the foregoing, any Member who is party to any non-solicitation provisions contained in an employee letter, unit grant agreement, employment agreement, offer letter, or any other agreement with DPA or any of its Subsidiaries dated prior to the execution of this Agreement, shall be bound by the applicable non-solicitation provisions of such employee letter, unit grant agreement, employment agreement, offer letter or any other agreement with DPA or any of its Subsidiaries relating to such non-solicitation provisions, and this Section 2.3 shall not apply to such Member.

Section 2.4 ADJUSTMENT The Exchange Rights for New Class A Units shall be adjusted accordingly if there is: (A) any subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of the New Class A Units that is not accompanied by an identical subdivision or combination of the Class A Shares; or (B) any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the Class A Shares that is not accompanied by an identical subdivision of the New Class A Units.

Section 2.5 EXPIRATION

In the event that DPA is dissolved pursuant to Section 7.2 of the LLC Agreement, any Exchange Right pursuant to Sections 2.1(a) and (b) of this Agreement shall expire upon final distribution of the assets of DPA pursuant to the terms and conditions of the LLC Agreement.

Section 2.6 MAINTENANCE REQUIREMENTS

Each Member who is a Non-Executive Member or an Executive Member covenants and agrees that during the period he is an employee of DPA or any of its Subsidiaries, such Member will satisfy the maintenance requirements set forth in Sections 2.1(a)(i) or (ii), as applicable.

ARTICLE III

MISCELLANEOUS

Section 3.1 NOTICES. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 3.1) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth below or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

	(a)		If to DPA, to its Managing Member:

			Duff & Phelps Corporation 55 East 52^nd Street New York, NY 10055 Attention: General Counsel

			Facsimile: (212) 450-2801

			with a copy (which shall not constitute notice to DPA) to:

			Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 Attention: David J. Goldschmidt, Esq.

	(b)		if to any of the Members, to:

			the address and facsimile number set forth in the records of DPA from time to time.

Section 3.2 INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “included”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

Section 3.3 MEMBER. To the extent a Member (or an applicable Permitted Transferee) validly transfers any or all of his New Class A Units and Class B Shares to a Permitted Transferee of such Member or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then such Person shall have the right to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to DPA. Upon execution of any such joinder, such Person shall be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder.

Section 3.4 SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 3.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that both parties need not sign the same counterpart.

Section 3.6 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements,

both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto and their Permitted Transferees, any rights or remedies hereunder; provided, that, Goldman, Sachs & Co., UBS Securities LLC, Lehman Brothers Inc., William Blair & Company, L.L.C., Keefe, Bruyette & Woods, Inc. and Fox-Pitt, Kelton Incorporated shall be deemed third party beneficiaries with respect to Section 2.1(a)(v) of this Agreement.

Section 3.7 FURTHER ASSURANCES. Each party hereto shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by any other party hereto to give effect to and carry out the transactions contemplated herein.

Section 3.8 GOVERNING LAW; EQUITABLE REMEDIES. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or this Agreement were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 3.9 CONSENT TO JURISDICTION. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Court of Chancery located in the State of Delaware, County of Newcastle (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (ii) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the parties hereto at their respective addresses referred to in Section 3.1 hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER

OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 3.10 AMENDMENTS; WAIVERS.

(a) No provision of this Agreement may be amended unless such amendment is approved in writing by DPA and by the Lovell Members and Vestar Members, respectively, who, together with their Permitted Transferees, are adversely affected by such amendment. If Members who, together with their Permitted Transferees, collectively hold at least two-thirds of the New Class A Units do not approve in writing such amendment to the Agreement, such amendment shall not become effective. In addition, no such amendment shall become effective if such amendment will have a materially disproportionate effect on certain Members (unless disproportionate solely because of disproportionate unit ownership) unless all such disproportionately affected Members consent in writing to such amendment; provided further, no amendment may be made to Section 2.1(a)(v) unless such amendment is also approved in writing by Goldman, Sachs & Co. and UBS Securities LLC. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 3.11 ASSIGNMENT. Except as contemplated by Section 3.3, neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, assigns and Permitted Transferees.

Section 3.12 TAX TREATMENT.

(a) This Agreement shall be treated as part of the partnership agreement of DPA as described in Section 761(c) of the Internal Revenue Code of 1986, as amended, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

(b) As required by the Code and the Regulations: (i) the parties shall report an Exchange consummated hereunder as a taxable sale of New Class A Units by a Member to the Corporation (in conjunction with an associated cancellation of Class B Shares) and (ii) no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.


		DUFF & PHELPS ACQUISITIONS, LLC

		By: Name:		/s/ Noah Gottdiener Noah Gottdiener
		Title:		Chief Executive Officer

		LM DUFF HOLDINGS, LLC

		By: Lovell Minnick Equity Partners II LP, its Manager

		By: Lovell Minnick Equity Advisors II LLC, its General Partner

		By: Lovell Minnick Partners LLC, its Managing Member

		By: Name:		/s/ Robert Belke Robert Belke
		Title:		Managing Director

		LOVELL MINNICK EQUITY PARTNERS LP

		By: Lovell Minnick Equity Advisors LLC, its General Partner

		By: Lovell Minnick Partners LLC, its Managing Member

		By: Name:		/s/ Robert Belke Robert Belke
		Title:		Managing Director


		VESTAR CAPITAL PARTNERS IV, L.P.

		By: Vestar Associates IV, L.P., its General Partner

		By: Vestar Associates Corporation IV, its General Partner

		By: Name:		/s/ Sander Levy Sander Levy
		Title:		Managing Director

		VESTAR/D&P HOLDINGS LLC

		By: Name:		/s/ Sander Levy Sander Levy
		Title:		Managing Director

		ON BEHALF OF EACH OF THE INDIVIDUAL MEMBERS OF DUFF & PHELPS ACQUISITIONS, LLC

		NOAH GOTTDIENER

		By: Name:		/s/ Noah Gottdiener Noah Gottdiener
		Title:		Attorney-In-Fact for the Members

		GERARD CREAGH

		By: Name:		/s/ Gerard Creagh Gerard Creagh
		Title:		Attorney-In-Fact for the Members

Signature Page to the Exchange Agreement

EX-99.3 4 y40876exv99w3.htm EX-99.3: REGISTRATION RIGHTS AGREEMENT EX-99.3

Exhibit 3

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

DUFF & PHELPS CORPORATION

and

the HOLDERS, as defined herein

Dated as of October 3, 2007

TABLE OF CONTENTS


ARTICLE I

DEFINITIONS AND OTHER MATTERS

Section 1.1 Definitions			1
Section 1.2 Definitions Generally			6

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 Shelf Registration			6
Section 2.2 Lovell Holders and Vestar Holders Demand Registration			7
Section 2.3 Shinsei Holders Demand Registration			9
Section 2.4 Priority on Demand Registration			10
Section 2.5 Lovell Holders and Vestar Holders Piggyback Registration			12
Section 2.6 Shinsei Holders Piggyback Registration			13
Section 2.7 Priority on Piggyback Registrations			14
Section 2.8 Lock-Up Agreements			15
Section 2.9 Registration Procedures			15
Section 2.10 Registration Restrictions			18
Section 2.11 Indemnification by the Company			18
Section 2.12 Indemnification by the Holders			19
Section 2.13 Conduct of Indemnification Proceedings			19
Section 2.14 Contribution			20
Section 2.15 Underwritten Offering			20
Section 2.16 Other Indemnification			21
Section 2.17 Rule 144 Information/Exchange Act Reporting			21
Section 2.18 No Transfer of Registration Rights			21
Section 2.19 Parties in Interest			21
Section 2.20 Mergers, Recapitalizations, Exchanges or Other Transactions Affecting Registrable Securities			22
Section 2.21 Registration Expenses			22
Section 2.22 No Inconsistent Agreements			22

ARTICLE III

MISCELLANEOUS

Section 3.1 Term of the Agreement; Termination of Certain Provisions			23
Section 3.2 Amendments; Waiver			23
Section 3.3 Governing Law			24
Section 3.4 Notices			24
Section 3.5 Severability			25


Section 3.6 Specific Performance			25
Section 3.7 Assignment; Successors			25
Section 3.8 No Third-Party Rights			25
Section 3.9 Section Headings			25
Section 3.10 Execution in Counterparts			25

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2007, by and among Duff & Phelps Corporation, a Delaware corporation (the “Company”) and the Holders (as defined herein).

W I T N E S S E T H:

WHEREAS, the Holders are Beneficial Owners of Registrable Securities (as defined herein).

WHEREAS, the Company desires to provide the Holders with registration rights with respect to the Registrable Securities held by the Holders.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND OTHER MATTERS

Section 1.1 Definitions. Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Section 1.1:

(a) “Affiliate” shall mean any person who is an “affiliate” as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below).

(b) “Agreement” has the meaning ascribed to such term in the preamble.

(d) “Board” means the Board of Directors of the Company.

(e) “Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of Duff & Phelps Corporation, as filed with the Delaware Secretary of State on August 31, 2007.

(f) “Class A Common Stock”means the Class A common stock, par value $0.01 per share of Duff & Phelps Corporation.

(g) “Class B Shares” means the Class B common stock, par value $0.0001 per share of Duff & Phelps Corporation.

(h) “Common Stock” means Class A Common Stock and Class B Shares.

(i) “Company” has the meaning ascribed to such term in the preamble.

(j) “Demand Notice” has the meaning ascribed to such term in Section 2.2(a).

(k) “Demand Registration” means the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice.

(l) “DPA” means Duff & Phelps Acquisitions, LLC, a Delaware limited liability company.

(m) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(n) “Exchange Agreement” means that certain Exchange Agreement, dated as of October 3, 2007, among the Company, DPA and the members.

(o) “Fifth Anniversary ” means the five-year anniversary of the date of closing of the IPO.

(p) “First Anniversary ” means the one-year anniversary of the date of pricing of the IPO.

(q) “Governmental Authority” means any national, local or foreign (including U.S. federal, sta te or local) or supranational (including European Union)

governmental, judicial, administrative or regulatory (including self-regulatory) agency, commission, department, board, bureau, entity or authority of competent jurisdiction.

(r) “Holder”means any persons that are beneficial owners of Registrable Securities.

(s) “Indemnified Parties” has the meaning ascribed to such term in Section 2.11.

(t) “IPO” means the initial public offering of the Class A Common Stock.

(u) “IPO Date” means the closing date of the IPO of the Class A Common Stock.

(v) “LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement, as amended, of Duff & Phelps Acquisitions, LLC.

(w) “Lovell Holders” means, collectively LM Duff Holdings, LLC, Lovell Minnick Equity Partners LP and any transferee of Registrable Securities from such Lovell Holders.

(x) “Maximum Offering Size” has the meaning ascribed to such term in 2.3(d).

(y) “New Class A Units” means the New Class A Units of Duff & Phelps Acquisitions LLC issued pursuant to the LLC Agreement.

(z) “Piggyback Registration” means the registration under the Securities Act of Registrable Securities on a registration statement initially intended to register any equity securities of the Company (other than a registration on Form S-8, or any successor Forms, or, with respect to the Lovell Holders and the Vestar Holders, a registration that is pursuant to a Demand Registration made by either the Lovell Holders or the Vestar Holders), whether or not for sale for the Company’s own account.

(aa) “Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and

expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.9(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Company, including counsel for the Company, (ix) reasonable fees, out-of-pocket costs and expenses of one counsel to the selling shareholders; provided, however, that each of the Lovell Holders, the Vestar Holders and the Shinsei Holders may engage their own counsel in any registration or marketing of securities involving securities of the Company held by them and the Company shall pay the reasonable fees and expenses of such counsel up to $50,000, (x) fees and expenses in connection with any review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the reasonable fees and expenses of any counsel thereto, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of-pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 2.9(l).

(bb) “Registrable Securities” shall mean shares of Class A Common Stock that are issuable upon the exchange of New Class A Units and cancellation of Class B Shares pursuant to the Exchange Agreement. For purposes of this Agreement, (i) Registrable Securities shall also include (A) any shares of Class A Common Stock acquired or owned by any Shinsei Holders and (B) any shares of Class A Common Stock acquired or owned by any of the Lovell Holders or Vestar Holders after the IPO Date provided such Lovell Holders and Vestar Holders are each, respectively, Affiliates of the Company, (ii) Registrable Securities shall cease to be Registrable Securities when a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement and (iii) the Registrable Securities of a holder shall not be deemed to be Registrable Securities at any time when the entire amount of such Registrable Securities proposed to be sold by in a single sale constitutes less than 1% of the then outstanding shares of Class A Common Stock or, in the written opinion of counsel satisfactory to the Company, in its reasonable judgment, may be sold to the public pursuant to Rule 144(k) (or any successor provision then in effect) under the Securities Act in

any three-month period or any such Registrable Securities have been sold in a sale made pursuant to Rule 144 of the Securities Act.

(cc) “SEC” means the Securities and Exchange Commission.

(dd) “Second Anniversary” means the two-year anniversary of the date of pricing of the IPO.

(ee) “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(ff) “Shinsei Holders” means Shinsei Bank, Limited and any transferees of Registrable Securities from Shinsei Bank, Limited.

(gg) “Stockholders Agreement” means the Stockholders Agreement by and among the Company, DPA and Shinsei Bank, Limited, dated September 5, 2007.

(hh) “Subsidiary” means, with respect to any person, any corporation, limited liability company, company, partnership, trust, association or other legal entity or organization of which such person (either directly or through one or more subsidiaries of such person) (a) owns, directly or indirectly, a majority of the capital stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, limited liability company, partnership, trust, association or other legal entity or organization, or (b) is otherwise entitled to exercise (1) a majority of the voting power generally in the election of the board of directors or other governing body of such corporation, limited liability company, partnership, trust, association or other legal entity or organization or (2) control of such corporation, limited liability company, partnership, trust, association or other legal entity or organization.

(ii) “Transfer” means, in respect of any Class B Shares, New Class A Units, shares of Class A Common Stock, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law.

(jj) “Underwritten Offering” means a firm committment underwritten public offering pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Forms S-4 or S-8 or any similar or successor form.

(kk) “Vestar Holders” means, collectively, Vestar Capital Partners IV, L.P., Vestar/D&P Holdings LLC and any transferee of Registrable Securities from such Vestar Holders.

Section 1.2 Definitions Generally. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When used herein:

(a) the word “or” is not exclusive;

(b) the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”;

(c) the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;

(d) the word “person” means any individual, corporation, limited liability company, trust, joint venture, association, company, partnership or other legal entity or a government or any department or agency thereof or self-regulatory organization; and

(e) all section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 Shelf Registration.

(a) Upon the earlier of (i) the expiration of any lock-up period following the completion of the Company’s second registered, Underwritten Offering following the IPO and (ii) the Second Anniversary, if any Holder so requests, or at any time after one (1) year following the IPO Date, if the Shinsei Holders so request, the Company shall use its reasonable best efforts to cause to be filed under the Securities Act with the SEC, a registration statement relating to sales of all Registrable Securities for which the Company has received notice to include in such registration statement, pursuant to Rule 415 promulgated under the Securities Act, or any similar rule that may be adopted by the SEC (a “Shelf-Registration”); provided, however, that in no event shall the Company be obligated to file a Shelf Registration prior to the later of the First Anniversary and such time as the Company is eligible to use Form S-3; provided, further, that, with respect to the Shinsei Holders, the Company shall not be obligated to file a

Shelf Registration (i) after the Fifth Anniversary, or (ii) if (based on the then-current market prices) the number of shares of Registrable Securities specified in such notice would not yield gross proceeds to the selling stockholders of at least $5,000,000.

(b) Whenever the Company is required by this Section 2.1 to use its reasonable best efforts to effect the registration of Registrable Securities on Form S-3, each of the procedures and requirements of Section 2.9 hereof shall apply to such registration. The Company shall maintain the effectiveness of such Shelf Registration until the earlier of the date on which (i) all of the Registrable Securities included thereon has been sold, or (ii) until such Registrable Securities are no longer Registrable Securities. If, in connection with any intended offering off of a Shelf Registration, a managing underwriter advises the Company in writing that, in its view, the number of shares of Registrable Securities to be included in the Shelf Registration exceeds the number that can be included without having a material adverse effect on the Company, then, there shall be no limitation on the number of Shelf Registrations that the Company is obligated to effect under this Section 2.1 to cover all of the Registrable Securities then outstanding, either by the filing of a new Shelf Registration or through the addition of Registrable Securities to an existing Shelf Registration by prospectus supplement or otherwise; provided, however, that the Company shall not be required to file more than one registration statement on Form S-3 in any three-month period pursuant to this Section 2.1; provided, further, that, with respect to the Shinsei Holders, the Company shall not be required to file more than two registration statements on Form S-3 in any twelve-month period pursuant to this Section 2.1.

(c) Upon notice to the Holders, the Company may postpone effecting a registration pursuant to this Section 2.1 for a reasonable time specified in such notice but not exceeding 75 days from the receipt of such notice, if (i) the Company’s Board of Directors (the “Board”) shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Board resolves in good faith would not be in the best interests of the Company.

(d) Upon notice to the Holders, the Company may terminate an existing Shelf Registration pursuant to this Section 2.1, if (i) the Company’s Board of Directors (the “Board”) shall determine in good faith that the existence of the Shelf Registration has a material adverse effect on the Company or (ii) the Company is in possession of material non-public information the disclosure of which the Board resolves in good faith would not be in the best interests of the Company.

Section 2.2 Lovell Holders and Vestar Holders Demand Registration.

(a) If on or after the 150^thday after the IPO, the Company shall receive a written request (a “Demand Notice”) from either of the Lovell Holders or the Vestar Holders that the Company effect a Demand Registration, specifying the intended method of disposition thereof, then the Company shall use its reasonable best efforts to effect within 60 days of such

Demand Notice (but in the event that such Demand Notice is delivered between the 150^th and 180^th day after the IPO, on or before the 240^th day after the IPO), subject to the restrictions in Section 2.2(d), the registration under the Securities Act of the Registrable Securities for which the Lovell Holders and Vestar Holders have requested registration under this Section 2.2, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that, subject to the provisions of the Exchange Agreement governing restrictions on transfer, (i) the Company shall not be required to file the registration statement related to such Demand Registration prior to expiration of the Initial Lock-Up Period (as defined in the Exchange Agreement) and (ii) the parties hereto shall take all reasonable steps to prevent any public disclosure related to the exercise of the Demand Registration or preparation of the registration statement related to such Demand Registration prior to the expiration of the Initial Lock-Up Period. Notwithstanding the foregoing, (i) the Lovell Holders and Vestar Holders shall collectively be entitled to three Demand Registrations pursuant to this Section 2.2 up to the Second Anniversary and (ii) in the event the Company is not eligible to use Form S-3 at any time beginning on or after the Second Anniversary and ending on (and including) the last day of the 30^th month following the IPO, the Lovell Holders and Vestar Holders shall each be entitled to one Demand Registration during such six month period, provided, that, in any event, the Lovell Holders and Vestar Holders shall be entitled to no more than one Demand Registration in the aggregate during any three-month period and (iii) if either the Lovell Holders or Vestar Holders provide a Demand Notice, the Company shall give written notice to the Lovell Holders if a Vestar Holder made the demand or the Vestar Holders if a Lovell Holder made the demand, informing them of such Demand Registration and giving such Holders ten days to respond with a written request to include Registrable Securities in such Demand Registration. Such Demand Notice will account for a single Demand Registration.

(b) At any time prior to the effective date of a registration statement relating to any registration, the Lovell Holders or the Vestar Holders who elected to participate in a Demand Registration pursuant to this Section 2.2, in their individual capacities, may revoke all or part of such Demand Registration request by providing a notice to the Company revoking such request.

(c) Upon notice to the Lovell Holders and Vestar Holders, the Company may postpone effecting a registration pursuant to this Section 2.2 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 75 days after the receipt of such notice, if (i) the Company’s Board of Directors shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of such company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes in good faith would not be in the best interests of the Company.

(d) Notwithstanding any provision in this Section 2.2 or elsewhere in this Agreement, and subject to Section 2.3, no provision relating to the registration of Registrable

Securities shall be construed as permitting any Holder, other than the Lovell Holders or Vestar Holders, to make a Demand Registration prior to the Second Anniversary.

Section 2.3 Shinsei Holders Demand Registration.

(a) If on or after the date that is one (1) year from the date of the Stockholders Agreement, the Company shall receive a Demand Notice from the Shinsei Holders that the Company effect a Demand Registration for all or any portion of the Registrable Securities specified in such Demand Notice, specifying the intended method of disposition thereof, then the Company shall use its reasonable best efforts to effect within 60 days of such Demand Notice, subject to the restrictions of Section 2.3(c), the registration under the Securities Act of the Registrable Securities for which the Shinsei Holders have requested registration under this Section 2.3, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that the Company shall have no obligation to register such shares of Registrable Securities pursuant to this Section 2.3 if (based on the then-current market prices) the number of shares of Registrable Securities specified in such notice would not yield gross proceeds to the selling stockholders of at least $5,000,000. At any time prior to the effective date of a registration statement relating to any registration, the Shinsei Holders who elected to participate in a Demand Registration pursuant to this Section 2.3, in their individual capacities, may revoke all or part of such Demand Registration request by providing a notice to the Company revoking such request.

(b) Subject to the provisions of Section 2.3(a), the Shinsei Holders shall be entitled to request an aggregate of two (2) Demand Registrations, provided, that the Shinsei Holders shall be entitled to no more than one Demand Registration during any six-month period.

(c) Upon notice to the Shinsei Holders, the Company may postpone effecting a registration statement for a Demand Registration pursuant to this Section 2.3 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 75 days after receipt of the notice, if (i) the Company’s Board of Directors shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of such company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes in good faith would not be in the best interests of the Company.

(d) If a Demand Registration made pursuant to this Section 2.3 involves an Underwritten Offering in which the Company is selling and the managing underwriter advises the Company and the Shinsei Holders that, in its view, the number of shares of common equity securities requested to be included in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(i) first, all Registrable Securities requested to be registered in the Demand Registration by the Shinsei Holders and all Registrable Securities proposed to be registered for the account of any Lovell Holders and Vestar Holders pursuant to the Piggyback Registration rights set forth in Section 2.5 hereof, pro rata among such Shinsei Holders, Lovell Holders and Vestar Holders based on the respective amounts of Registrable Securities held by such Shinsei Holders, Lovell Holders and Vestar Holders and available for sale;

(ii) so much of the Company securities proposed to be registered for the account of the Company; and

(iii) third, all Registrable Securities proposed to be registered for the account of any other Holders, ratably among such Holders based on the respective amounts of Registrable Securities held by such Holders, pursuant to any Piggyback Registration rights, other than the Piggyback Registration rights set forth in Section 2.5 hereof.

Section 2.4 Priority on Demand Registration. If a Demand Registration made pursuant to Section 2.2 involves an Underwritten Offering and the managing underwriter advises the Company in writing that, in its view, the number of shares of Registrable Securities requested to be included in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(a) If the registration statement filed pursuant to a Demand Registration is declared effective on or after the 180^th day and before the Second Anniversary,

(ii) second, so much of the Company securities proposed to be registered for the account of the Company; and

to any Piggyback Registration rights, other than the Piggyback Registration rights set forth in Section 2.6 hereof.

(b) If the registration statement filed pursuant to a Demand Registration is declared effective any time between the Second Anniversary and on or before the last day of the 42^nd month following the IPO, and the combined aggregate number of Registrable Securities held by the Lovell Holders and the Vestar Holders is no less than 50% of the total number of Registrable Securities held by the Lovell Holders and Vestar Holders immediately following the redemption contemplated to occur in connection with the IPO,

(i) first, all Registrable Securities requested to be registered in the Demand Registration by any Lovell Holders and Vestar Holders and, if applicable, all Registrable Securities proposed to be registered for the account of the Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof, pro rata among such Lovell Holders, Vestar Holders and the Shinsei Holders based on the respective amounts of Registrable Securities held by them and available for sale, in such amount that for every two Registrable Securities requested to be registered by such Lovell Holder, Vestar Holder or Shinsei Holder and accepted for inclusion in the Demand Registration, the remaining Holders shall have been accepted for inclusion in the Demand Registration one Registrable Security requested to be registered by such Holders; and

(ii) second, any securities proposed to be registered by the Company or any securities proposed to be registered for the account of any other persons, with such priorities among them as the Company shall determine.

(c) If (x) the registration statement filed pursuant to a Demand Registration is declared effective any time between the Second Anniversary and on or before the last day of the 42^nd month following the IPO, and the combined aggregate number of Registrable Securities held by the Lovell Holders and the Vestar Holders is less than 50% of the total number of Registrable Securities held by the Lovell Holders and Vestar Holders immediately following the redemption contemplated to occur in connection with the IPO, or (y) the registration statement pursuant to a Demand Registration is declared effective after the last day of the 42^nd month following the IPO:

(i) first, all Registrable Securities requested to be registered in the Demand Registration by any Lovell Holders, Vestar Holders, Shinsei Holders and any other Holder who so requests to have Registrable Securities registered in such Demand Registration, pro rata, based on the number of Registrable Securities available for sale (after giving effect to any transfer restrictions relating to such Registrable Securities) by each respective Holder; and

(d) Notwithstanding any provision in this Section 2.4 or elsewhere in the Agreement, no Registrable Securities proposed to be registered for the account of the Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof shall be included in any registration statement prior to the expiration of the restrictions on transfer applicable to such Registrable Securities.

Section 2.5 Lovell Holders and Vestar Holders Piggyback Registration.

(a) If, subject to the provisions of the Exchange Agreement governing restrictions on transfer, on or after the 180^th day after the IPO the Company proposes at any time to register any of its equity securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, or a registration that is related to a Demand Registration made by either the Lovell Holders or the Vestar Holders which are addressed in Section 2.2 above), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to the Lovell Holders and Vestar Holders which notice shall set forth the Lovell Holders’ and Vestar Holders’ rights under this Section 2.5 and shall offer the Lovell Holders and Vestar Holders the opportunity to include in a Piggyback Registration the number of Registrable Securities of the same class or series as those proposed to be registered as the Lovell Holders and Vestar Holders may request, subject to the provisions of this Section 2.5(a) and 2.5(b). Upon the request of the Lovell Holders and Vestar Holders made within seven business days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities, if any, intended to be registered by the Lovell Holders and Vestar Holders), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an Underwritten Offering, the Lovell Holders and Vestar Holders must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, as applicable, and (ii) if, at any time after giving notice of its intention to register any securities pursuant to this Section 2.5(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to the Lovell Holders and Vestar Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.5 shall relieve the Company of its obligations to effect the Shelf Registration to the extent required by Section 2.1 or a Demand Registration to the extent required by Sections 2.2. There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.5; provided, however, that no Piggyback Registration under this Section 2.5 shall require the Company to effectuate a Shelf Registration.

(b) Notwithstanding any provision in this Section 2.5 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting the Lovell Holders and Vestar Holders to effect a transfer of securities that is otherwise expressly prohibited by the terms of any applicable agreement between the Lovell Holders and Vestar Holders and the Company or any of its subsidiaries. The Company shall not be obligated to provide notice or afford Piggyback Registration to the Lovell Holders and Vestar Holders pursuant to this Section 2.5 unless some or all of the Lovell Holders’ and Vestar Holders’ Registrable Securities are permitted to be transferred under the terms of applicable agreements between the Lovell Holders and Vestar Holders and the Company or any of its subsidiaries.

(c) At any time prior to the effective date of the registration statement relating to such registration, the Lovell Holders and Vestar Holders may revoke such Piggyback Registration request by providing a notice to the Company revoking such request.

(d) Notwithstanding any provision in this Section 2.5 or elsewhere in the Agreement, the Company shall be entitled to elect to effect the registration under the Securities Act of all of the Registrable Securities held by the Lovell Holders and Vestar Holders in any individual Piggyback Registration, subject to the right of the Lovell Holders and Vestar Holders, in their individual capacities, to revoke all or a portion of their respective Piggyback Registration request pursuant to Section 2.5(c).

(e) Notwithstanding any provision in this Section 2.5 or elsewhere in the Agreement, the provisions of this Section 2.5 shall also apply to all Holders other than the Lovell Holders and Vestar Holders until the earlier to occur of the effectiveness of a Shelf Registration pursuant to Section 2.1(a) or the Second Anniversary (the “Other Holder Piggyback Period”). During the Other Holder Piggyback Period, each such notice required under this Section 2.5 shall also be given to all Holders other than the Lovell Holders and Vestar Holders. Nothing in this Section 2.5(e) is intended to affect in any respect the rights of the Vestar Holders or the Lovell Holders under this Section 2.5.

Section 2.6 Shinsei Holders Piggyback Registration.

(a) From and after the IPO Date and until the later of (i) the Fifth Anniversary, and (ii) such time as no piggyback rights are held by either the Lovell Holders or the Vestar Holders pursuant to Section 2.5 of this Agreement, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), whether for its own account or for the account of one or more stockholders of the Company, the Company shall each such time give prompt written notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to all Shinsei Holders, which notice shall set forth the Shinsei Holders’ rights under this Section 2.6 and shall offer the Shinsei Holders the opportunity to include in such Piggyback Registration the number of Registrable Securities of the same class or series as those proposed to be registered as the Shinsei Holders may request,

subject to the provisions of Sections 2.6(a) and 2.6(b). Upon the request of the Shinsei Holders made within seven (7) business days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities, if any, intended to be registered by the Shinsei Holders), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Shinsei Holders to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an Underwritten Offering, the Shinsei Holders must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, as applicable, and (ii) if, at any time after giving notice of its intention to register any securities pursuant to this Section 2.6(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to the Shinsei Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.6 shall relieve the Company of its obligations to effect a Shelf Registration to the extent required by Section 2.1 or a Demand Registration to the extent required by Section 2.3. There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.6; provided, however, that no Piggyback Registration under this Section 2.6 shall require the Company to effectuate a Shelf Registration.

(b) Notwithstanding any provision in this Section 2.6 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting the Shinsei Holders to effect a transfer of securities that is otherwise expressly prohibited by the terms of any applicable agreement between the Shinsei Holders and the Company or any of its subsidiaries. The Company shall not be obligated to provide notice or afford Piggyback Registration to the Shinsei Holders pursuant to this Section 2.6 unless some or all of the Shinsei Holders’ Registrable Securities are permitted to be transferred under the terms of applicable agreements between the Shinsei Holders and the Company or any of its subsidiaries.

(c) At any time prior to the effective date of the registration statement relating to such registration, the Shinsei Holders may revoke such Piggyback Registration request by providing a notice to the Company revoking such request.

(d) Notwithstanding any provision in this Section 2.6 or elsewhere in the Agreement, the Company shall be entitled to elect to effect the registration under the Securities Act of all of the Registrable Securities held by the Shinsei Holders in any individual Piggyback Registration, subject to the right of the Shinsei Holders, in their individual capacities, to revoke all or a portion of their respective Piggyback Registration request pursuant to Section 2.6(c).

Section 2.7 Priority on Piggyback Registrations.

(a) If a Piggyback Registration (that is not related to a Demand Registration made by the Lovell Holders, the Vestar Holders or the Shinsei Holders) involves an Underwritten Offering and the managing underwriter advises the Company, that, in its view, the number of Registrable Securities that any eligible Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i) first, so much of the Company securities proposed to be registered for the account of the Company

(ii) second, all Registrable Securities requested to be registered in the Piggyback Registration by the Shinsei Holders, the Lovell Holders and the Vestar Holders, pro rata, based on the number of Registrable Securities available for sale (after giving effect to any transfer restrictions relating to such Registrable Securities); and

Section 2.8 Lock-Up Agreements. If any registration of Registrable Securities shall be effected in connection with a Underwritten Offering, neither the Company nor any Holder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any shares of Common Stock or other security of the Company (except as part of such Underwritten Offering) until the earliest of (i) 180 days following the effective date of the registration statement in connection with the IPO, (ii) 90 days following other registrations of Registrable Securities pursuant to this Agreement, (iii) with respect to the Holders generally, such shorter time as may be agreed to by the underwriters with respect to any one Holder, and (iv) such time as members of management agree to with the underwriters with respect to the public sale or distribution of securities held by members of management.

Section 2.9 Registration Procedures. Whenever the Company is required to effect a registration hereunder (or, as applicable, requested to assist in connection with a sale under a shelf registration statement), the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as practicable, and, in connection with any such request, as applicable:

(a) The Company shall as expeditiously as reasonably practicable prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to (i) cause such

filed registration statement to become and remain effective, and (ii) promptly update such registration statement so that it does not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, until all of the Registrable Securities included in such registration statement shall have actually been sold thereunder; provided that, at the request of any Holder, the intended method of distribution relating to the sale of the Registrable Securities to be registered thereunder shall provide for individual Holders to be named as selling stockholders under such registration statement.

(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to each Holder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as a Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. The Holders shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to the Holders, and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify the Holders of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable best efforts to prevent the entry of such stop order or to remove it if entered.

(d) The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Holders reasonably (in light of the Holders’ intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all

other acts and things that may be reasonably necessary or advisable to enable a Holder to consummate the disposition of the Registrable Securities owned by such Holder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.9(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e) The Company shall immediately notify the Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to the Holders and file with the SEC any such supplement or amendment.

(f) The Company shall select an underwriter or underwriters in connection with any Underwritten Offering; provided that, in the event of a Demand Registration requested by the Lovell Holders or the Vestar Holders, such underwriter or underwriters shall be selected by the Lovell Holders or the Vestar Holders, as the case may be, with the consent of the Company (which consent shall not be unreasonably withheld). In connection with any Underwritten Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Underwritten Offering, including, to the extent necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the FINRA.

(g) Subject to the execution of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith judgment, the Company will give to the Holders, their counsel and accountants (i) reasonable and customary access to its books and records, that, in the opinion of the Board are pertinent corporate documents, and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel, to the Holders, to enable them to exercise its due diligence responsibility.

(h) The Company shall use its reasonable best efforts to furnish to the Holders and to each such underwriter, if any, a signed counterpart, addressed to the Holders or such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as the Holder and the underwriters reasonably request.

(i) Each Holder shall promptly furnish in writing to the Company such information regarding such Holder that is reasonably necessary for the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information regarding such Holder as may be legally required or advisable in connection with such registration.

(j) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.9(e), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Holder’s Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.9(e), and, if so directed by the Company, such Holders shall destroy all copies, other than any permanent file copies then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.9(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.9(e) to the date when the Company shall make available to the Holders a prospectus supplemented or amended to conform with the requirements of Section 2.9(e).

(k) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

(l) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

(m) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of Registrable Securities contemplated hereby.

Section 2.10 Registration Restrictions. Nothing in this Agreement shall be construed as to violate the restrictions set forth in Section 2.1 and Section 2.6 of the Exchange Agreement and no registration of Registrable Securities in violation of such provisions shall be effectuated.

Section 2.11 Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act pursuant to this Article II, the Company will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, each Holder, each affiliate of such Holder and its members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing, if applicable), each other person who participates as an underwriter in the offering or sale of such

securities and each other person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, and expenses (including reasonable attorney’s fees and reasonable expenses of investigation) to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by it in connection with investigating or defending against any such loss, claim, liability, action or proceeding; provided, that the Company shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company with respect to such seller through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof.

Section 2.12 Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holders or any underwriter to indemnify and hold harmless, severally and not jointly, the Company and all other prospective sellers of Registrable Securities with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company with respect to such seller through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or the Holders, or any of their respective affiliates, directors, officers or controlling persons and shall survive the transfer of such securities by such person. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Section 2.13 Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to be made against an

indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Section 2.14 Contribution. If the indemnification provided for in this Article II from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 2.14 as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. In no event shall the liability of the Holders hereunder be greater in amount than the dollar amount of the proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.14 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Section 2.15 Underwritten Offering

(a) A Holder may not participate in any Underwritten Offering hereunder unless such Holder (A) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Lovell Holders and Vestar Holders with respect to any Underwritten Offering pursuant to Section 2.2, or by the Shinsei Holders with respect to any Underwritten Offering pursuant to Section 2.3, or by the Company with respect to any Underwritten Offering pursuant to Sections 2.5 or 2.6 and (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

(b) If Registrable Securities are to be sold in a Underwritten Offering, the Company agrees to include in the registration statement, or in the case of a Shelf Registration, a prospectus supplement, to be used all such information as may be reasonably requested by the underwriters for the marketing and sale of such Registrable Securities.

Section 2.16 Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and a Holder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or Governmental Authority other than the Securities Act.

Section 2.17 Rule 144 Information/Exchange Act Reporting. With (i) a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration, and (ii) to keep any registration statement on Form S-3 filed pursuant hereto effective, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to each Holder of Registrable Securities forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any Registrable Securities without registration.

Section 2.18 No Transfer of Registration Rights. Unless the Lovell Holders or the Vestar Holders transfer, respectively, all or any portion of their rights as beneficial owners of New Class A Units and Class B Shares to another person or an affiliate in accordance with the terms of the LLC Agreement, or the Shinsei Holders transfer all or any portion of their rights as beneficial owners of Class A Shares to another person or an affiliate in accordance with the terms of the Stockholders Agreement, none of the rights of the Holders under this Article II shall be assignable by any Holder to any person acquiring securities.

Section 2.19 Parties in Interest. Each Holder shall be entitled to receive the benefits of this Agreement and shall be bound by the terms and provisions of this Agreement by reason of its election to participate in a registration under this Article II. To the extent

Registrable Securities are effectively transferred in accordance with Section 2.18, the transferee of such Registrable Securities shall be entitled to receive the benefits of this Agreement and shall be bound by the terms and provisions of this Agreement upon becoming bound hereby pursuant to Section 3.1(b).

Section 2.20 Mergers, Recapitalizations, Exchanges or Other Transactions Affecting Registrable Securities. The provisions of this Agreement shall apply to the full extent set forth herein with respect to the Registrable Securities, to any and all securities or capital stock of the Company or any successor or assign of any such person (whether by merger, amalgamation, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of such Registrable Securities, by reason of any dividend, split, issuance, reverse split, combination, recapitalization, reclassification, merger, amalgamation, consolidation or otherwise.

Section 2.21 Registration Expenses. The Company shall pay all Registration Expenses promptly upon request for payment or reimbursement therefore in connection with any registration, request for registration, or Underwritten Offering of Registrable Securities hereunder. The obligation to pay the Registration Expenses shall apply irrespective of whether a registration, once properly demanded, becomes effective, is delayed, withdrawn or suspended, or in the case of an Underwritten Offering is consummated.

Section 2.22 No Inconsistent Agreements. The Company has not and shall not enter into any agreement with respect to the Company’s securities that is inconsistent with the rights granted to the Holders under this Agreement or that otherwise conflicts with the provisions hereof. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any Common Stock or Common Stock equivalents. Unless otherwise consented to in writing by holders of a majority of the Registrable Securities held by each of (i) the Vestar Holders, (ii) the Lovell Holders and (iii) the Shinsei Holders, the following terms shall apply to any grant by the Company to any person (an “Other Demanding Party”) of any right to initiate (an “Other Demand Right”) the registration of any Common Stock or Common Stock equivalents (a “Registration”):

(i) no Other Demand Right shall be granted that will permit an Other Demanding Party the right to demand a Registration at any time prior to the date that is eighteen months after the IPO;

(ii) in connection with any Other Demand Right the Vestar Holders, the Lovell Holders and the Shinsei Holders will have the right to piggyback on any such Registration and if a Registration pursuant to an Other Demand Right involves an Underwritten Offering and for what ever reason the number of shares requested to be included in such registration exceeds the Maximum Offering Size then the Vestar Holders, the Lovell Holders and the Shinsei Holders shall be given equal priority on a pro rata basis based on the

number of shares held by such persons and available for sale in such sale with the Other Demanding Party; and

(iii) if the Company so elects, the Other Demanding Party may be provided with the right to piggyback on any Demand Registration pursuant to Section 2.2 hereof and/or Section 2.3 hereof and if any such Registration involves an Underwritten Offering and for whatever reason the number of shares requested to be included in such registration exceeds the Maximum Offering Size then the Other Demanding Party shall be given equal priority on a pro rata basis based on the number of shares held by such persons and available for sale in such sale with the “other Holders” or “other persons” pursuant to Section 2.3(d)(iii), 2.4(a)(iii), 2.4(b)(ii) or 2.4(c)(ii) as applicable.

ARTICLE III

MISCELLANEOUS

Section 3.1 Term of the Agreement; Termination of Certain Provisions.

(a) The term of this Agreement shall continue until such time as no Registrable Securities are held by any Holder, except that Sections 2.11, 2.12, 2.13, 2.14 and Section 3.3 shall survive.

(b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, each Holder shall be bound by the provisions of this Agreement with respect to any of its Registrable Securities until such time as such Holder ceases to hold any Registrable Securities. Thereafter, such Holder shall no longer be bound by the provisions of this Agreement.

Section 3.2 Amendments; Waiver.

(a) Subject to the limitations set forth in Section 3.2(b), the provisions of this Agreement may be amended only by the holders of a majority of the Registrable Securities.

(b) Any amendment of this Agreement that may adversely affect the rights of the Lovell Holders, the Vestar Holders or the Shinsei Holders shall require the approval of a majority of each of the Lovell Holders, Vestar Holders and the Shinsei Holders, so adversely affected, respectively.

(c) In addition to any other vote or approval that may be required under this Section 3.2, any amendment of this Agreement that has the effect of changing the

obligations of the Company hereunder to make such obligations materially more onerous to the Company shall require the approval of the Company.

(d) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective.

Section 3.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTS OF LAW PRINCIPLES ( OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 3.4 Notices.

(a) Any communication, demand or notice to be given hereunder will be duly given (and shall be deemed to be received) when delivered in writing by hand or first class mail or by telecopy to a party at its address as indicated below:

If to the Company,

Duff & Phelps Corporation
55 East 52^nd Street
New York, NY 10055
Attention: General Counsel
Fax: (212) 450-2801

with a copy (which shall not constitute notice to the Company) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
Attention: David J. Goldschmidt, Esq.

If to a Holder,

to the address and facsimile set forth in the records of the Company.

(b) Unless otherwise provided to the contrary herein, any notice which is required to be given in writing pursuant to the terms of this Agreement may be given by telecopy.

Section 3.5 Severability. If any provision of this Agreement is finally held to be invalid, illegal or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

Section 3.6 Specific Performance. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any part to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall, subject to Section 3.3, be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may be then available.

Section 3.7 Assignment; Successors. This Agreement shall be binding upon and inure to the benefit of the respective legatees, legal representatives, successors and assigns of each Holder; provided, however, that a Holder may not assign this Agreement or any of his rights or obligations hereunder, except pursuant to Section 2.18, and any purported assignment in breach hereof by a Holder shall be void; and provided further that no assignment of this Agreement by the Company or to a successor of the Company (by operation of law or otherwise) shall be valid unless such assignment is made to a person which succeeds to the business of such person substantially as an entirety.

Section 3.8 No Third-Party Rights. Other than as expressly provided herein, nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

Section 3.9 Section Headings. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

Section 3.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed this Agreement as of the dates indicated.


		DUFF & PHELPS CORPORATION

		By:		/s/ Noah Gottdiener

		Name:		Noah Gottdiener
		Title:		Chief Executive Officer

		LM DUFF		HOLDINGS, LLC

		By: Lovell Minnick Equity Partners II LP, its Manager

		By: Lovell Minnick Equity Advisors II LLC, its General Partner

		By: Lovell Minnick Partners LLC, its Managing Member

		By:		/s/ Robert Belke

				Name: Robert Belke
				Title: Managing Director

		LOVELL MINNICK EQUITY PARTNERS LP

		By: Lovell Minnick Equity Advisors LLC, its General Partner

		By: Lovell Minnick Partners LLC, its Managing Member

		By:		/s/ Robert Belke

		Name:		Robert Belke
		Title:		Managing Director

Signature Page to the Registration Rights Agreement


		VESTAR CAPITAL PARTNERS IV, L.P.

		By: Vestar Associates IV, L.P., its General Partner

		By: Vestar Associates Corporation IV, its General Partner

		By:		/s/ Sander Levy

		Name:		Sander Levy
		Title:		Managing Director

		VESTAR/D&P HOLDINGS LLC

		By:		/s/ Sander Levy

		Name:		Sander Levy
		Title:		Managing Director

		SHINSEI BANK, LIMITED

		By:		/s/ Edward Gilbert

		Name:		Edward Gilbert
		Title:		General Manager

Signature Page to the Registration Rights Agreement


		ON BEHALF OF EACH OF THE INDIVIDUAL MEMBERS OF DUFF & PHELPS ACQUISITIONS, LLC

		NOAH GOTTDIENER

		By:		/s/ Noah Gottdiener

		Name:		Noah Gottdiener
		Title:		Attorney-In-Fact for the Members

		GERARD CREAGH

		By:		/s/ Gerard Creagh

		Name:		Gerard Creagh
		Title:		Attorney-In-Fact for the Members

Signature Page to the Registration Rights Agreement

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