X0202 4 2008-04-18 0 0001313918 Deerfield Capital Corp. DFR 0001363576 Smith Richard Gerard 6250 NORTH RIVER ROAD ROSEMONT IL 60018 0 1 0 0 Chief Financial Officer Performance Share 2008-04-18 4 A 0 24953 A Common Stock 24953 24953 D Performance Shares are awards that are issued pursuant to the Company's First Amended and Restated Stock Incentive Plan (the "Plan") and that are stated with reference to a specified number of shares of the Company's Common Stock, and entitle the holder to receive a cash payment or shares of Common Stock or a combination thereof. Each Performance Share awarded to the reporting person represents the right to receive one share of the Company's Common Stock on March 3, 2011, subject to forfeiture or acceleration upon specified conditions. The Performance Shares were awarded in partial reduction of the cash compensation otherwise payable to the reporting person. The Transaction Date is the adoption date of the resolution of the Company's Board of Directors amending the Plan to permit the grant of the category of Performance Shares being issued to the reporting person, which grant had been previously approved by the Company's Compensation Committee. /s/ Richard G. Smith 2008-04-22