X0202 3 2007-10-03 0 0001397821 Duff & Phelps Corp DUF 0001091468 VESTAR CAPITAL PARTNERS IV LP 245 PARK AVENUE 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001413600 VESTAR/D&P HOLDINGS LLC 245 PARK AVENUE 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001413601 VESTAR ASSOCIATES IV, L.P. 245 PARK AVENUE 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001413602 VESTAR ASSOCIATES CORP IV 245 PARK AVENUE 41ST FLOOR NEW YORK NY 10167 0 0 1 0 Duff & Phelps Acquisitions, LLC New Class A Units Duff & Phelps Corporation Class A common stock 6583021 I See Footnote Pursuant to an exchange agreement entered into in connection with the closing of the initial public offering of Duff & Phelps Corporation (the "IPO"), holders of New Class A Units of Duff & Phelps Acquisitions, LLC ("DPA") issued in connection with the reorganization of DPA immediately prior to the consummation of the IPO (the "Reorganization") may exchange their New Class A Units for Class A common stock of Duff & Phelps Corporation 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 Class A common stock at any time prior to March 31, 2008, other than as set forth in the exchange agreement. This number represents the holding by Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC after 3,478,124 New Class A Units of DPA were redeemed from Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC in connection with the closing of the IPO. Units may be deemed to be beneficially owned by Vestar Associates Corporation IV, the general partner of Vestar Associates IV, L.P., the general partner of Vestar Capital Partners IV, L.P., but such persons disclaim beneficial ownership of the units, except to the extent of their pecuniary interest therein, if any. By: Vestar Associates IV, L.P., its General Partner; By: Vestar Associates Corporation IV, its General Partner; By: Sander Levy, Managing Director; /s/ Sander Levy 2007-10-09 /s/ Sander Levy 2007-10-09 By: Vestar Associates Corporation, its general partner; By /s/ Sander Levy 2007-10-09 /s/ Sander Levy 2007-10-09