FIRST AMENDMENT TO THE EXCHANGE AGREEMENT

FIRST AMENDMENT TO THE

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 individual MEMBERS listed on the signature pages hereto

Dated as of October 5, 2009

THIS FIRST AMENDMENT TO THE EXCHANGE AGREEMENT (the "Amendment") is made and entered into as of October 5, 2009, by and among Duff & Phelps Acquisitions LLC ("DPA"), LM Duff Holdings, LLC and Lovell Minnick Equity Partners LP (collectively, "Lovell Minnick"), Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings LLC (collectively, "Vestar"), and the other Members listed on the signature pages hereto (collectively with DPA, Lovell Minnick and Vestar, the "Amending Members").

WHEREAS, the Amending Members and certain other Members have entered into that certain Exchange Agreement, dated as of October 3, 2007 (the "Agreement"), 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 therein;

WHEREAS, each Member owns one or more New Class A Units and Class B Shares;

WHEREAS, in accordance with Section 2.1(a)(v) of the Agreement, the independent directors of Duff & Phelps Corporation have approved this Amendment; and

WHEREAS, in accordance with Section 3.10 of the Agreement, the Amending Members have agreed to amend the Agreement as set forth herein.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

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: