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                                                                   Exhibit 10.9

                           INCENTIVE COMPENSATION PLAN



PURPOSE

         The development of Duff & Phelps Credit Rating Co. (the "Company") 
as a professional financial services corporation requires an Incentive 
Compensation Plan for its officers. The Plan is designed to provide incentive 
compensation based on the overall performance of Duff & Phelps Credit Rating 
Co.

         The Incentive Compensation Plan has two main purposes. First, the 
Plan is designed to reward outstanding performance of the officers who by 
their positions can make a meaningful contribution to the growth of the 
Company. Specific objectives of the Plan include the attraction, motivation, 
and retention of key management and professional staff. Participation in the 
Plan should focus officers' attention on providing top quality service to our 
clients, increasing productivity and obtaining new business opportunities to 
increase the profitability of the Company. In addition to the opportunity for 
extra compensation, the Plan provides some variability in the Company's 
salary structure depending upon the overall financial success of the Company. 
The Plan provides a basis for the distribution of incentive compensation 
based upon the overall profitability of Duff & Phelps Credit Rating Co. as 
well as predetermined standards of performance for each individual. This Plan 
is meant to be a guideline for determining the amount of and the allocation 
of incentive compensation.

PLAN GOVERNANCE

         The Compensation Committee of the Duff & Phelps Credit Rating Co. 
Board of Directors is responsible for the governance of the Plan. 
Recommendations regarding eligibility, participation, performance assessment 
and earned awards are made to the Compensation Committee by the Executive 
Committee. The determination of the Compensation Committee shall be 
conclusive and binding on all participants. The Compensation Committee has 
the right to make changes to the Plan if necessary because of unusual 
circumstances or because of the Company's financial needs.

ELIGIBILITY

         Employees who are officers of the Company will be eligible to 
participate in the Plan. Under special circumstances, support staff managers 
and staff members who are not officers will be eligible to participate in the 
Plan.

PARTICIPATION

         Each person's participation in the Plan will be subject to the 
annual nomination by the officer's supervisor and approval by the Executive 
Committee.


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PERFORMANCE ASSESSMENT

         The Plan incorporates an evaluation of performance which is based on 
qualitative and/or quantitative factors. Each officer will be evaluated by 
his/her supervisor at least once each year. This evaluation will be made with 
the participant and will include a review of each area of responsibility, 
work performance, and results achieved. This evaluation will be the basis for 
the incentive compensation recommendation.

AWARD DETERMINATION

         Awards under the Incentive Compensation Plan are recommended to the 
Executive Committee for each participant. This recommendation will be made 
after a review with the officer of his/her performance for the year. The 
Executive Committee will review, modify, and/or approve the recommendation 
for each individual before submission to the Compensation Committee for final 
approval.

INCENTIVE COMPENSATION FUND

         The target amount of incentive compensation is determined at the 
beginning of each year and takes into consideration the level of current and 
future income of the Company plus the cash needs of the business. The amount 
of the incentive compensation will vary by an amount equal to 40% of the 
operating income variance from the goal. The total amount available to be 
distributed as cash awards under the Incentive Compensation Plan cannot 
exceed 20% of the Company's pre-tax operating income before depreciation, 
bonuses and name use fees.

         The incentive compensation is much more sensitive in percentage 
terms than the operating income. This leverage aspect is designed to provide 
incentive opportunities for increased profitability of the Company and to 
provide downside protection to the Company if the goals are not met.

VESTING OF AWARDS

         Awards under the Plan will vest as of the last day of each Plan 
year. Participants who leave the Company during a Plan year forfeit any 
rights to an award for that year. The Executive Committee may make a partial 
award to a participant who leaves the Company during a Plan year due to 
death, total and permanent disability, or retirement.

PAYMENT OF AWARD

         The payment of awards will be made as soon as practicable after the 
Executive Committee completes its assessment of individual and corporate 
performance for the year and the Compensation Committee of the Board of 
Directors approves the awards.


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TERMS OF EMPLOYMENT

         Nothing in the plan shall interfere with or limit in any way the 
right of the Company to terminate any participant's employment at any time, 
nor confer upon any participant any right to continue in the employ of the 
Company.









                              


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