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Exhibit
10.28
AMENDMENT NO. 1 TO
SERVICES AGREEMENT
This Amendment No. 1 to
Services Agreement (this “ Amendment ”) is
entered into as of [
], 2008 by and between Morgan Stanley, a Delaware corporation
(“ Morgan Stanley ”) and MSCI Inc., a Delaware
corporation (“ MSCI ”).
RECITALS
WHEREAS, Morgan Stanley and
MSCI are parties to a Services Agreement dated as of
November 20, 2007 (“ Services Agreement ”)
pursuant to which Morgan Stanley provides certain services to the
MSCI Group; and
WHEREAS, in accordance with
Section 8.12 of the Services Agreement, Morgan Stanley and
MSCI wish to amend the Services Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Morgan Stanley and MSCI, for themselves, their
successors and permitted assigns, hereby agree as
follows:
Section 1 . Defined
Terms; References. (a) Unless otherwise defined herein,
all capitalized terms used herein shall have the meaning given to
those terms in the Services Agreement. Each reference to
“hereof”, “hereunder”,
“herein”, and “hereby” and each other
similar
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