EXECUTION
COPY
May 22, 2009
MSCI Inc.
88 Pine Street
New York, NY 10005
Attn. Frederick W.
Bogdan, General Counsel
Telephone: (212) 804-2930
Re: Services
Agreement by and between Morgan Stanley and MSCI
Inc.
Ladies and Gentlemen:
Morgan Stanley (“ Morgan
Stanley ”) and MSCI Inc. (“ MSCI ”
and, together with Morgan Stanley, the “ Parties
”) have entered into a Services Agreement dated as of
November 20, 2007 (the “ Services Agreement ”),
as amended July 21, 2008. Except as otherwise provided
in this letter agreement (the “ Letter Agreement
”), all capitalized terms used without definition herein
shall have the meanings ascribed to them in the Services
Agreement.
Morgan Stanley intends to sell all
of the outstanding shares of Class A common stock, par value $0.01
per shares, of MSCI and its subsidiaries owned by Morgan Stanley
(the “ Sale ”, and the date of the consummation
of the disposition of all shares of MSCI Class A Common Stock held
by Morgan Stanley, the “ Sale Date
”).
In connection with the Sale, and
pursuant to, and in accordance with, Section 8.12 of the Services
Agreement, by executing this Letter Agreement the Parties hereby
agree that the Schedules are hereby terminated in their entirety
and replaced with the Amended and Restated Schedules attached to
this Letter Agreement.
Except as amended by this Letter
Agreement, all provisions of the Services Agreement and the
exhibits thereto shall remain in full force and effect following
the Sale Date
