SEPARATION AGREEMENT

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THIS SEPARATION AGREEMENT dated as of May 22, 2009 between Morgan Stanley, a Delaware corporation (“ Morgan Stanley ”) and MSCI Inc., a Delaware corporation (“ MSCI ”) (collectively, the “ Parties ”).

WHEREAS, Morgan Stanley intends to sell all of the outstanding shares of class A common stock, par value $0.01 per share, of MSCI (“ MSCI Class A Common Stock ”) 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 ”);

WHEREAS, the Parties hereto have determined to set forth certain agreements that will govern the relationship between the Parties in connection with the Sale;

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:

“ Agreement ” means this Separation Agreement together with all Schedules hereto and all amendments, modifications and changes hereto and thereto.

“ Ancillary Agreements ” means the Tax Sharing Agreement, the Employee Matters Agreement, the Services Agreement and the Shareholder Agreement.

“ Business Day ” means any day, other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law to close.

“ Claims ” has the meaning set forth in Section 5.01.

“ Claims Made Policies ” has the meaning set forth in Section 3.04(a).

“ Confidential Information ” has the meaning set forth in Section 2.01.

“ Disposing Party ” has the meaning set forth in Section 5.03.

“ Employed Lawyers E&O Policy ” has the meaning set forth in Section 3.02.

“ Employee Matters Agreement ” means the Employee Matters Agreement between Morgan Stanley and MSCI dated as of May 22, 2009.

“ End Date ” has the meaning set forth in Section 3.02.

“ FIFO Basis ” means, with respect to the payment of Unrelated Claims pursuant to the same Shared Policy, the payment in full of each successful claim (regardless of whether a Morgan Stanley Insured Party or a MSCI Insured Party is the claimant) in the order in which such successful claim is approved by the insurance carrier, until the limit of the applicable Shared Policy is met.

“ Governmental Authority ” means any multinational, foreign, federal, state, local or other governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral authority which has any jurisdiction or control over either Party (or their Affiliates).

“ Indemnifying Party ” has the meaning set forth in Section 5.01.

“ Indemnitee ” has the meaning set forth in Section 5.01.

“ Insured Party ” means a Morgan Stanley Insured Party or a MSCI Insured Party.

“ Liabilities ” means any and all claims, debts, liabilities and obligations, absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses relating thereto, and including, without limitation, those debts, liabilities and obligations arising under this Agreement, any Applicable Law, or any award of any arbitrator of any kind, and those arising under any agreement, commitment or undertaking.

“ Losses ” means, with respect to any person, any and all damages, losses, liabilities and expenses incurred or suffered by such person (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any and all Actions or threatened Actions).

“ Morgan Stanley Business ” means the business conducted by the MS Group from time to time (but excluding the MSCI Business), whether before, on or after the Sale.

“ Morgan Stanley Insured Party ” means any member of the MS Group that is named insured, additional named insured or insured under any Shared Policy.

“ Morgan Stanley Policies ” has the meaning set forth in Section 3.02.

“ MSCI Business ” means the business conducted by the MSCI Group from time to time, whether before, on or after the Sale.

“ MSCI Insured Party ” means any member of the MSCI Group that is named insured, additional named insured or insured under any Shared Policy.

“ Non-Paying Party ” has the meaning set forth in Section 4.01.

“ Occurrence Based Policies ” has the meaning set forth in Section 3.04(a).

“ Paying Party ” has the meaning set forth in Section 4.01.

“ Receiving Party ” has the meaning set forth in Section 5.03.

“ Related Claims ” means a claim or claims against a Shared Policy made by one or more MSCI Insured Parties, on the one hand, and one or more Morgan Stanley Insured Parties, on the other hand, filed in connection with Losses suffered by either a MSCI Insured Party or a Morgan Stanley Insured Party, as the

case may be, arising out of the same underlying transaction or series of transactions or event or series of events that have also given rise to Losses suffered by a Morgan Stanley Insured Party or a MSCI Insured Party, as the case may be, which Losses are the subject of a claim or claims by such Person against a Shared Policy.

“ Representatives ” has the meaning set forth in Section 2.01.

“ Services Agreement ” means the Services Agreement by and between Morgan Stanley and MSCI Inc. dated as of November 20, 2007, as amended on July 21, 2008.

“ Shareholder Agreement ” means the Amended and Restated Shareholder Agreement by and between Morgan Stanley and MSCI Inc. dated as of July 21, 2008.

“ Shared Policies ” has the meaning set forth in Section 3.04(a).

“ Sale Time ” means 12:00 p.m. on the Sale Date.

“ Third Party ” means a Person that is not an Affiliate of the MSCI Group or MS Group.

“ Unrelated Claims ” means a claim or claims against a Shared Policy that is not a Related Claim.

Section 1.02 . Interpretation. In this Agreement, unless the context clearly indicates otherwise:

(a)   words used in the singular include the plural and words used in the plural include the singular;

(b)   references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement;

(c)  references to any gender include the other gender;

(d)   the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e)   references to any Article, Section or Schedules mean such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause mean such clause of such Section or definition;

(f)   the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

(g)   references to any agreement, instrument or other document mean such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(h)   references to any law (including statutes and ordinances) mean such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(i)   relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(j)   accounting terms used herein shall have the meanings historically ascribed to them by Morgan Stanley and its Subsidiaries, including MSCI, in its and their internal accounting and financial policies and procedures in effect prior to the date of this Agreement;

(k)   the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(l)   any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Affiliates to take such action or refrain from taking such action, as the case may be; and

(m)   unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States.

Section 2.01 . Confidentiality. Each Party acknowledges that it may have in its possession, and, in connection with this Agreement and the Ancillary Agreements, may receive, confidential information of the other Party or any member of its Group (including information in the possession of such other Party relating to its clients or customers) (“ Confidential Information ”). Each Party

Section 2.02 . Access to and Delivery of Information. (a) For a period of six years after the Sale Date (or longer with respect to any open audit periods, provided that the Group requesting such access shall have given reasonable notice   of the open audit period to the other Group prior to the end of such six year period), each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access during normal business hours to its books of account, financial and other records (including accountant’s work papers, to the extent consents have been obtained), information, employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with

(b) Without limiting the generality of the foregoing, until the end of the first full MSCI fiscal year occurring after the Sale Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Sale Date occurs), each Party shall use reasonable efforts, to cooperate with and deliver the other Party’s information requests to enable the other Party to meet its timetable for dissemination of its earnings releases, financial statements and enable such other Party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Section 3.02 . Ownership of Existing Policies and Programs. Morgan Stanley or any member of the MS Group will continue to own all insurance policies, in