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                                                                    Exhibit 10.2
                        MORNINGSTAR, INC. INCENTIVE PLAN



                                    ARTICLE 1

                              STATEMENT OF PURPOSE

The compensation policies of Morningstar, Inc. (the "Company") are intended to
support the Company's overall objective of enhancing Shareholder value. In
furtherance of this philosophy, the Company has designed this Morningstar, Inc.
Incentive Plan (the "Plan") to provide incentives for business performance,
reward contributions towards goals consistent with the Company's business
strategy, and enable the Company to attract and retain highly qualified
Employees.

                                    ARTICLE 2

                                   DEFINITIONS

The terms used in this Plan include the feminine as well as the masculine gender
and the plural as well as the singular, as the context in which they are used
requires. The following terms, unless the context requires otherwise, are
defined as follows:

2.1  "AFFILIATE" means any parent, subsidiary or other entity that is (directly
     or indirectly) controlled by, or controls, the Company.

2.2  "BOARD" means the Morningstar, Inc. Board of Directors.

2.3  "BONUS" means the incentive compensation determined under Section 4.4 of
     the Plan payable in cash.

2.4  "BONUS BANK" means a bookkeeping account maintained by the Company pursuant
     to Section 4.6(b) of the Plan.

2.5  "BONUS POOL" means an amount that may be allocated to a Business Unit for
     allocation among the Eligible Employees of such Business Unit.

2.6  "BUSINESS UNIT" means an organizational unit of business within the
     Company, as identified by the Company.

2.7  "CODE" means the Internal Revenue Code of 1986, as amended.

2.8  "COMMITTEE" means the Compensation Committee of the Board or any successor
     committee with responsibility for compensation, or any subcommittee, as
     long as the number of Committee members and their qualifications shall at
     all times be sufficient to meet the applicable requirements for "outside
     directors" under Section 162(m) and the regulations thereunder and the
     independence requirements of the NASDAQ marketplace rules or any other
     applicable exchange on which Morningstar, Inc.'s common equity is at the
     time listed, in each case as in effect from time to time.

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2.9  "COMPANY" means Morningstar, Inc. and any of its Subsidiaries that adopt
     this Plan or that have Employees who are participants under this Plan.

2.10 "DISABILITY" means permanent and total disability as defined in the
     Company's long term disability plan, or if no such plan is then in effect,
     as defined in Code Section 22(e)(3).

2.11 "EFFECTIVE DATE" means January 1, 2005.

2.12 "EMPLOYEE" means any person employed on a full-time or part-time basis by
     the Company or an Affiliate in a common law employee-employer relationship,
     but shall not include any commissioned sales employees, temporary
     employees, interns, leased employees, or independent contractors. A
     Participant shall not cease to be an Employee for purposes of this Plan in
     the case of (i) any leave of absence approved by the Company, or (ii)
     transfers between locations of the Company or among the Company, its
     Subsidiaries or any successor.

2.13 "EXECUTIVE OFFICER" means any Employee who is an "executive officer" as
     defined in Rule 3b-7 promulgated under the Exchange Act.

2.14 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

2.15 "PARTICIPANT" means an Executive Officer or Employee as described in
     Article 3 of this Plan.

2.16 "PERFORMANCE PERIOD" means the period for which a Bonus may be paid. Unless
     otherwise specified by the Committee, the Performance Period shall be a
     calendar year, beginning on January 1 and ending on December 31 of any
     year.

2.17 "PLAN" means the Morningstar, Inc. Incentive Plan, as it may be amended
     from time to time.

2.18 "RETIREMENT" means a Termination of Employment, after appropriate notice to
     the Company, (a) on or after the earliest permissible retirement date under
     a qualified pension or retirement plan of the Company, or (b) upon such
     terms and conditions approved by the Committee, or officers of the Company
     designated by the Board or the Committee.

2.19 "SEC" means the U.S. Securities and Exchange Commission.

2.20 "SECTION 162(M)" means Code Section 162(m) and regulations promulgated
     thereunder by the Secretary of the Treasury.

2.21 "TERMINATION OF EMPLOYMENT" means (a) the termination of the Participant's
     active employment relationship with the Company, unless otherwise expressly
     provided by the Committee, or (b) the occurrence of a transaction by which
     the Participant's employing Company ceases to be an Affiliate.

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                                    ARTICLE 3

                                  PARTICIPATION

An Executive Officer or other Employee of the Company designated by the
Committee individually or by classification shall be a Participant in this Plan
and shall continue to be a Participant until any Bonus he may receive has been
paid or forfeited under the terms of this Plan. The amount of a Participant's
Bonus, if any, will be governed by Article 4.

                                    ARTICLE 4

                                INCENTIVE BONUSES

4.1  OBJECTIVE PERFORMANCE GOALS. The Committee shall establish written,
     objective performance goals for a Performance Period not later than 90 days
     after the beginning of the Performance Period (but not after more than 25%
     of the Performance Period has elapsed). The objective performance goals
     shall be stated as specific amounts of, or specific changes in, one or more
     of the financial measures described in Section 4.2. Objective performance
     goals may also include operational goals such as: productivity, safety,
     other strategic objectives and individual performance goals. The objective
     performance goals need not be the same for different Performance Periods
     and for any Performance Period may be stated: (a) as goals for Morningstar,
     Inc., for one or more of its Subsidiaries, Business Units, divisions,
     organizational units, or for any combination of the foregoing; (b) on an
     absolute basis or relative to the performance of other companies or of a
     specified index or indices, or be based on any combination of the
     foregoing; and (c) separately for one or more Participants or Business
     Units, or in any combination of the two.

4.2  FINANCIAL MEASURES. The Committee shall use any one or more of the
     following financial measures to establish objective performance goals under
     Section 4.1: earnings before interest and taxes (EBIT); earnings before
     interest, taxes, depreciation and amortization (EBITDA); net earnings;
     operating earnings or income; earnings growth; net income (absolute or
     competitive growth rates comparative); net income per share; cash flow,
     including operating cash flow, free cash flow, discounted cash flow return
     on investment, and cash flow in excess of cost of capital; earnings per
     share; return on shareholders' equity (absolute or peer-group comparative);
     stock price (absolute or peer-group comparative); absolute and/or relative
     return on common shareholders' equity; absolute and/or relative return on
     capital; absolute and/or relative return on assets; economic value added
     (income in excess of cost of capital); customer satisfaction; expense
     reduction; ratio of operating expenses to operating revenues; gross revenue
     or revenue by pre-defined business segment (absolute or competitive growth
     rates comparative); revenue backlog; margins realized on delivered
     services; total Shareholder return; dept-to-capital ratio or market share.
     The Committee may specify any reasonable definition of the financial
     measures it uses. Such definitions may provide for reasonable adjustments
     and may include or exclude items, including but not limited to: realized
     investment gains and losses; extraordinary, unusual or non-recurring items;
     gains or losses on the sale of assets; changes in accounting principles or
     the application thereof; currency fluctuations, acquisitions, divestitures,
     or necessary financing activities;

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     recapitalizations, including stock splits and dividends; expenses for
     restructuring or productivity initiatives; and other non-operating items.

4.3  PERFORMANCE EVALUATION. Within a reasonable time after the close of a
     Performance Period, the Committee shall determine whether the objective
     performance goals established for that Performance Period have been met by
     the respective Company, Business Unit, Executive Officers, Employees or
     otherwise subject to such performance goals, and the extent to which such
     performance goals may have been exceeded.

4.4  BONUS. If the Committee has determined that objective performance goals
     established for that Performance Period have been satisfied, the Committee
     will determine in its discretion or based on formulae the Committee may
     establish for such Performance Period, the amount of bonuses payable by the
     Company. Bonus amounts determined by the Committee may be expressed as
     individual Bonuses payable to an Employee or as one or more Bonus Pools to
     be allocated to one or more Business Units. Any Bonus Pool will thereafter
     be allocated as individual Bonuses among Employees employed by such
     Business Unit in the discretion of the senior executive of such Business
     Unit (or his or her designee).

4.5  ELIGIBILITY FOR PAYMENTS.

          (a) Except as otherwise provided in this Section 4.5, a Participant
     will be eligible to receive his or her Bonus only if the Participant is
     employed by the Company continuously from the first day of the Performance
     Period up to and including the last day of the Performance Period.

          (b) Under Section 4.5(a), a leave of absence that lasts less than
     three months and that is approved in accordance with applicable Company
     policies is not a break in continuous employment. In the case of a leave of
     absence of three months or longer: (1) the Committee shall determine
     whether the leave of absence constitutes a break in continuous employment,
     and (2) if a Participant is on a leave of absence on the last day of the
     Performance Period, the Committee may require that the Participant return
     to active employment with the Company at the end of the leave of absence as
     a condition of receiving the Bonus or payment. Any determination as to a
     Participant's eligibility for a Bonus or payment under this Section 4.5(b)
     may be deferred for a reasonable period after such Participant's return to
     active employment.

          (c) The Committee may determine, in its sole discretion, that (i) a
     Bonus will be payable pro-rata for a Participant who either becomes an
     Employee during the Performance Period or terminates his or her employment
     with the Company during the Performance Period due to death, Retirement or
     Disability.

4.6  PAYMENT, BONUS BANK OR DEFERRAL OF THE BONUS.

          (a) As soon as practicable after the amount of a Participant's Bonus
     is determined under Section 4.4, the Company shall pay the portion of the
     Bonus to the Participant that is not otherwise put in Bank or deferred
     under this Section 4.6. Payments under the Plan shall be made on or before
     the date that is 2-1/2 months after the end of the

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     calendar year which includes the end of the Performance Period. The Company
     shall deduct from any Bonus, any applicable Federal, state and local income
     and employment taxes, and any other amounts that the Company is otherwise
     required to deduct. Any payment attributable to a deceased Participant
     shall be made to the beneficiary designated in the Company's qualified
     401(k) plan or, if no beneficiary is so designated, to his or her spouse
     or, if none, to his or her estate.

          (b) The Committee may in its discretion designate that any portion of
     a Participant's Bonus for a Performance Period shall be held in a Bonus
     Bank. Any Bonus held in a Bonus Bank shall become payable only upon the
     satisfaction of objective performance goals identified and established by
     the Committee for the following Performance Period. If such objective
     performance goals are met in the following Performance Period, the Bonus
     held in a Bonus Bank on behalf of such Participant shall be payable under
     Section 4.6(a), with interest at a risk-free rate as determined by the
     Committee. If such objective performance goals are not met in the following
     Performance Period, any Bonus held in a Bonus Bank on behalf of such
     Participant will be forfeited unless otherwise determined by the Committee
     in its discretion.

          (c) Subject to the Committee's approval and applicable law,
     Participants may request that payments of a Bonus be deferred under a
     deferred compensation arrangement maintained by the Company by making a
     deferral election prior to or, as permitted, during the Performance Period
     pursuant to such rules and procedures as the Committee may establish from
     time to time with respect to such arrangement.

                                    ARTICLE 5

                                 ADMINISTRATION

5.1  GENERAL ADMINISTRATION AND DELEGATION OF AUTHORITY. This Plan shall be
     administered by the Committee, subject to such requirements for review and
     approval by the Board as the Board may establish. As permitted by
     applicable law and the Company, the Committee may delegate any of its
     duties and authority under the Plan.

5.2  ADMINISTRATIVE RULES. The Committee shall have full power and authority to
     adopt, amend and rescind administrative guidelines, rules and regulations
     pertaining to this Plan and to interpret this Plan and rule on any
     questions respecting any of its provisions, terms and conditions.

5.3  COMMITTEE MEMBERS NOT ELIGIBLE. No member of the Committee shall be
     eligible to participate in this Plan.

5.4  COMMITTEE MEMBERS NOT LIABLE. The Committee and each of its members shall
     be entitled to rely upon certificates of appropriate officers of the
     Company with respect to financial and statistical data in order to
     determine if the objective performance goals for a Performance Period have
     been met. Neither the Committee nor any member shall be liable for any
     action or determination made in good faith with respect to this Plan or any
     Bonus paid hereunder.

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5.5  DECISIONS BINDING. All decisions, actions and interpretations of the
     Committee concerning this Plan directors, and on all Participants and other
     persons claiming rights under this Plan.

5.6      APPLICATION OF SECTION 162(m).

          (a) This Plan is intended to be administered, interpreted and
     construed so that Bonus payments remain tax deductible to the Company and
     unlimited by Section 162(m), which restricts under certain circumstances
     the Federal income tax deduction for compensation paid by a publicly held
     company to named executives in excess of $1 million per year. As of this
     Plan's Effective Date, Section 162(m) shall not apply because the Company
     is not a "publicly held corporation" under Section 162(m). If the Company
     should become publicly held, the Plan is intended to be exempted from
     Section 162(m) based on Treasury Regulation Section 1.162-27(f), which
     generally exempts from the application of Section 162(m) compensation paid
     pursuant to a plan that existed before a company becomes publicly held.
     Under such Treasury Regulation, this exemption is available to this Plan
     for the duration of the period that lasts until the earlier of the
     expiration or material modification of this Plan or the first meeting of
     Shareholders at which directors are to be elected that occurs after the
     close of the third calendar year following the calendar year in which the
     Company first becomes subject to the reporting obligations of Section 12 of
     the Exchange Act. The Committee, or the Board, may, without Shareholder
     approval, amend this Plan retroactively or prospectively to the extent it
     determines necessary to comply with any subsequent amendment or
     clarification of Section 162(m) required to preserve the Company's Federal
     income tax deduction for compensation paid pursuant to this Plan.

          (b) To the extent that the Committee determines that Section 162(m)
     applies to a Bonus payable to an Executive Officer under the Plan and the
     exemption described in Section 5.6(a) above is no longer available, such
     Bonus: (i) shall be intended to satisfy the applicable requirements for the
     performance-based compensation exception under Section 162(m); (ii) shall
     be contingent upon Shareholder approval of this Plan in accordance with
     Section 162(m), the regulations thereunder and other applicable U.S.
     Treasury regulations; (iii) shall not originate from a Bonus Pool awarded
     to a Business Unit, but rather be set forth as a specified formula that may
     be based on a percentage of compensation applicable to the Executive
     Officer; (iv) shall not exceed $5,000,000 for any Performance Period, (v)
     shall be payable only after the Committee certifies in writing that the
     applicable performance goals for such Performance Period have been
     achieved; and (vi) shall comply with such other requirements as necessary
     to qualify as performance-based compensation under Section 162(m).

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                                    ARTICLE 6

                             AMENDMENTS; TERMINATION

This Plan may be amended or terminated by the Board or the Committee. All
amendments to this Plan, including an amendment to terminate this Plan, shall be
in writing. An amendment to this Plan shall not be effective without the prior
approval of the Shareholders of Morningstar, Inc. if such approval is necessary
to qualify Bonuses as performance-based compensation under Section 162(m), or
otherwise under Treasury or SEC regulations, the rules of the New York Stock
Exchange, Inc. or any other applicable exchange or any other applicable law or
regulations. Unless otherwise expressly provided by the Board or the Committee,
no amendment to this Plan shall apply to potential Bonuses with respect to a
Performance Period that began before the effective date of such amendment.

                                    ARTICLE 7

                                OTHER PROVISIONS

7.1  BONUSES NOT ASSIGNABLE. No Bonus or any right thereto shall be assignable
     or transferable by a Participant except by will or by the laws of descent
     and distribution. Any other attempted assignment or alienation shall be
     void and of no force or effect.

7.2  PARTICIPANT'S RIGHTS. The right of any Participant to receive any Bonus
     granted or allocated to such Participant pursuant to the provisions of this
     Plan shall be an unsecured claim against the general assets of the Company.
     This Plan shall not create, nor be construed in any manner as having
     created, any right by a Participant to any Bonus or portion of a Bonus Pool
     for a Performance Period because of a Participant's participation in this
     Plan for any prior Performance Period or employment during such Performance
     Period. The application of the Plan to one Participant shall not create,
     nor be construed in any manner as having created, any right by another
     Participant to similar or uniform treatment under the Plan.

7.3  TERMINATION OF EMPLOYMENT. The Company retains the right to terminate the
     employment of any Participant or other Employee at any time for any reason
     or no reason, and a Bonus is not, and shall not be construed in any manner
     to be, a waiver of such right.

7.4  EXCLUSION FROM BENEFITS. Bonuses under this Plan shall not constitute
     compensation for the purpose of determining participation or benefits under
     any other plan of the Company unless specifically included as compensation
     in such plan.

7.5  SUCCESSORS. Any successor (whether direct or indirect, by purchase, merger,
     consolidation or otherwise) to all or substantially all of Morningstar,
     Inc.'s business or assets, shall assume Morningstar, Inc.' liabilities
     under this Plan and perform any duties and responsibilities in the same
     manner and to the same extent that Morningstar, Inc. would be required to
     perform if no such succession had taken place.

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7.6  LAW GOVERNING CONSTRUCTION. The construction and administration of this
     Plan and all questions pertaining thereto shall be governed by the laws of
     the State of Illinois, except to the extent that such law is preempted by
     Federal law.

7.7  HEADINGS NOT A PART HERETO. Any headings preceding the text of the several
     Articles, Sections, subsections, or paragraphs hereof are inserted solely
     for convenience of reference and shall not constitute a part of this Plan,
     nor shall they affect its meaning, construction or effect.

7.8  SEVERABILITY OF PROVISIONS. If any provision of this Plan is determined to
     be void by any court of competent jurisdiction, this Plan shall continue to
     operate and, for the purposes of the jurisdiction of the court only, shall
     be deemed not to include the provision determined to be void.

7.9  OFFSETS. The Company shall have the right to offset from any Bonus payable
     hereunder any amount that the Participant owes to the Company or any
     Affiliate without the consent of the Participant (or his Beneficiary, in
     the event of the Participant's death).

7.10 DISPUTE RESOLUTION. Notwithstanding any employee agreement in effect
     between a Participant and the Company or any Affiliate, if a Participant or
     Beneficiary brings a claim that relates to benefits under this Plan,
     regardless of the basis of the claim (including but not limited to, actions
     under Title VII, wrongful discharge, breach of employment agreement, etc.),
     such claim shall be settled by final binding arbitration in accordance with
     the rules of the American Arbitration Association ("AAA") and judgment upon
     the award rendered by the arbitrator may be entered in any court having
     jurisdiction thereof. Arbitration must be initiated by serving or mailing a
     written notice of the complaint to the other party describing the facts and
     claims for each claim. Written notice shall be provided within one year
     (365 days) after the day the complaining party first knew or should have
     known of the events giving rise to the complaint, unless the applicable
     statute of limitation provides for a longer period of time. If the
     complaint is not properly submitted within the appropriate time frame, all
     rights and claims that the complaining party has or may have against the
     other party shall be waived and void. Notice will be deemed given according
     to the date of any postmark or the date of time of any personal delivery.
     Each party may be represented in the arbitration by an attorney or other
     representative selected by the party. The Company or Affiliate shall be
     responsible for its own costs, the AAA filing fee and all other fees, costs
     and expenses of the arbitrator and AAA for administering the arbitration.
     The claimant shall be responsible for his attorney's or representative's
     fees, if any. However, if any party prevails on a statutory claim which
     allows the prevailing party costs and/or attorneys' fees, the arbitrator
     may award costs and reasonable attorneys' fees as provided by such statute.


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