Exhibit 10.5

     

    AMENDMENT NO. 1 TO SERVICES
AGREEMENT

     

    This
Amendment No. 1 to Services Agreement (this “Amendment”) is entered into as
of July 21, 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) nless 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 reference and each reference to “this Agreement” and each
other similar reference contained in the Services Agreement shall, after this
Amendment becomes effective, refer to the Services Agreement as amended
hereby.

     

    Section
2.  Trigger
Date.  The definition of “Trigger Date” in Section 1.01 of the
Services Agreement is amended to read in its entirety as follows:

     

    “Trigger
Date” means the date upon which Morgan Stanley shall cease to own greater than
50% of the Total Voting Power of MSCI.

     

    Section
3.   Continuation of
Services Agreement.  Except as otherwise modified by this
Amendment, all of the other terms and provisions of the Services Agreement shall
continue in full force and effect.

     

    Section
4.  Governing
Law.  This Amendment shall be construed in accordance with and
governed by the law of the State of New York, without regard to the conflicts of
laws rules thereof.

     

    Section
5.  Effectiveness.  This
Amendment shall become effective as of the date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section 6.  Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute one
agreement.

     

     

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    IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the date first above
written.

     

    
      	
              MORGAN
      STANLEY

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      Colm Kelleher

            	 
	 
      	
              Name:

            	
              Colm
      Kelleher

            	 
	 
      	
              Title:

            	
              Chief
      Financial Officer

            	 


    

     

    
      	
              MSCI
      INC.

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      Henry A. Fernandez

            	 
	 
      	
              Name:

            	
              Henry
      A. Fernandez

            	 
	 
      	
              Title:

            	
              Chief
      Executive Officer, President and
Chairman