Exhibit 10.6

     

    AMENDMENT NO. 1 TO TRADEMARK
LICENSE AGREEMENT

     

    This
Amendment No. 1 to Trademark License 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,
predecessors of each of Morgan Stanley and MSCI are parties to a Trademark
License Agreement dated as of March 18, 2002 (“Trademark License Agreement”)
pursuant to which Morgan Stanley grants a trademark license to MSCI;
and

     

    WHEREAS,
Morgan Stanley and MSCI wish to amend the Trademark License 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 Trademark
License 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 Trademark License Agreement
shall, after this Amendment becomes effective, refer to the Trademark License
Agreement as amended hereby.

     

    Section
2.  Substantially
Owned.  The definition of “substantially owned” in Section 1.3
of the Trademark License Agreement is amended to read in its entirety as
follows:

     

    “substantially
owned” means ownership of greater than 50% of the total voting power to elect
directors.

     

    Section
3.   Continuation of
Trademark License Agreement.  Except as otherwise modified by
this Amendment, all of the other terms and provisions of the Trademark License
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.

     

     

    [Remainder of page intentionally left
blank]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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/
      Martin M. Cohen

            	 
	 
      	
              Name:

            	
              Martin
      M. Cohen

            	 
	 
      	
              Title:

            	
              Vice
      President and Counsel

            	 


    

    


    
      	
              MSCI
      INC.

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      Henry A. Fernandez

            	 
	 
      	
              Name:

            	
              Henry
      A. Fernandez

            	 
	 
      	
              Title:

            	
              Chief
      Executive Officer, President and
Chairman