Exhibit
10.3

     

    
      
        AMENDED
AND RESTATED SHAREHOLDER AGREEMENT

         

         

        by and
between

         

         

        MORGAN
STANLEY

         

         

        and

         

         

        MSCI
INC.

         

         

        Dated as
of July 21, 2008

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	 
    	 	
                    ARTICLE
      1

                    Definitions

                  	 
      
	 
      	 	 
      	 
      
	
                    Section 1.01.

                  	 	
                    Definitions

                  	
                    1

                  
	
                    Section 1.02.

                  	 	
                    Internal
      References

                  	
                    6

                  
	 	 	 	 
	 
      	 	
                    ARTICLE
      2

                    Option

                  	 
      
	 
      	 	 
      	 
      
	
                    Section
      2.01

                  	 	
                    Class
      B Common Stock Option

                  	
                    6

                  
	
                    Section
      2.02

                  	 	
                    Notice

                  	
                    6

                  
	
                    Section
      2.03

                  	 	
                    Option
      Exercise And Payment

                  	
                    6

                  
	
                    Section 2.04.

                  	 	
                    Termination
      Of Option

                  	
                    7

                  
	 	 	 	 
	 
      	 	
                    ARTICLE
      3 

                    Registration
      Rights

                  	 
      
	 	 	 	 
	
                    Section 3.01.

                  	 	
                    Demand
      Registration - Registrable Securities

                  	
                    7

                  
	
                    Section 3.02.

                  	 	
                    Piggyback
      Registration

                  	
                    9

                  
	
                    Section 3.03.  

                  	 	Expenses	
                    10

                  
	
                    Section 3.04.

                  	 	
                    Registration
      And Qualification

                  	
                    11

                  
	
                    Section 3.05.

                  	 	
                    Conversion
      Of Other Securities, Etc

                  	
                    13

                  
	
                    Section 3.06.

                  	 	
                    Underwriting;
      Due Diligence

                  	
                    13

                  
	
                    Section
      3.07

                  	 	
                    Indemnification
      And Contribution

                  	
                    14

                  
	
                    Section
      3.08

                  	 	
                    Rule
      144 And Form S-3

                  	
                    18

                  
	
                    Section 3.09.

                  	 	
                    Transfer
      Of Registration Rights

                  	
                    19

                  
	
                    Section 3.10.

                  	 	
                    Holdback
      Agreement

                  	
                    19

                  
	
                    Section 3.11.

                  	 	
                    Agency
      Prospectus

                  	
                    19

                  
	 	 	 	 
	 
      	 	
                    ARTICLE
      4

                    Certain
      Covenants And Agreements

                  	 
      
	 	 	 	 
	
                    Section 4.01.

                  	 	
                    No
      Violations

                  	
                    20

                  
	
                    Section
      4.02

                  	 	
                    Additional
      Undertakings

                  	
                    20

                  
	
                    Section
      4.03

                  	 	
                    Composition
      Of The Board

                  	
                    20

                  
	 	 	 	 
	 
      	 	
                    ARTICLE
      5 

                    Miscellaneous

                  	 
      
	 	 	 	 
	
                    Section 5.01.

                  	 	
                    Indemnification

                  	
                    21

                  
	
                    Section
      5.02

                  	 	
                    Subsidiaries

                  	
                    21

                  
	
                    Section 5.03.

                  	 	
                    Amendments

                  	
                    21

                  
	
                    Section 5.04.

                  	 	
                    Term

                  	
                    22

                  
	
                    Section 5.05.

                  	 	
                    Severability

                  	
                    22

                  
	
                    Section 5.06.

                  	 	
                    Notices

                  	
                    22

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              	
                      Section 5.07.

                    	 	
                      Further
      Assurances

                    	
                      22

                    
	
                      Section 5.08.

                    	 	
                      Counterparts

                    	
                      23

                    
	
                      Section 5.09.

                    	 	
                      Governing
      Law

                    	
                      23

                    
	
                      Section 5.10.

                    	 	
                      Jurisdiction

                    	
                      23

                    
	
                      Section 5.11.

                    	 	
                      Entire
      Agreement

                    	
                      23

                    
	
                      Section 5.12.

                    	 	
                      Successors

                    	
                      23

                    
	
                      Section 5.13.

                    	 	
                      Specific
      Performance

                    	
                      23

                    


            

          

        

         

         

        
          
            
            

          

          
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        AMENDED
AND RESTATED SHAREHOLDER AGREEMENT

         

        THIS SHAREHOLDER AGREEMENT
(“Agreement”) is entered
into as of July 21, 2008 by and between MSCI Inc., a Delaware corporation
(“MSCI”), and Morgan
Stanley, a Delaware corporation (“Morgan Stanley”) and amends
and restates the Shareholders Agreement dated as of November 20, 2007 between
the parties.

         

        RECITALS

         

        WHEREAS,
Morgan Stanley beneficially owns all of the issued and outstanding MSCI Class B
Common Stock, par value $0.01 per share (“Class B Common Stock”), and
Morgan Stanley holds a majority of the total voting power of the outstanding
common stock of MSCI; and

         

        WHEREAS,
the parties desire to enter into this Agreement to set forth their agreement
regarding (i) Morgan Stanley’s rights to purchase additional shares of Class B
Common Stock upon any issuance of capital stock of MSCI to any person in order
to allow Morgan Stanley to prevent a Morgan Stanley Vote Ownership Reduction,
(ii) Morgan Stanley’s right to designate representatives to the Board of
Directors of MSCI, (iii) certain registration rights with respect to Class B
Common Stock (and any other securities issued in respect thereof or in exchange
therefor) and (iv) certain representations, warranties, covenants and agreements
applicable to MSCI so long as it is a subsidiary of Morgan Stanley.

         

        AGREEMENTS

         

        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 assigns, hereby agree as follows:

         

         

        ARTICLE
1

        Definitions

         

        Section
1.01.  Definitions.  As
used in this Agreement, the following terms will have the following meanings,
applicable both to the singular and the plural forms of the terms
described:

         

        “Affiliate” means, with respect
to any Person, any Person controlling, controlled by or under common control
with such Person.  For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlled by” and “under
common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power to vote a majority of the securities having voting
power for the election of directors (or other Persons acting in 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        similar
capacities) of such Person or otherwise to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.

         

        “Agreement” has the meaning
ascribed thereto in the preamble hereto, as such agreement may be amended and
supplemented from time to time in accordance with its terms.

         

        “Applicable Stock” means at any
time the MSCI Stock owned by the Morgan Stanley Entities.

         

        “Blackout Period” has the
meaning ascribed thereto in Section 3.01(a)(iv).

         

        “Class A Common Stock” has the
meaning ascribed thereto in the recitals to this Agreement.

         

        “Class B Common Stock” has the
meaning ascribed thereto in the recitals to this Agreement.

         

        “Class B Common Stock Option”
has the meaning ascribed thereto in Section 2.01.

         

        “Class B Common Stock Issuance
Notice” has the meaning ascribed thereto in Section 2.02.

         

        “Code” means the Internal
Revenue Code of 1986, as amended.

         

        “Damages” has the meaning
ascribed thereto in Section 3.07.

         

        “Demand Holder” has the meaning
ascribed thereto in Section 3.01(a).

         

        “Demand Piggyback” has the
meaning ascribed thereto in Section 3.02(c).

         

        “Demand Registration” has the
meaning ascribed thereto in Section 3.01(a).

         

        “e-mail” has the meaning
ascribed thereto in Section 5.06.

         

        “Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor
statute.

         

        “Holder” means Morgan Stanley
and any Transferee.

         

        “Indemnified Party” has the
meaning ascribed thereto in Section 3.07(c).

         

        
          
            
            

          

          
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        “Indemnifying Party” has the
meaning ascribed thereto in Section 3.07(c).

         

        “Issuance Event” has the
meaning ascribed thereto in Section 2.02.

         

        “Issuance Event Date” has the
meaning ascribed thereto in Section 2.02.

         

        “Issuance Notice” has the
meaning ascribed thereto in Section 2.02.

         

        “Market Price” of any shares of
Class A Common Stock on any date means (i) the average of the last sale price of
such shares on each of the five trading days immediately preceding such date on
the New York Stock Exchange or, if such shares are not quoted thereon, on the
principal national securities exchange on which such shares are traded or (ii)
if such sale prices are unavailable or such shares are not so traded, the value
of such shares on such date determined in accordance with agreed-upon procedures
reasonably satisfactory to MSCI and Morgan Stanley.

         

        “Maximum Offering Size” means
the largest number of shares that can be sold in an offering of Registrable
Securities without having an adverse effect on such offering, including the
price at which such Registrable Securities can be sold, as determined by a
nationally recognized investment banking firm selected, in the case of a Demand
Registration, by a Demand Holder and reasonably acceptable to MSCI and, in the
case of a Piggyback Registration, selected by MSCI.  In the case of an
underwritten offering, such investment banking firm shall also serve as the lead
underwriter or managing underwriter.

         

        “Morgan Stanley” has the
meaning ascribed thereto in the preamble hereto.

         

        “Morgan Stanley Entities” means
Morgan Stanley and its Subsidiaries (excluding MSCI Entities) and “Morgan Stanley Entity” means
any of the Morgan Stanley Entities.

         

        “Morgan Stanley Vote Ownership
Reduction” means any decrease at any time in the Vote Ownership
Percentage of Morgan Stanley to less than 50.1%.

         

        “MSCI” has the meaning ascribed
thereto in the preamble hereto.

         

        “MSCI Entities” means MSCI and
its Subsidiaries and “MSCI
Entity” shall mean any of the MSCI Entities.

         

        “MSCI Piggyback” has the
meaning ascribed thereto in Section 3.02(b).

         

        “MSCI Stock” means the Class A
Common Stock, the Class B Common Stock and any other security of MSCI treated as
stock for purposes of Sections 355 and 1504 of the Code.

         

        
          
            
            

          

          
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        “Other Holders” has the meaning
ascribed thereto in Section 3.02(b).

         

        “Other Securities” has the
meaning ascribed thereto in Section 3.02.

         

         “Person” means any individual,
partnership, limited liability company, joint venture, corporation, trust,
unincorporated organization, government (and any department or agency thereof)
or other entity.

         

        “Piggyback Registration” has
the meaning ascribed thereto in Section 3.02.

         

        “Registrable Securities” means
Class B Common Stock and any stock or other securities into which or for which
such Class B Common Stock may hereafter be changed, converted or exchanged and
any other shares or securities issued to Holders of such Class B Common Stock
(or such shares or other securities into which or for which such shares are so
changed, converted or exchanged) upon any reclassification, share combination,
share subdivision, share dividend, share exchange, merger, consolidation or
similar transaction or event.  As to any particular Registrable
Securities, such Registrable Securities shall cease to be Registrable Securities
when (i) a registration statement with respect to the sale by the Holder thereof
shall have been declared effective under the Securities Act and such securities
shall have been disposed of in accordance with such registration statement, (ii)
they shall have been sold to the public in accordance with Rule 144, (iii) they
shall have been otherwise transferred, new certificates for them not bearing a
legend restricting further transfer shall have been delivered by MSCI and
subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any state securities or blue sky law then in
effect or (iv) they shall have ceased to be outstanding.

         

        “Registration
Expenses” means any and all expenses incident to performance of or
compliance with any registration of securities pursuant to Article 3, including,
without limitation, (i) the fees, disbursements and expenses of MSCI’s counsel
and accountants and the reasonable fees and expenses of one counsel selected by
the Holders; (ii) all expenses, including filing fees, in connection with the
preparation, printing and filing of the registration statement, any preliminary
prospectus or final prospectus, any other offering document and amendments and
supplements thereto and the mailing and delivering of copies thereof to any
underwriters and dealers; (iii) the cost of printing or producing any agreements
among underwriters, underwriting agreements, and blue sky or legal investment
memoranda, any selling agreements and any other documents in connection with the
offering, sale or delivery of the securities
to be disposed of; (iv) all expenses in connection with the qualification of the
securities to be disposed of for offering and sale under state securities laws,
including the fees and disbursements of counsel for the underwriters or the
Holders of securities in connection with such qualification and in connection
with any blue sky and legal investment services; (v) the filing fees incident to
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the

         

        
          
            
            

          

          
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        securities
to be disposed of; (vi) transfer agents’ and registrars’ fees and expenses and
the fees and expenses of any other agent or trustee appointed in connection with
such offering; (vii) all security engraving and security printing expenses;
(viii) all fees and expenses payable in connection with the listing of the
securities on any securities exchange or automated interdealer quotation system
or the rating of such securities; (ix) any other fees and disbursements of
underwriters customarily paid by the issuers of securities, but excluding
underwriting discounts and commissions and transfer taxes, if any; and (x) other
reasonable out-of-pocket expenses of Holders other than legal fees and expenses
referred to in clause (i) above; provided,
that,
the internal administrative costs of each Holder and MSCI shall not be
considered “Registration Expenses”.

         

         “Rule 144” means Rule 144 (or
any successor rule to similar effect) promulgated under the Securities
Act.

         

        “Rule 415 Offering” means an
offering on a delayed or continuous basis pursuant to Rule 415 (or any successor
rule to similar effect) promulgated under the Securities Act.

         

        “SEC” means the United States
Securities and Exchange Commission.

         

        “Securities Act” means the
Securities Act of 1933, as amended, or any successor statute.

         

        “Selling Holder” has the
meaning ascribed thereto in Section 3.04(e).

         

        “Subsidiary” means, as to any
Person, any corporation, association, partnership, joint venture or other
business entity of which more than 50% of the voting capital stock or other
voting ownership interests is owned or controlled directly or indirectly by such
Person or by one or more of the Subsidiaries of such Person or by a combination
thereof.

         

        “Tax” means any tax,
governmental fee or other like assessment or charge of any kind whatsoever
(including, but not limited to, withholding on amounts paid to or by any
Person), together with any interest, penalty, addition to tax or additional
amount imposed by any governmental authority responsible for the imposition of
any such tax (domestic or foreign), and any liability for any of the foregoing
as transferee.

         

        “Transferee” has the meaning
ascribed thereto in Section 3.09.

         

        “Vote Ownership Percentage”
means, at any time, the fraction, expressed as a percentage and rounded to the
next lowest thousandth of a percent, whose numerator is the aggregate voting
power (as determined under Section 355 of the Code) of the Applicable Stock and
whose denominator is the aggregate voting power (as determined under Section 355
of the Code) of the then outstanding shares of MSCI Stock.

         

        
          
            
            

          

          
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        Section
1.02.  Internal
References.  Unless the context indicates otherwise, references
to Articles, Sections and paragraphs shall refer to the corresponding articles,
sections and paragraphs in this Agreement, and references to the parties shall
mean the parties to this Agreement.

         

        ARTICLE
2

        Option

         

        Section
2.01.  Class B
Common Stock Option.  MSCI hereby grants to Morgan Stanley, on
the terms and conditions set forth herein, a continuing right (the “Class B Common Stock Option”)
to purchase from MSCI, at the times set forth herein, such number of shares of
Class B Common Stock as is necessary to allow Morgan Stanley Entities to prevent
a Morgan Stanley Vote Ownership Reduction.  The Class B Common Stock
Option shall be assignable, in whole or in part and from time to time, by Morgan
Stanley to any Morgan Stanley Entity.  The exercise price for the
shares of Class B Common Stock purchased pursuant to the Class B Common Stock
Option shall be the Market Price of the Class A Common Stock as of the date of
first delivery of notice of exercise of the Class B Common Stock Option by
Morgan Stanley (or its permitted assignee hereunder) to MSCI.

         

        Section
2.02.  Notice.  At
least 20 business days prior to (xi) any issuance of any shares of MSCI Stock
and (xii) each date on which an event could occur that, in the absence of an
exercise of the Class B Common Stock Option, would result in a reduction in the
Vote Ownership Percentage, MSCI will notify Morgan Stanley in writing (an “Issuance Notice”) of any plans
it has to issue such shares or the date on which such event could first
occur.  Each Issuance Notice must specify the date on which MSCI
intends to issue such additional shares or on which such event could first occur
(such issuance or event being referred to herein as an “Issuance Event” and the date
of such issuance or event as an “Issuance Event Date”), the
number of shares MSCI intends to issue or may issue and the other terms and
conditions of such Issuance Event.

         

        Section
2.03.  Option
Exercise And Payment.  The Class B Common Stock Option may be
exercised by Morgan Stanley (or any Morgan Stanley Entity to which all or any
part of the Class B Common Stock Option has been assigned) only for such number
of shares as are necessary to prevent a Morgan Stanley Vote Ownership
Reduction.  The Class B Common Stock Option may be exercised (to the
extent then exercisable in accordance with its terms) at any time after receipt
of an applicable Issuance Notice and prior to the applicable Issuance Event Date
by the delivery to MSCI of a written notice to such effect specifying (i) the
number of shares of Class B Common Stock to be purchased by Morgan Stanley, or
any Morgan Stanley Entity, and (ii) a calculation of the exercise price for such
shares.  Upon any such exercise of the Class B Common Stock Option,
MSCI will, immediately prior to the issuance or event in connection with an
Issuance 

         

        
          
            
            

          

          
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        Event,
deliver to Morgan Stanley (or any Morgan Stanley Entity designated by Morgan
Stanley), against payment therefor, certificates (issued in the name of Morgan
Stanley or its permitted assignee hereunder, or as directed by Morgan Stanley)
representing the shares of Class B Common Stock (as the case may be) being
purchased upon such exercise.  Payment for such shares shall be made
by wire transfer or intrabank transfer to such account as shall be specified by
MSCI, for the full purchase price for such shares.

         

        Section
2.04.  Termination
Of Option.  The Class B Common Stock Option shall terminate
upon the occurrence of a Morgan Stanley Vote Ownership Reduction, other than a
Morgan Stanley Vote Ownership Reduction resulting from any Issuance Event in
violation of this Agreement.  Such Option, or any portion thereof
assigned to any Morgan Stanley Entity other than Morgan Stanley, also shall
terminate in the event that the Person to whom such Option, or such portion
thereof has been transferred, ceases to be a Morgan Stanley Entity for any
reason whatsoever.

         

        ARTICLE
3

        Registration
Rights

         

        Section
3.01.  Demand
Registration - Registrable Securities. (a) Upon written notice
provided at any time from any Holder of Registrable Securities requesting that
MSCI effect the registration under the Securities Act of any or all of the
Registrable Securities held by such Holder (a “Demand Holder”), which notice
shall specify the intended method or methods of disposition of such Registrable
Securities, MSCI shall use its reasonable best efforts to effect the
registration under the Securities Act and applicable state securities laws of
such Registrable Securities for disposition in accordance with the intended
method or methods of disposition stated in such request (including in a Rule 415
Offering, if MSCI is then eligible to register such Registrable Securities on
Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, that:

         

        (i)      
the Holders of Registrable Securities may collectively exercise their rights to
a Demand Registration on not more than five occasions;

         

        (ii)     
the Holders of Registrable Securities shall not, without MSCI’s consent,
exercise their rights to a Demand Registration within the six-month period
following any registration and sale of Registrable Securities effected pursuant
to a prior exercise of rights to a Demand Registration; provided that this clause
(ii) shall not be applicable to any Demand Registration requested by Morgan
Stanley within six-months of the date hereof;

         

        
          
            
            

          

          
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        (iii)     the
rights to effect a Demand Registration shall terminate on the tenth anniversary
of the date of this Agreement; and

         

        (iv)      if
the board of directors of MSCI determines in good faith that a Demand
Registration (A) would materially impede, delay, interfere with or
otherwise materially adversely affect any pending financing, registration of
securities by MSCI in a primary offering for its own account, acquisition,
corporate reorganization or other significant transaction involving MSCI
or (B) would require disclosure of non-public material information that
MSCI has a bona fide
business purpose for preserving as confidential, MSCI shall be entitled to defer
the filing or effectiveness of a registration statement, or to suspend the use
of an effective registration statement, for the shortest period of time
reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall
not be entitled to invoke Blackout Periods for more than an aggregate of sixty
(60) days in any 12-month period.  MSCI shall notify each Holder of
the expiration or earlier termination of a Blackout Period and, as soon as
reasonably practicable after such expiration or termination, shall amend or
supplement any effective registration statement to the extent necessary to
permit the Holders to resume the use thereof in connection with the offer and
sale of their Registrable Securities in accordance with applicable
law.

         

        (b)        Notwithstanding
any other provision of this Agreement to the contrary, a Demand Registration
shall not be deemed to have been effected if no Registrable Securities are sold
under the registration statement (and, therefore, not requested for purposes of
paragraph (a) above).

         

        (c)        In
the event that a Demand Registration shall involve, in whole or in part, an
underwritten offering, the Demand Holder shall have the right to designate an
underwriter or underwriters as the lead or managing underwriters of such
underwritten offering reasonably acceptable to MSCI (and MSCI hereby
acknowledges that Morgan Stanley & Co. Incorporated is reasonably
acceptable) and, in connection with each Demand Registration, the Demand Holder
may select one counsel to represent all Holders participating in such
offering.

         

        (d)        MSCI
shall have the right to cause the registration of additional equity securities
for sale for the account of any Person (including, without limitation, MSCI and
any existing or former directors, officers or employees of the MSCI Entities) in
any Demand Registration; provided, that, if the Demand
Holder is advised in writing (with a copy to MSCI) that the inclusion of such
additional equity securities in such registration would be likely to exceed the
Maximum Offering Size, the registration of such additional equity securities or
part thereof shall not be permitted.

         

        
          
            
            

          

          
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        (e)        The
Demand Holder may require that any such additional equity securities described
in Section 3.01(d) be included on the same conditions as the Registrable
Securities of the Demand Holder to be included therein.

         

        (f)        If
the Demand Holder believes that the aggregate number of Registrable Securities
requested to be included in a Demand Registration would be likely to exceed the
Maximum Offering Size, the Demand Holder may request a determination of the
Maximum Offering Size.  In the event that the Maximum Offering Size is
determined to be less than the aggregate number of Registrable Securities
requested to be included in such offering, the number of Registrable Securities
to be included in the registration statement shall be reduced to the Maximum
Offering Size and the number of Registrable Securities in excess of the amount
requested by the Demand Holder, if any, shall be allocated pro rata among the other
Holders requesting to be included in such offering on the basis of the relative
number of Registrable Securities then held by each such Holder; provided, that, any number in
excess of a Holder’s request may be reallocated among the remaining requesting
Holders in a like manner.

         

        Section
3.02.  Piggyback
Registration.  In the event that MSCI at any time proposes to
register any of its Common Stock, any other of its equity securities or
securities convertible into or exchangeable for its equity securities
(collectively, including Common Stock, “Other Securities”) under the
Securities Act, whether or not for sale for its own account, in a manner that
would permit registration of Registrable Securities for sale for cash to the
public under the Securities Act, it shall at each such time give, at least 30
days prior to the anticipated filing date of the registration statement relating
to such registration, written notice to each Holder of Registrable Securities of
its intention to do so and of the rights of such Holder under this Section
3.02.  Subject to the terms and conditions hereof, such notice shall
offer each such Holder the opportunity to include in such registration statement
such number of Registrable Securities as such Holder may request (a “Piggyback
Registration”).  Upon the written request of any such Holder
made within 15 days after the receipt of MSCI’s notice (which request shall
specify the number of Registrable Securities intended to be disposed of and the
intended method of disposition thereof), MSCI shall use its reasonable best
efforts to effect, in connection with the registration of the Other Securities,
the registration under the Securities Act of all Registrable Securities which
MSCI has been so requested to register, to the extent required to permit the
Piggyback Registration; provided, that:

         

        (a)        if,
at any time after giving such written notice of its intention to register any
Other Securities and prior to the effective date of the registration statement
filed in connection with such registration, MSCI shall determine for any reason
not to register the Other Securities, MSCI may, at its election, give written
notice of such determination to such Holders and thereupon MSCI shall be
relieved of its obligation to register such Registrable Securities in connection
with the registration of such Other Securities; provided, that, such
determination by 

         

        
          
            
            

          

          
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        MSCI shall
not prejudice the rights of the Holders of Registrable Securities to immediately
request a Demand Registration in accordance with Section 3.01;

         

        (b)        if
the registration referred to in the first sentence of this Section 3.02 is to be
an underwritten registration on behalf of MSCI (an “MSCI Piggyback”) and MSCI is
advised in writing that the inclusion of all or a part of such Registrable
Securities in such registration would be likely to exceed the Maximum Offering
Size, MSCI shall include in such registration: (i) first, all Other Securities
MSCI proposes to sell for its own account and (ii) second, the number of
securities (including Registrable Securities) that such underwriters advise can
be so sold without adversely affecting such offering, allocated pro rata among the holders,
other than MSCI, of Other Securities (the “Other Holders”) and the
Holders of Registrable Securities on the basis of the number of securities
requested in accordance with this Section 3.02 to be included therein by each
Other Holder and each Holder of Registrable Securities; provided, that, in the event
that the Maximum Offering Size is less than all of such Registrable Securities
requested to be included in such offering, any Morgan Stanley Entity may
withdraw its request for a Piggyback Registration and 90 days subsequent to the
effective date of the registration statement for the registration of such Other
Securities request a Demand Registration in accordance with Section
3.01;

         

        (c)        if
the registration referred to in the first sentence of this Section 3.02 is to be
an underwritten secondary registration on behalf of Other Holders (a “Demand Piggyback”) and MSCI is
advised in writing that the inclusion of such additional securities in such
registration would be likely to exceed the Maximum Offering Size, MSCI shall
include in such registration the number of additional securities (including
Registrable Securities) that such underwriters advise can be so sold without
adversely affecting such offering, allocated pro rata among the Other
Holders and the Holders of Registrable Securities on the basis of the number of
securities (including Registrable Securities) requested in accordance with this
Section 3.02 to be included therein by each Other Holder and each Holder of
Registrable Securities; provided, that, in the event
that the Maximum Offering Size is less than all of such Registrable Securities
requested to be included in such offering, any Morgan Stanley Entity may
withdraw its request for a Piggyback Registration and 90 days subsequent to the
effective date of the registration statement for the registration of such Other
Securities request a Demand Registration in accordance with Section
3.01;

         

        (d)        MSCI
shall not be required to effect a Piggyback Registration incidental to the
registration of any of its securities in connection with mergers, acquisitions,
exchange offers, subscription offers, dividend reinvestment plans or stock
option or other executive or employee benefit or compensation
plans;

         

        (e)        no
registration of Registrable Securities effected under this Section 3.02 shall
relieve MSCI of its obligation to effect a Demand Registration; and

         

        
          
            
            

          

          
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        (f)        the
right to effect a Piggyback Registration shall terminate on the tenth
anniversary of this Agreement.

         

        Section
3.03.  Expenses.  (a)
In the case of a Demand Registration,

         

        (i)      MSCI
shall pay all Registration Expenses until and including the second occasion upon
which a request for a Demand Registration shall have resulted in the sale of
Registrable Securities under a registration statement; and

         

        (ii)      the
requesting Holders shall pay all Registration Expenses arising in connection
with any request for a Demand Registration thereafter.

         

        (b)        In
the case of a Demand Piggyback, each Holder of Registrable Securities exercising
its rights to effect a Piggyback Registration shall be responsible for a pro rata portion of the
Registration Expenses, based on the number of Registrable Securities included
therein by such Holder in proportion to the total number of securities included
in such registration.

         

        (c)        In
the case of an MSCI Piggyback, MSCI shall pay all Registration
Expenses.

         

        Section
3.04.  Registration
And Qualification.  If and whenever MSCI is required to effect
a Demand Registration or a Piggyback Registration, MSCI shall as promptly as
practicable:

         

        (a)        prepare,
file and use its reasonable best efforts to cause to become effective a
registration statement under the Securities Act relating to the Registrable
Securities to be offered;

         

        (b)        prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective and to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Securities
until the earlier of (i) such time as all of such Registrable Securities have
been disposed of in accordance with the intended methods of disposition set
forth in such registration statement and (ii) the expiration of the 90-day
period after such registration statement becomes effective; provided, that, such 90-day period
shall be extended for such number of days that equals the number of days
elapsing from (x) the date the written notice contemplated by paragraph (f)
below is given by MSCI to (y) the date on which MSCI delivers to the Holders of
Registrable Securities the supplement or amendment contemplated by paragraph (f)
below;

         

        (c)        furnish
to the Holders of Registrable Securities and to any underwriter of such
Registrable Securities such number of conformed copies of 

         

        
          
            
            

          

          
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        such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus
and any summary prospectus), in conformity with the requirements of the
Securities Act, such documents incorporated by reference in such registration
statement or prospectus, and such other documents, as the Holders of Registrable
Securities or such underwriter may reasonably request, and a copy of any and all
transmittal letters or other correspondence to or received from, the SEC or any
other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to
such offering;

         

        (d)        use
its reasonable best efforts to register or qualify all Registrable Securities
covered by such registration statement under the securities or blue sky laws of
such jurisdictions as the Holders of such Registrable Securities or any
underwriter to such Registrable Securities shall request, and use its reasonable
best efforts to obtain all appropriate registrations, permits and consents in
connection therewith, and do any and all other acts and things which may be
necessary or advisable to enable the Holders of Registrable Securities or any
such underwriter to consummate the disposition in such jurisdictions of its
Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any
such purpose be required to qualify generally to do business as a foreign
corporation in any such jurisdiction wherein it is not so qualified or to
consent to general service of process in any such jurisdiction;

         

        (e)        (i)
use its reasonable best efforts to furnish to each Holder of Registrable
Securities included in such registration (each, a “Selling Holder”) and to any
underwriter of such Registrable Securities an opinion of counsel for MSCI
addressed to each Selling Holder and dated the date of the closing under the
underwriting agreement (if any) (or if such offering is not underwritten, dated
the effective date of the registration statement), and (i) use its reasonable
best efforts to furnish to each Selling Holder a “cold comfort” letter addressed
to each Selling Holder and signed by the independent public accountants who have
audited the financial statements of MSCI included in such registration
statement, in each such case covering substantially the same matters with
respect to such registration statement (and the prospectus included therein) as
are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of securities
and such other matters as the Selling Holders may reasonably request and, in the
case of such accountants’ letter, with respect to events subsequent to the date
of such financial statements;

         

        (f)        as
promptly as practicable, notify the Selling Holders in writing (i) at any time
when a prospectus relating to a registration pursuant to a Demand Registration
or Piggyback Registration is required to be delivered under the Securities Act
of the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an 

         

        
          
            
            

          

          
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        untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and (ii) of any
request by the SEC or any other regulatory body or other body having
jurisdiction for any amendment of or supplement to any registration statement or
other document relating to such offering, and in either such case, at the
request of the Selling Holders prepare and furnish to the Selling Holders a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading;

         

        (g)        if
reasonably requested by the lead or managing underwriters, use its reasonable
best efforts to list all such Registrable Securities covered by such
registration on each securities exchange on which the Class A Common Stock of
MSCI is then listed;

         

        (h)        to
the extent reasonably requested by the lead or managing underwriters, send
appropriate officers of MSCI to attend any “road shows” scheduled in connection
with any such registration, with all out-of-pocket costs and expense incurred by
MSCI or such officers in connection with such attendance to be paid by MSCI;
and

         

        (i)        so
long as the board of directors of MSCI shall not have provided by resolution or
resolutions that all or some of all classes or series of the stock of MSCI shall
be represented by uncertificated shares, furnish for delivery in connection with
the closing of any offering of Registrable Securities pursuant to a Demand
Registration or Piggyback Registration unlegended certificates representing
ownership of the Registrable Securities being sold in such denominations as
shall be requested by the Selling Holders or the underwriters.

         

        Section
3.05.  Conversion Of
Other Securities, Etc.  Subject to any limitations in Section
3.09, in the event that any Holder offers any options, rights, warrants or other
securities issued by it or any other Person that are offered with, convertible
into or exercisable or exchangeable for any Registrable Securities, the
Registrable Securities underlying such options, rights, warrants or other
securities shall continue to be eligible for Demand Registration or Piggyback
Registration.

         

        Section
3.06.  Underwriting;
Due Diligence. (a) If requested by the
underwriters for any underwritten offering of Registrable Securities pursuant to
a Demand Registration or Piggyback Registration, MSCI shall enter into an
underwriting agreement with such underwriters for such offering, which agreement
will contain such representations and warranties by MSCI and such other terms
and provisions as are customarily contained in underwriting agreements with
respect to secondary distributions, including, without limitation, 

         

        
          
            
            

          

          
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        indemnification
and contribution provisions substantially to the effect and to the extent
provided in Section 3.07, and agreements as to the provision of opinions of
counsel and accountants’ letters to the effect and to the extent provided in
Section 3.04(e).  The Selling Holders on whose behalf the Registrable
Securities are to be distributed by such underwriters shall be parties to any
such underwriting agreement and the representations and warranties by, and the
other agreements on the part of, MSCI to and for the benefit of such
underwriters, shall also be made to and for the benefit of such Selling
Holders.  Such underwriting agreement shall also contain such
representations and warranties by such Selling Holders and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including, without limitation, indemnification and
contribution provisions substantially to the effect and to the extent provided
in Section 3.07.

         

        (b)        In
connection with the preparation and filing of each registration statement
registering Registrable Securities under the Securities Act pursuant to this
Article 3, MSCI shall give the Holders of such Registrable Securities and the
underwriters, if any, and their respective counsel and accountants, such
reasonable and customary access to its books and records and such opportunities
to discuss the business of MSCI with its officers and the independent public
accountants who have certified the financial statements of MSCI as shall be
necessary, in the opinion of such Holders and such underwriters or their
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act; provided,
that, such Holders and the underwriters and their respective counsel and
accountants shall use their reasonable best efforts to coordinate any such
investigation of the books and records of MSCI and any such discussions with
MSCI’s officers and accountants so that all such investigations occur at the
same time and all such discussions occur at the same time.

         

        Section
3.07.  Indemnification And
Contribution.  (a) In the case of each offering of Registrable
Securities made pursuant to this Article 3, MSCI agrees to indemnify and hold
harmless, to the extent permitted by law, each Selling Holder, each underwriter
of Registrable Securities so offered and each Person, if any, who controls any
of the foregoing Persons within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act and the officers, directors, affiliates,
employees and agents of each of the foregoing, against any and all losses,
liabilities, costs (including reasonable expenses of investigation and
reasonable attorney’s fees and expenses), claims and damages, joint or several,
to which they or any of them may become subject, under the Securities Act or
otherwise, including any amount paid in settlement of any litigation commenced
or threatened (“Damages”), insofar as such
Damages (or actions or proceedings in respect thereof, whether or not such
indemnified Person is a party thereto) arise out of or are based upon any untrue
statement by MSCI or alleged untrue statement by MSCI of a material fact
contained in the registration statement (or in any preliminary or final
prospectus included therein) or in any offering memorandum or other offering
document relating to the offering and sale 

         

        
          
            
            

          

          
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        of such
Registrable Securities prepared by MSCI or at its direction, or any amendment
thereof or supplement thereto, or in any document incorporated by reference
therein, or any omission by MSCI or alleged omission by MSCI to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, that, MSCI shall
not be liable to any Person in any such case to the extent that any such Damages
arise out of or relates to any untrue statement or alleged untrue statement, or
any omission, if such statement or omission shall have been made in reliance
upon and in conformity with information relating to a Selling Holder or another
holder of securities included in such registration statement furnished to MSCI
by or on behalf of such Selling Holder, other holder or underwriter, as the case
may be, specifically for use in the registration statement (or in any
preliminary or final prospectus included therein), offering memorandum or other
offering document, or any amendment thereof or supplement
thereto.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any Selling Holder or
any other holder and shall survive the transfer of such
securities.  The foregoing indemnity agreement is in addition to any
liability that MSCI may otherwise have to each Selling Holder, other holder or
underwriter of the Registrable Securities or any controlling person of the
foregoing and the officers, directors, affiliates, employees and agents of each
of the foregoing; provided,
further, that, in the case of an offering with respect to which a Selling
Holder has designated the lead or managing underwriters (or a Selling Holder is
offering Registrable Securities directly, without an underwriter), this
indemnity does not apply to any Damages arising out of or relating to any untrue
statement or alleged untrue statement or omission or alleged omission in any
preliminary prospectus or offering memorandum if a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) or
offering memorandum was not sent or given by or on behalf of any underwriter (or
such Selling Holder or other holder, as the case may be) to such Person
asserting such Damages at or prior to the written confirmation of the sale of
the Registrable Securities as required by the Securities Act and such current
copy of the prospectus (or such amended or supplemented prospectus, as the case
may be) or offering memorandum would have cured the defect giving rise to such
Damages.

         

        (b)        In
the case of each offering made pursuant to this Agreement, each Selling Holder,
by exercising its registration rights hereunder, agrees to indemnify and hold
harmless, and to cause each underwriter of Registrable Securities included in
such offering (in the same manner and to the same extent as set forth in Section
3.07(a)) to agree to indemnify and hold harmless, MSCI, each other underwriter
who participates in such offering, each other Selling Holder or other holder
with securities included in such offering and in the case of an underwriter,
such Selling Holder or other holder, and each Person, if any, who controls any
of the foregoing within the meaning of the Securities Act and the officers,
directors, affiliates, employees and agents of each of the foregoing, against
any and all Damages to which they or any of them may become subject, under the
Securities Act or otherwise, including any amount paid in settlement of any
litigation 

         

        
          
            
            

          

          
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        commenced
or threatened, insofar as such Damages (or actions or proceedings in respect
thereof, whether or not such indemnified Person is a party thereto) arise out of
or are based upon any untrue statement or alleged untrue statement by such
Selling Holder or underwriter, as the case may be, of a material fact contained
in the registration statement (or in any preliminary or final prospectus
included therein) or in any offering memorandum or other offering document
relating to the offering and sale of such Registrable Securities prepared by
MSCI or at its direction, or any amendment thereof or supplement thereto, or any
omission by such Selling Holder or underwriter, as the case may be, or alleged
omission by such Selling Holder or underwriter, as the case may be, of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that such untrue
statement of a material fact is contained in, or such material fact is omitted
from, information relating to such Selling Holder or underwriter, as the case
may be, furnished to MSCI by or on behalf of such Selling Holder or underwriter,
as the case may be, specifically for use in such registration statement (or in
any preliminary or final prospectus included therein), offering memorandum or
other offering document.  The foregoing indemnity is in addition to
any liability which such Selling Holder or underwriter, as the case may be, may
otherwise have to MSCI, or controlling persons and the officers, directors,
affiliates, employees, and agents of each of the foregoing; provided, that, in the case
of an offering made pursuant to this Agreement with respect to which MSCI has
designated the lead or managing underwriters (or MSCI is offering securities
directly, without an underwriter), this indemnity does not apply to any Damages
arising out of or based upon any untrue statement or alleged untrue statement or
omission or alleged omission in any preliminary prospectus or offering
memorandum if a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) or offering memorandum was not sent or given by
or on behalf of any underwriter (or MSCI, as the case may be) to such Person
asserting such Damages at or prior to the written confirmation of the sale of
the Registrable Securities as required by the Securities Act and such current
copy of the prospectus (or such amended or supplemented prospectus, as the case
may be) or offering memorandum would have cured the defect giving rise to such
Damages.

         

        (c)        If
any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
paragraph (a) or (b), such Person (an “Indemnified Party”) shall
promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in
writing and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses; provided, that, the failure of any
Indemnified Party so to notify the Indemnifying Party shall not relieve the
Indemnifying Party of its obligations hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure to
notify.  In any such proceeding, any Indemnified Party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the 

         

        
          
            
            

          

          
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        expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them.  It is understood that, in connection with any
proceeding or related proceedings in the same jurisdiction, the Indemnifying
Party shall not be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties, and that all such fees and expenses shall be
reimbursed as they are incurred.  In the case of any such separate
firm for the Indemnified Parties, such firm shall be designated in writing by
the Indemnified Parties.  The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent, or if there be a final judgment for the plaintiff,
the Indemnifying Party shall indemnify and hold harmless such Indemnified
Parties from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment.  Without the prior written
consent of the Indemnified Party, no Indemnifying Party shall effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such proceeding.

         

        (d)        If
the indemnification provided for in this Section 3.07 is unavailable to the
Indemnified Parties in respect of any Damages, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Damages (i)
as between MSCI and the Selling Holders on the one hand and the underwriters on
the other, in such proportion as is appropriate to reflect the relative benefits
received by MSCI and such Selling Holders on the one hand and the underwriters
on the other, from the offering of the Registrable Securities, or if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits but also the relative
fault of MSCI and such Selling Holders on the one hand and of such underwriters
on the other in connection with the statements or omissions that resulted in
such Damages, as well as any other relevant equitable considerations and (ii) as
between MSCI on the one hand and each such Selling Holders on the other, in such
proportion as is appropriate to reflect the relative fault of MSCI and of each
such Selling Holder in connection with such statements or omissions, as well as
any other relevant equitable considerations.  The relative benefits
received by MSCI and such Selling Holders on the one hand and such underwriters
on the other shall be deemed to be in the same proportion as the total proceeds
from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by MSCI and such Selling Holders bear to the total
underwriting discounts and commissions received by such underwriters, in each
case as set forth in the table on the cover page of the prospectus or offering


         

        
          
            
            

          

          
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        memorandum.  The
relative fault of MSCI and such Selling Holders on the one hand and of such
underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by MSCI and such Selling Holders or by such
underwriters.  The relative fault of MSCI on the one hand and of each
such Selling Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by such party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

         

        MSCI and
the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 3.07 were determined by pro rata allocation (even if
the underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph.  The amount paid
or payable by an Indemnified Party as a result of the Damages referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 3.07,
no underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any Damages that such underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission, and no Shareholder shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities of such Shareholder were offered to the public (less underwriters’
discounts and commissions) exceeds the amount of any Damages that such
Shareholder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  Each Selling
Holder’s obligation to contribute pursuant to this Section 3.07 is several in
the proportion that the proceeds of the offering received by such Selling Holder
bears to the total proceeds of the offering received by all such Selling Holders
and not joint.

         

        (e)        Indemnification
and contribution similar to that specified in the preceding paragraphs of this
Section 3.07 (with appropriate modifications) shall be given by MSCI, the
Selling Holders and underwriters with respect to any required registration or
other qualification of securities under any state law or regulation or
governmental authority.

         

        
          
            
            

          

          
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        (f)        The
obligations of the parties under this Section 3.07 shall be in addition to any
liability which any party may otherwise have to any other party.

         

        Section
3.08.  Rule 144 And
Form S-3.  MSCI shall use its reasonable best efforts to ensure
that the conditions to the availability of Rule 144 set forth in paragraph (c)
thereof shall be satisfied.  Upon the request of any Holder of
Registrable Securities, MSCI will deliver to such Holder a written statement as
to whether it has complied with such requirements.  MSCI further
agrees to use its reasonable best efforts to cause all conditions to the
availability of Form S-3 (or any successor form) under the Securities Act of the
filing of registration statements under this Agreement to be
met.  Notwithstanding anything contained in this Section 3.08, MSCI
may deregister under Section 12 of the Exchange Act if it then is permitted to
do so pursuant to the Exchange Act and the rules and regulations
thereunder.

         

        Section
3.09.  Transfer Of
Registration Rights.  Subject to the limitations set forth in
Section 3.01(a), any Holder may transfer all or any portion of its rights under
this Article 3 to any transferee of a number of Registrable Securities owned by
such Holder exceeding three percent (3%) of the outstanding class or series of
such securities at the time of transfer (each transferee that receives such
minimum number of Registrable Securities, a “Transferee”).  Any
transfer of registration rights pursuant to this Section 3.09 shall be effective
upon receipt by MSCI of (i) written notice from such Holder stating the name and
address of any Transferee and identifying the number of Registrable Securities
with respect to which the rights under this Agreement are being transferred and
the nature of the rights so transferred and (ii) a written agreement from such
Transferee to be bound by the terms of this Article 3 and Sections 5.03, 5.04,
5.09, 5.11 and 5.12 of this Agreement.  The Holders may exercise their
rights hereunder in such priority as they shall agree upon among
themselves.

         

        Section
3.10.  Holdback
Agreement.  If any registration pursuant to this Article 3
shall be in connection with an underwritten public offering of Registrable
Securities, each Selling Holder agrees not to effect any public sale or
distribution, including any sale under Rule 144, of any equity security of MSCI
(otherwise than through the registered public offering then being made), within
7 days prior to or 90 days (or such lesser period as the lead or managing
underwriters may permit) after the effective date of the registration statement
(or the commencement of the offering to the public of such Registrable
Securities in the case of Rule 415 offerings).  MSCI hereby also so
agrees and agrees to cause each other holder of equity securities or securities
convertible into or exchangeable or exercisable for such securities (other than
in the case of equity securities, under dividend reinvestment plans or employee
stock plans) purchased from MSCI otherwise than in a public offering to so
agree.

         

        Section
3.11.  Agency
Prospectus.  (a) From time to time upon request by Morgan
Stanley in connection with any public or registered offering of securities by
MSCI or any other Person of any MSCI Stock, MSCI shall prepare

         

        
          
            
            

          

          
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        and file
with the SEC under the Securities Act a registration statement and an “agency
prospectus” or other related document to the extent necessary or desirable to
permit Morgan Stanley to effect agency transactions by Morgan Stanley & Co.
Incorporated in MSCI Stock.

         

        (b)        MSCI
shall pay all Registration Expenses relating to the preparation and filing of
such registration statement and agency prospectus.

         

        (c)        MSCI
hereby agrees that its indemnification and contribution obligations under
Section 3.07 shall apply, mutatis mutandis, to
paragraphs (a) and (b) above, as if set forth in this Section 3.11.

         

         

        ARTICLE
4

        Certain
Covenants And Agreements

         

        Section
4.01.  No
Violations. (a) Prior to the occurrence of any Morgan Stanley Vote
Ownership Reduction, MSCI covenants and agrees that it will not take any action
or enter into any commitment or agreement which, to the knowledge of MSCI, may
reasonably be anticipated to result, with or without notice and with or without
lapse of time or otherwise, in a contravention or event of default by any Morgan
Stanley Entity of (i) any provisions of applicable law or regulation, including
but not limited to provisions pertaining to the Code or the Employee Retirement
Income Security Act of 1974, as amended, (ii) any provision of Morgan Stanley’s
certificate of incorporation or bylaws, (iii) any credit agreement or other
material instrument binding upon Morgan Stanley, or (iv) any judgment, order or
decree of any governmental body, agency or court having jurisdiction over Morgan
Stanley or any of their respective assets.

         

        (b)        MSCI
and Morgan Stanley agree to provide to the other any information and
documentation requested by the other for the purpose of evaluating and ensuring
compliance with Section 4.01(a) hereof.

         

        (c)        Notwithstanding
the foregoing Sections 4.01(a) and 4.01(b), nothing in this Agreement is
intended to limit or restrict in any way the ability of Morgan Stanley to
effect, restrict or limit any action or proposed action of MSCI, including, but
not limited to, the incurrence by MSCI of indebtedness, based upon Morgan
Stanley’s internal policies or other factors.

         

        Section
4.02.  Additional
Undertakings. (a) From time to time, if requested by MSCI, Morgan
Stanley will provide in writing to MSCI notice of the amount of its aggregate
ownership of MSCI Stock.

         

        (b)        At
any time prior to the Morgan Stanley Vote Ownership Reduction, MSCI will not
take any action, including the redemption or repurchase of any MSCI Stock, that
has the direct or indirect effect of causing Morgan Stanley’s 

         

        
          
            
            

          

          
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        ownership
of MSCI Stock to have a Vote Ownership Percentage of less than 50.1% without the
prior written approval of Morgan Stanley.

         

        Section
4.03.  Composition
Of The Board.  (a)  Prior to a Morgan Stanley Vote
Ownership Reduction, Morgan Stanley shall have the right to fill any vacancies
on the Board of Directors resulting from any death, disability, retirement,
resignation, removal or otherwise and to cause the Board of Directors to
increase the size of the Board as specified by Morgan Stanley and fill such
newly-created directorships.  MSCI and the Board of Directors agrees
to take any and all actions necessary to implement the foregoing.  If
there is a vacancy or newly-created directorship on the Board and an individual
has been nominated to fill such vacancy or newly-created directorship, the first
order of business shall be to fill such vacancy or newly-created
directorship.

         

        (b)  After
a Morgan Stanley Vote Ownership Reduction and for so long as Morgan Stanley
beneficially owns not less than 10% of the outstanding MSCI Stock, Morgan
Stanley shall have the right to designate up to two representatives to act as
Directors on the Board of Directors.  MSCI and the Board of Directors
agrees to take any and all actions necessary to implement the
foregoing.

         

        (c)  MSCI
and the Board of Directors agree to take any and all actions necessary to ensure
that the certificate of incorporation and bylaws of MSCI facilitate, and do not
at any time conflict with, any provision of this Agreement.  In the
event of any conflict between the provisions of this Agreement and any provision
of the bylaws of MSCI, the provisions of this Agreement shall
control.

         

         

        ARTICLE
5

        Miscellaneous

         

        Section
5.01.  Indemnification.  MSCI
agrees to indemnify Morgan Stanley, its Affiliates and their respective
successors and assigns against, and agrees to hold each of them harmless from,
any and all damage, loss, liability, expense (including reasonable expenses of
investigation and reasonable attorneys’ fees and expenses in connection with any
action, suit or proceeding, whether involving a third party claim or a claim
solely between the parties hereto) incurred or suffered by Morgan Stanley, any
Affiliate of Morgan Stanley or any of their respective successors and assignees
arising out of any misrepresentation or breach of warranty or breach of covenant
(including, without limitation, Section 4.02) or agreement made or to be
performed by MSCI pursuant to this Agreement.  Any indemnification
payment required to be paid by MSCI to Morgan Stanley under this Section 5.01
shall be increased by an amount (as reasonably determined by Morgan Stanley)
equal to any Taxes (including Taxes on such increased amount) Morgan Stanley is
required to pay (which amount shall not be reduced by any Tax asset or Tax
attribute available to Morgan Stanley) as a result of receiving such
indemnification payment.  Morgan Stanley will provide MSCI with a
brief summary describing how such amount was calculated.

         

        
          
            
            

          

          
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        Section
5.02.  Subsidiaries.  Morgan
Stanley agrees and acknowledges that Morgan Stanley shall be responsible for the
performance by each Morgan Stanley Entity of the obligations hereunder
applicable to such Morgan Stanley Entity.

         

        Section
5.03.  Amendments.  This
Agreement may not be amended or terminated orally, but only by a writing duly
executed by or on behalf of the parties hereto.  Any such amendment
shall be validly and sufficiently authorized for purposes of this Agreement if
it is signed on behalf of Morgan Stanley and MSCI by any of their respective
officers.

         

        Section
5.04.  Term.  This
Agreement shall remain in effect until all Registrable Securities held by
Holders have been transferred by them to Persons other than Transferees; provided that, the provisions of
Section 3.07 shall survive any such expiration.

         

        Section
5.05.  Severability.  If
any provision of this Agreement or the application of any such provision to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid, illegal or unenforceable to any extent, the
remainder of this Agreement or such provision of the application of such
provision to such party or circumstances, other than those to which it is so
determined to be invalid, illegal or unenforceable, shall remain in full force
and effect to the fullest extent permitted by law and shall not be affected
thereby, unless such a construction would be unreasonable.

         

        Section
5.06.  Notices.  All
notices and other communications required or permitted hereunder shall be in
writing, shall be deemed duly given upon actual receipt, and shall be delivered
(a) in person, (b) by registered or certified mail, postage prepaid, return
receipt requested, (c) by facsimile or (d) by electronic mail transmission
(“e-mail”) (if agreed to
by the parties and to recipients designated by each party), addressed as
follows:

         

        
          
            
            

          

          
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        (a)     If
to MSCI, to:

        


        MSCI
Inc.

        88 Pine
Street

        New York,
NY 10005

        Attention:  Frederick
W. Bogdan, General Counsel

        Fax:  (212)
804-2906

         

        (b)     If
to Morgan Stanley, to:

        


        Morgan
Stanley

        1585
Broadway

        New York,
NY 10036

        Attention:  Martin
M. Cohen, Director of Company Law

        Fax:  (212)
507-3334

         

        or to such
other addresses or telecopy numbers as may be specified by like notice to the
other parties.

         

        Section
5.07.  Further
Assurances.  Morgan Stanley and MSCI shall execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such
instruments and take such other action as may be necessary or advisable to carry
out their obligations under this Agreement and under any exhibit, document or
other instrument delivered pursuant hereto.

         

        Section
5.08.  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original instrument, but all of which together shall constitute but
one and the same agreement.

         

        Section
5.09.  Governing
Law.  This Agreement and the transactions contemplated hereby
shall be construed in accordance with, and governed by, the internal laws of the
State of New York.

         

        Section
5.10.  Jurisdiction.  The
parties hereto agree that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be brought in the United
States District Court for the Southern District of New York or any New York
State court sitting in New York City, so long as one of such courts shall have
subject matter jurisdiction over such suit, action or proceeding, and that any
cause of action arising out of this Agreement shall be deemed to have arisen
from a transaction of business in the State of New York, and each of the parties
hereby irrevocably consents to the jurisdiction of such courts (and the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient


         

        
          
            
            

          

          
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        forum.  Process
in any such suit, action or proceeding may be served on a party anywhere in the
world, whether within or without the jurisdiction of any such
court.  Without limiting the foregoing, each party agrees that service
of process on such party as provided in Section 5.06 shall be deemed effective
service of process on such party.  MSCI is registered to do business
in the State of New York as NY MSCI.

         

        Section
5.11.  Entire
Agreement.  This Agreement constitutes the entire understanding
of the parties hereto with respect to the subject matter hereof.

         

        Section
5.12.  Successors.  This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.  Nothing contained
in this Agreement, express or implied, is intended to confer upon any other
person or entity any benefits, rights or remedies.

         

        Section
5.13.  Specific
Performance.  The parties hereto acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  Accordingly, it is agreed that they shall be
entitled to an injunction or injunctions to prevent breaches of the provisions
of this Agreement and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction in the United States or any state thereof,
in addition to any other remedy to which they may be entitled at law or
equity.

         

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        IN WITNESS
WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.

        


         

        
          	 	
                  MSCI
      INC.

                	 
	 	 	 	 
	 	
                  By:

                	
                  /s/
      Henry A. Fernandez

                	 
	 	 	
                  Name:   
      Henry A. Fernandez

                	 
	 	 	
                  Title:     
      Chief Executive Officer, President and Chairman

                	 


        

         

        


        
          	 	
                  MORGAN
      STANLEY

                	 
	 	 	 	 
	 	
                  By:

                	
                  /s/
      Colm Kelleher

                	 
	 	 	
                  Name:   
      Colm Kelleher

                	 
	 	 	
                  Title:     
      Chief Financial Officer

                	 


        

         

        
25