Exhibit
10.3

    

    
      
 

      EXECUTION
COPY

      


      May 22, 2009

      


      MSCI
Inc.

      88 Pine
Street

      New York,
NY 10005

      Attn.  Frederick
W. Bogdan, General Counsel

      Telephone:
(212) 804-2930

      


      Re:           Services
Agreement by and between Morgan Stanley and MSCI Inc.

      


      Ladies
and Gentlemen:

      


      Morgan Stanley (“Morgan Stanley”) and MSCI Inc.
(“MSCI” and, together
with Morgan Stanley, the “Parties”) have entered into a
Services Agreement dated as of November 20, 2007 (the “Services Agreement”), as
amended July 21, 2008.  Except as otherwise provided in this letter
agreement (the “Letter
Agreement”), all capitalized terms used without definition herein shall
have the meanings ascribed to them in the Services Agreement.

      


      Morgan Stanley intends to sell all of
the outstanding shares of Class A common stock, par value $0.01 per shares, of
MSCI and its subsidiaries owned by Morgan Stanley (the “Sale”, and the date of the
consummation of the disposition of all shares of MSCI Class A Common Stock held
by Morgan Stanley, the “Sale
Date”).

      


      In connection with the Sale, and
pursuant to, and in accordance with, Section 8.12 of the Services Agreement, by
executing this Letter Agreement the Parties hereby agree that the Schedules are
hereby terminated in their entirety and replaced with the Amended and Restated
Schedules attached to this Letter Agreement.

      


      Except as amended by this Letter
Agreement, all provisions of the Services Agreement and the exhibits thereto
shall remain in full force and effect following the Sale Date unless the
Services Agreement expires or is terminated in accordance with its
terms.

      


      Notwithstanding anything in this Letter
Agreement to the contrary, if the Sale does not occur, this Letter Agreement
shall be of no force and effect.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      Please confirm that the foregoing
correctly sets forth the terms of our agreement by executing this Letter
Agreement and returning it to us at the address below.

      


       

      
        
           

          
            	
                    MORGAN
      STANLEY

                  	 
	 	 	 	 
	By:	

                    /s/
      Colm Kelleher

                  	 
	 	Name:	

                    Colm
      Kelleher

                  	 
	 	Title:	

                    Chief
      Financial Officer

                  	 
	 	 	 	 
	 	
                    Morgan
      Stanley

                    1585
      Broadway

                    New
      York, NY 10036

                  	 


          

           

        

        Confirmed,
accepted and agreed to as of the date first written above:

        
          
             

            
              	
                      MSCI
      INC.

                    	 
	 	 	 	 
	By:	

                      /s/
      Henry A. Fernandez

                    	 
	 	Name:	

                      Henry
      A. Fernandez

                    	 
	 	Title:	

                      Chairman
      and CEO

                    	 


            

             

          

        

      

      
 

      


      


      Signature
page to Services Letter Agreement

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       

      Amended
and Restated Schedules, dated as of May 22, 2009

      


      to the
Services Agreement by and between Morgan Stanley and MSCI Inc.,

      


      dated as
of November 20, 2007, as amended July 21, 2008

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
 

      Schedule
I:  Finance Services

       

       

      
        
          	
                  Business
      Function

                	
                  Finance
      Services

                   

                
	
                  Providing
      Party

                	
                  Morgan
      Stanley

                   

                
	
                  Receiving
      Party

                	
                  MSCI

                   

                


        

      

       

       

      Description of
Services:  Morgan Stanley will perform the following Services
for MSCI:

      


      
        	
                ·  

              	
                Provide
      MSCI with information on the OMEGA system in order to enable MSCI to
      account for management charges, intercompany interest, intercompany
      entries and other charges or
allocations

              


      

      


      
        	
                ·  

              	
                Assist
      with bank account and payment processing in
  China

              


      

      


      Duration of Services:
Up to three months, terminable on written notice from MSCI.

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


       

      Schedule II: Legal and
Compliance Services

       

       

      
        
          	
                  Business
      Function

                	
                  Legal
      and Compliance Services

                   

                
	
                  Providing
      Party

                	
                  Morgan
      Stanley

                   

                
	
                  Receiving
      Party

                	
                  MSCI

                   

                


        

         

      

       

      Description of
Services:  Morgan Stanley will use good faith reasonable
efforts to perform the following Services for MSCI:

      


      
        	
                ·  

              	
                Provide
      daily electronic trade reports for all personnel with brokerage accounts
      at a  Morgan Stanley entity or outside broker that is included
      in the daily electronic trade reports delivered to Designated
      Managers

              


      

      


      
        Duration of Services:
Up to six months, terminable on written notice from MSCI.

      

       

      


      5