0001193125-08-151155 Sample Contracts

23,000,000] Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT

Underwriting Agreement • July 15th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 15th, 2008
• Company
  MSCI Inc.
• Industry
  Periodicals: publishing or publishing & printing
• Jurisdiction
  New York

Morgan Stanley, a Delaware corporation (the “Selling Shareholder”), a shareholder of MSCI Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [23,000,000] shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”).