0001193125-11-017728 Sample Contracts

FORM OF PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR NAMED EXECUTIVE OFFICERS UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Award Agreement • January 31st, 2011 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you Performance Stock Units (“PSUs”) as described below. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (the “Plan”).

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CONFIDENTIAL MORGAN STANLEY CAPITAL INTERNATIONAL INDEX LICENSE AGREEMENT FOR FUNDS
Index License Agreement • January 31st, 2011 • MSCI Inc. • Services-business services, nec • New York

AGREEMENT, dated as of March 18, 2000, by and between MORGAN STANLEY CAPITAL INTERNATIONAL INC. (“MSCI”), a Delaware corporation, having an office at 1585 Broadway, New York, NY 10036, and Barclays Global Investors, N.A. (“Licensee”), having an office at 45 Fremont Street, San Francisco, CA 94105.

FORM OF AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR NAMED EXECUTIVE OFFICERS UNDER THE RISKMETRICS GROUP, INC. 2007 OMNIBUS INCENTIVE COMPENSATION PLAN
Award Agreement • January 31st, 2011 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you Restricted Stock Units (“RSUs”) as described below. The awards are being granted under the RiskMetrics Group, Inc. 2007 Omnibus Incentive Compensation Plan (the “Plan”).

FORM OF PERFORMANCE AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR EMPLOYEES UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Award Agreement • January 31st, 2011 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you Restricted Stock Units (“RSUs”) as described below, pursuant to MSCI’s performance equity program. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (the “Plan”).

AMENDMENT
MSCI Inc. • January 31st, 2011 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (f/k/a/ Morgan Stanley Capital International Inc.) (“MSCI”) and Barclays Global Investors, N.A. (“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

AMENDMENT 2
MSCI Inc. • January 31st, 2011 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (“MSCI”), a Delaware corporation, and Barclays Global Investors, N.A. (“Licensee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

AMENDMENT
MSCI Inc. • January 31st, 2011 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (f/k/a Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

ADL_00074 June 21, 2001
Letter Agreement • January 31st, 2011 • MSCI Inc. • Services-business services, nec

This letter agreement (“Letter Agreement”) will amend the Index License Agreement For Funds, between Morgan Stanley Capital International Inc. (“MSCI”) and Barlcays Global Investors, N.A. (“Licensee”), dated March, 18, 2000 (the “License Agreement” or “Agreement”), as follows:

AMENDMENT
MSCI Inc. • January 31st, 2011 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

AMENDMENT
MSCI Inc. • January 31st, 2011 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. and Blackrock Institutional Trust Company, N.A, (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

AMENDMENT
MSCI Inc. • January 31st, 2011 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between Morgan Stanley Capital International Inc. (“MSCI”) and Barclays Global Investors, N.A (“Licensee”); as amended.

AMENDMENT
MSCI Inc. • January 31st, 2011 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000 and as subsequently amended, by and between Morgan Stanley Capital International Inc. (“MSCI”) and Barclays Global Investors, N.A (“Licensee”), as amended.

Contract
MSCI Inc. • January 31st, 2011 • Services-business services, nec

CONFIDENTIAL TREATMENT REQUESTED. *********** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

AWARD AGREEMENT
Award Agreement • January 31st, 2011 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you price vested stock options (the “Options”) as described below. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (the “Plan”).

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