0001193125-14-077882 Sample Contracts

PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR CHIEF EXECUTIVE OFFICER UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Award Agreement • February 28th, 2014 • 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 (as may be amended from time to time, the “Plan”).

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CONFIDENTIAL MORGAN STANLEY CAPITAL INTERNATIONAL INDEX LICENSE AGREEMENT FOR FUNDS
Index License Agreement • February 28th, 2014 • 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.

AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR EXECUTIVE OFFICERS UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Award Agreement for Restricted Stock Units • February 28th, 2014 • 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 MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (as may be amended from time to time, the “Plan”).

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • 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 Blackrock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • 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.

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • 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.

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds dated as of March 18, 2000 with MSCI internal reference IXF_00040 (as previously amended, the “Agreement”) 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”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR EXECUTIVE OFFICERS UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Award Agreement • February 28th, 2014 • 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 (as may be amended from time to time, the “Plan”).

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • 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.

AWARD AGREEMENT UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Non-Qualified Stock Option Award Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

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

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • 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.

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds dated as of March 18, 2000 (the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”).

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • 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.

AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number 1Xif’_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.

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