INTERACTIVE DATA CORP/MA/
2004 AMENDMENT LONG TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>b49020idexv10w5.txt
<DESCRIPTION>2004 AMENDMENT LONG TERM INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                    Exhibit 10.5

                          INTERACTIVE DATA CORPORATION

                          2000 LONG-TERM INCENTIVE PLAN
                          -----------------------------

                                 2004 AMENDMENT

                          -----------------------------


     Interactive Data Corporation (the "Company") hereby amends the Interactive
Data Corporation 2000 Long-Term Incentive Plan (the "Plan") as set forth below.

                                    * * * * *

     1. Plan Termination. Paragraph (k) of Section 8 shall be amended by
deleting the clause preceding the semicolon and replacing it with the following:
"The Plan shall become effective as of the date of its adoption by the Board,
and shall continue in effect until the earlier to occur of: (i) termination by
the Board or (ii) February 22, 2010;"

                                    * * * * *

     2. Further Amendments. Except as hereinabove specifically amended, all
provisions of the Plan shall continue in full force and effect; provided,
however, that the Company hereby reserves the power from time to time to further
amend the Plan.

                                    * * * * *



     IN WITNESS WHEREOF, the Company has caused this 2004 Amendment to be
executed in its name and on its behalf this 24 day of February, 2004.


                                   INTERACTIVE DATA CORPORATION




                                     By:    /s/ Stuart J. Clark
                                        ----------------------------------------
                                        Stuart J. Clark, Chief Executive Officer




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</DOCUMENT>
