Morningstar,Inc. 2006Restricted Stock Unit Grant Form of DirectorDeferral Election Form

Exhibit 10.4

Morningstar, Inc.

2006 Restricted Stock Unit Grant

Form of Director Deferral Election Form

If you wish to defer delivery of any portion of the shares of common stock (“Shares”) of Morningstar, Inc. (the “Company”) covered by the Restricted Stock Unit award granted to you on May 15, 2006 (the “RSU Award”), you must complete this form and return it to the Company’s Human Resources Department no later than June 14, 2006. For additional information, please read the award agreement for your RSU Award (the “RSU Award Agreement”).

I hereby elect, subject to the terms of my RSU Award, to defer delivery of the percentage of the Shares set forth below (together with any associated dividend equivalents) that would otherwise be delivered to me on each of the four RSU vesting dates, to as soon as administratively feasible on or after the date indicated below (the “Deferred Delivery Date”).

I understand that if my Service (as defined in Section 3.3 of the RSU Award Agreement) terminates before the Deferred Delivery Date, I will receive the Shares for any vested portion of my RSU Award (together with any associated dividend equivalents), as soon as administratively feasible, on or after the next anniversary of the Grant Date (as defined in the RSU Award Agreement) following the date my Service terminates (the “Service Termination Date”).

I understand that, as provided by Section 4.1 of the RSU Award Agreement, Shares subject to this election may be delivered to me in advance of the Deferred Delivery Date in connection with a change in control event (as defined in regulations promulgated under Section 409A of the Code) or any other event for which the Board or the Committee is permitted, at the time of such event, to provide for accelerated distributions under Section 409A of the Code.

I elect to defer delivery of      % of the Shares that would otherwise be delivered to me on each of the three vesting installments of the RSU Award (deferring only the first two installments if the first date is chosen) until:

(Check only one payment date)

I hereby make the above irrevocable election and acknowledge that I have read the RSU Award Agreement and understand that this Deferral Election is for each vesting installment of my RSU Award.