Definitive Additional Materials


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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¨ Preliminary Proxy Statement


¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


¨ Definitive Proxy Statement


x Definitive Additional Materials


¨ Soliciting Material under §240.14a-12


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¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


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*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials


     Meeting Information      
     Meeting Type: Annual Meeting      
MOODY’S CORPORATION      For holders as of: March 01, 2010      
     Date: April 20, 2010 Time: 9:30 AM EST      
     Location:   7 World Trade Center at      

250 Greenwich Street


New York, New York 10007

     You are receiving this communication because you hold shares in the above named company.      

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are

available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).



We encourage you to access and review all of the important information contained in the proxy materials before voting.

     See the reverse side of this notice to obtain proxy materials and voting instructions.      



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— Before You Vote —

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:

1. Annual Report      2. Notice & Proxy Statement      3. Admission Ticket   


How to View Online:

Have the 12-Digit Control Number available (located on the following page) and visit:   


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:   



     2) BY TELEPHONE:    1 -800-579-1639   
     3) BY E-MAIL*:   

*  If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 06, 2010 to facilitate timely delivery.


— How To Vote —   

Please Choose One of The Following Voting Methods




Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.



Vote By Internet: To vote now by Internet, go to Have the 12 Digit Control Number available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.



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Voting items               
The Board of Directors recommends you vote FOR the following proposal(s):            

1.      Election of Directors






01     Basil L. Anderson



02     Darrell Duffie, Ph.D.


03     Raymond W. McDaniel, Jr



The Board of Directors recommends you vote FOR the following proposal(s):


2       Approval of the Attended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan


3       Approval of the 2004 Moody’s Corporation Covered Employee Cash Incentive Plan, as amended



4       Ratification of the appointment of independent registered public accounting firm for 2010


The Board of Directors recommends you vote AGAINST the following proposal(s):


5       Stockholder proposal to adopt a policy that the chairman of the Company’s board of directors be an independent director




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Voting items Continued        

The Board of Directors does not have a recommendation for voting on the following proposal(s):


6 Such other business as may properly come before the meeting or any adjournment thereof.




  Voting Instructions        



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