MOODY’S CORPORATION

Policy Regarding the Independence of Ratings and Disclosure of Affiliations of Moody’s Directors and Shareholders with Rated Entities

It is the policy of Moody’s Investors Service, Inc. (“MIS”) and its parent corporation, Moody’s Corporation (“MCO”), that MIS’s rating opinions and research should reflect a completely independent assessment of relative credit risk produced by MIS’s professional analytical staff. In order to avoid the appearance of inappropriate influence over or involvement with the credit rating process, it is MCO’s long-standing policy that MIS personnel shall not disclose or discuss potential or pending rating actions or market-sensitive rating policies with external parties, including non-employee shareholders and non-employee members of MCO’s board of directors, unless and until that information has been publicly disclosed. Exceptions to this policy with respect to disclosures to MCO’s board of directors (or a committee thereof) of a potential rating action or change in rating policy may only be made if MCO’s Chief Executive Officer determines in the particular case that an exception is necessary in furtherance of the establishment of corporate policy and the disclosure and rationale therefor is documented with MCO’s General Counsel. In light of this, the Company includes in its criteria for the selection and nomination of director candidates the absence of potential conflicts with the Company’s business and interests (including potential conflicts or the appearance of conflicts that may arise as a result of the unique nature of Moody’s Investors Service and its role in the public securities markets).

In order to allow interested parties information regarding known affiliations of MCO directors with rated entities, and rated entities that also have publicly reported to the SEC an ownership interest in MCO of more than 5%, such affiliations and interests shall be publicly disclosed on MIS’s website (moodys.com) and updated on an annual basis.

An appropriate reference to this policy shall be included with ratings and research published by MIS.

Affiliations of Moody’s Directors and Shareholders with Rated Entities

As of April 19, 2011, members of the MCO board of directors serve as officers, directors or faculty members of the following rated entities:

Basil L. Anderson
Becton, Dickinson and Company (director)
Hasbro, Inc. (director)
Staples, Inc. (director)

Jorge A. Bermudez
Electric Reliability Council of Texas, Inc. (director)

Darrell Duffie
Stanford University (faculty member at the Stanford Graduate School of Business)

Robert R. Glauber
Freddie Mac (director)
XL Capital LTD (director)

Ewald Kist
DSM N.V. (director)
Royal Philips Electronics (director)

Henry A. McKinnell, Jr.
Angiotech Pharmaceuticals, Inc. (director)

John K. Wulff
Celanese Corporation (director)
Chemtura Corporation (director)
Sunoco, Inc. (director)

The following entities (directly or through subsidiaries or sponsored entities) hold credit ratings from MIS and also publicly have reported to the SEC an ownership interested in MCO of more than 5%.

• Berkshire Hathaway Inc. – approximately 13%

MIS maintains policies and procedures to address the independence of its rating process in light of such affiliations.

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