Pension Benefit Equalization Plan of Moody's Corporation

Exhibit 10.39

PENSION BENEFIT EQUALIZATION PLAN

OF

MOODY' S CORPORATION

Amended and Restated Effective as of January 1, 2008

I PURPOSE OF THE PLAN

The purpose of the Pension Benefit Equalization Plan of Moody' s Corporation (the " Plan" ) is to provide a means of equalizing the benefits of those employees of Moody' s Corporation (the " Corporation" ) and its subsidiaries participating in the Retirement Account of Moody' s Corporation (the " Retirement Account" ) whose funded benefits under the Retirement Account are or will be limited by the application of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), the Internal Revenue Code of 1986, as amended (the " Code" ) or any applicable law or regulation. The Plan is intended to be an " excess benefit plan" , as that term is defined in Section 3(36) of ERISA, with respect to those participants whose benefits under the Retirement Account have been limited by Section 415 of the Code, and a " top hat" plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA with respect to those participants whose benefits under the Retirement Account have been limited by Section 401(a)(17) of the Code. The Plan is hereby amended and restated effective as of January 1, 2008 to comply with the requirements of Section 409A of the Code (" Section 409A" ), and shall be interpreted accordingly. The provisions of the Plan as in effect on December 31, 2007 apply to any participant whose benefits commenced on or before that date.

II ADMINISTRATION OF THE PLAN

The Board of Directors (" Board" ) of the Corporation and the Compensation and Benefits Committee appointed by the Board (the " Committee" ) severally (and not jointly) shall be responsible for the administration of the Plan. The Committee shall consist of not less than three (3) nor more than seven (7) members, as may be appointed by the Board from time to time. Any member of the Committee may resign at will by notice to the Board or be removed at any time (with or without cause) by the Board.

The members of the Committee may from time to time allocate responsibilities among themselves and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including without limitation those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion.

The Committee (and its delegees) shall have the exclusive authority to interpret the provisions of the Plan and construe all of its terms (including, without limitation, all disputed and uncertain terms), to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Committee shall be conclusive and binding upon all Participants, Former Participants, Vested Former Participants and Surviving Spouses. All deference permitted by law shall be given to such interpretations, determinations and actions.

Any action to be taken by the Committee shall be taken by a majority of its members, either at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one Committee member and the secretary of the Committee shall be sufficient evidence to any person of any action taken pursuant to the Plan.

Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan. III PARTICIPATION IN THE PLAN

All members of the Retirement Account shall be eligible to participate in this Plan whenever their benefits under the Retirement Account, as from time to time in effect, would exceed the limitations on benefits and contributions imposed by Sections 401(a)(17), 415(b) or any other applicable Section of the Code, calculated from and after September 2, 1974. For purposes of this Plan, benefits of a participant in this Plan shall be determined as though no provision were contained in the Retirement Account incorporating limitations imposed by Sections 401(a)(17), 415(b) or any other Section of the Code.

IV EQUALIZED BENEFITS

The Corporation shall pay to each eligible member of the Retirement Account and his beneficiaries a supplemental pension benefit equal to the benefit which would have been payable to them under the Retirement Account, as if no provision were set forth therein incorporating limitations imposed by Sections 401(a)(17), 415(b) or any other applicable Section of the Code, to the extent that such benefit otherwise payable under the Retirement Account exceeds the benefit limitations related to the Retirement Account as described in Section III of this Plan.

A participant' s Grandfathered Benefit shall be paid as follows: (a) Subject to Section XI of this Plan, such supplemental pension benefits shall be payable in accordance with all of the terms and conditions applicable to the participant' s benefits under the Retirement Account, including whatever optional benefits he may have elected; provided, however, if an Election (as defined in Section VIII of this Plan) or a Special Election (as defined in Section IX of this Plan) has been made and becomes effective prior to the date when benefits under this Plan would otherwise be payable, the form of payment of benefits under this Plan shall be in the form so elected pursuant to such Election or Special Election; provided further, that notwithstanding any Election or Special Election, if the lump sum value, determined in the same manner as provided under Section VIII below, of the benefits payable under this Plan is Ten Thousand Dollars ($10,000) or less at the time such benefits are payable under this Plan, such benefits shall be payable as a lump sum.


2 (b) Any portion of the benefits payable under this Plan as a lump sum, including any amounts payable as a lump sum under Section IV, shall be paid sixty (60) days after the date when payments of the same benefits under this Plan, if payable in the form of an annuity, would otherwise commence, or as soon as practicable thereafter, provided the Committee has approved such payment. Any such lump sum distribution of a participant' s or beneficiary' s benefits under this Plan shall fully satisfy all present and future Plan liability with respect to such participant or beneficiary for such portion or all of such benefits so distributed. Any portion of the benefits payable under this Plan as an annuity shall commence on the date when annuity benefits under this Plan would otherwise commence, without regard to any Election or Special Election. Subject to Section XI of this Plan, a Participant' s Non-Grandfathered Benefit under the Plan shall be paid in a lump sum on the six-month anniversary of the participant' s " separation from service" (as defined in guidance issued pursuant to Section 409A).

For purposes of the Plan:

(x) A participant' s " Grandfathered Benefit" means a participant' s vested benefit under the Plan as of December 31, 2004, determined in accordance with the principles of Q&A-17(a) of IRS Notice 2005-1 or any applicable successor guidance issued by the Internal Revenue Service of the U.S. Treasury Department. Notwithstanding the foregoing, no participant who is an active employee of the Corporation or any subsidiary after December 31, 2004 shall be treated as having any Grandfathered Benefit.

(y) A participant' s " Non-Grandfathered Benefit" means the entire benefit of a participant who does not have a Grandfathered Benefit. V PAYMENTS OF BENEFITS IN THE EVENT OF DEATH

In case of the death of the participant, the Grandfathered Benefit shall, where applicable and subject to Section XI of this Plan, be distributed to the surviving beneficiary who has been designated to receive benefits under the Retirement Account and in the manner which has been elected under the Retirement Account; provided, however, if an Election (as defined in Section VIII of this Plan) or a Special Election (as defined in Section IX of this Plan) has been made and becomes effective prior to the date when benefits under this Plan would otherwise be payable, the form of payment of benefits payable to such surviving beneficiary under this Plan shall be in the form so elected pursuant to such Election or Special Election; provided further, that notwithstanding any Election or Special Election, if the lump sum value, determined in the same manner as provided under Section VIII below, of the benefits payable under this Plan is Ten Thousand Dollars ($10,000) or less at the time such benefits are payable to such surviving beneficiary under this Plan, such benefits shall be payable as a lump sum.

In the case of the death of the participant, the Non-Grandfathered Benefit shall, where applicable and subject to Section XI of the Plan, be distributed to the surviving beneficiary who has been designated to receive benefits under the Retirement Account in the form of a lump sum as soon as administratively practicable following the participant' s death.


3

If the participant has not designated a beneficiary under the Retirement Account, or if no such beneficiary is living at the time of the participant' s death, the amount, if any, in the participant' s account that is distributable upon his death shall be distributed to the person or persons who would otherwise be entitled to receive a distribution of the participant' s Retirement Account benefits. Payment to such person or persons shall completely discharge the Plan with respect to the amount so paid.

VI CHANGE IN CONTROL

(a) Upon the occurrence of a " Change in Control" of the Corporation, as such term is defined below, (i) each participant and beneficiary already receiving benefits and/or survivor' s benefits under the Plan shall receive a lump sum distribution of their unpaid benefits and/or survivor' s benefits under the Plan in an amount equal to the present value of such benefits and/or survivor' s benefits in full satisfaction of all present and future Plan liability with respect to such participant or beneficiary, and

(ii) each vested participant who is not already receiving benefits under the Plan shall receive (a) a lump sum distribution of the present value of his accrued benefit under the Plan as of the date of such Change in Control, within thirty (30) days of the date of such Change in Control and (b) a lump sum distribution of the present value of his additional benefit, if any, accrued under the Plan from the date of the Change in Control until the date he retires or terminates employment with the Corporation (x) within thirty (30) days from the date of the participant' s retirement or termination of employment with the Corporation with respect to Grandfathere ...