MOODY'S CORPORATION CAFETERIA PLAN

Exhibit 10.46

MOODY’S CORPORATION

CAFETERIA PLAN

Effective January 1, 2008

TABLE OF CONTENTS

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ARTICLE I

INTRODUCTION

1.1 Adoption and Purpose of the Plan . The Plan is hereby amended and restated effective as of January 1, 2008 (the “Effective Date”). The purpose of the Plan is to provide Employees with the opportunity to pay health insurance premiums, certain accident or health expenses and certain dependent care expenses on a before-tax basis by means of salary reduction.

1.2 Cafeteria Plan Status . The Plan is intended to qualify as a “Cafeteria Plan” under Code Section 125, including a dependent care assistance program under Code Section 129 and a medical reimbursement plan under Code Section 105(b). The Plan is to be interpreted in a manner consistent with the requirements of Code Sections 105, 106, 125, and 129.

ARTICLE II

DEFINITIONS

The following terms when used in the Plan shall have the following meanings unless a different meaning is clearly required by the context.

2.1 “Administrator” means the person appointed from time to time by the Company to administer the Plan, as provided in Article VIII.

2.2 “COBRA” means the health care continuation coverage provisions of Code Section 4980B.

2.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference to any specific provision of the Code shall include such provision and any valid regulations promulgated thereunder, and any comparable provision of future legislation that amends, supplements, or supersedes such provision.

2.4 “Company” means Moody’s Corporation.

2.5 “Compensation” means an Employee’s total cash earnings received from the Employer during a Plan Year, prior to any salary reductions under this Plan, any other Code Section 125 plan, or any Code Section 401(k) plan.

2.6 “Continuation Participant” means any former Participant and any current or former spouse or Dependent of a Participant who participates in the Plan in accordance with Article VII.

2.7 “Contributions” means amounts paid under the Plan and allocated (i) to pay insurance or other premiums on behalf of a Participant, (ii) to the Health Care Reimbursement Account of a Participant or Continuation Participant, or (iii) to the Dependent Care Reimbursement Account of a Participant, for the purpose of providing benefits under the Plan.

2.8 “Default Benefits” means benefits which will be assigned to an Eligible Employee who fails to affirmatively elect benefits for a Plan Year during the applicable Enrollment Period, pursuant to Article IV hereunder.

2.9 “Dependent” means, with respect to any Participant, an individual defined in Code Section 152.

2.10 “Dependent Care Reimbursement Account” means an account established pursuant to Article VI and setting forth a Participant’s interest in the Plan used to reimburse Dependent Care Expenses.

2.11 “Dependent Care Benefits” means the reimbursement of Dependent Care Expenses as provided under the Plan.

2.12 “Dependent Care Expenses” means expenses that are incurred by a Participant (i) for the care of a qualified individual, or for related household services, and (ii) to enable the Participant to be gainfully employed for any period for which there are one or more such qualified individuals with respect to such Participant.

If such expenses are incurred for services provided outside the Participant’s household by a dependent care center (as defined in Code Section 21(b)(2)(D)), they shall be Dependent Care Expenses only if such center meets all applicable laws and regulations of the applicable state or unit of local government. Dependent Care Expenses shall not include any amount paid for services outside the Participant’s household at a camp where the qualified individual stays overnight, or any amount paid to an individual with respect to whom, for the Plan year, a deduction is allowable under Code Section 151(c) to such Participant or the spouse of such Participant, or who is a child of such Participant (within the meaning of Code Section 151(c)(3)) under the age of 19 at the close of the Plan Year.

For purposes of this definition, a qualified individual is (i) a Participant’s Dependent who is under age 13 and with respect to whom the Participant is the custodial parent (in the event that the Participant is divorced or separated), and is entitled to a deduction under Code Section 151(c), or (ii) a Participant’s spouse or Dependent who is physically or mentally incapable of caring for himself and who regularly spends at least 8 hours each day in the Participant’s household.

2.13 “Eligible Employee” means any full-time or part-time Employee who is regularly scheduled to work at least 20 hours a week for the Employer, and is eligible to participate in the Plan in accordance with Section 3.1.

2.14 “Employee” means any individual employed by the Employer and classified as a common-law employee of the Employer in the Employer’s payroll records. An individual who is classified as a “leased employee” (as described in Code section 414(n)) shall not be an Employee for purposes of the Plan.

2.15 “Employer” means Moody’s Corporation or any successor company, and such of its partially or wholly-owned subsidiary companies as may from time to time, be authorized by the Board or the Administrator to participate in the Plan with respect to all or some of its Eligible Employees and which have adopted the Plan.

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2.16 “Enrollment Period” means the period prior to the beginning of each Plan Year during which Eligible Employees may elect benefit hereunder. The Enrollment Period shall be established annually by the Administrator, and shall be a period no less than 30 days prior to the beginning of the Plan Year. In addition, the Administrator may establish special Enrollment Periods for newly eligible Employees.

2.17 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any specific provision of ERISA shall include such provision and any valid regulations promulgated thereunder, and any comparable provision of future legislation that amends, supplements, or supersedes such provision.

2.18 “Explanation of Benefits” means a statement from a medical or dental plan or health maintenance organization concerning benefits provided to an individual.

2.19 “Health Care Reimbursement Account” means an account established pursuant to Article V and setting forth the interest of a Participant or Continuation Participant in the Plan used to reimburse Health Care Expenses.

2.20 “Health Care Benefits” means the reimbursement of Health Care Expenses as provided under the Plan.

2.21 “Health Care Expenses” means, with respect to a Participant, expenses incurred by the Participant, his spouse, Dependent for “medical care” as defined in Code Section 213(d), but only to the extent that the Participant or other person incurring such expenses is not reimbursed for, and is not eligible for reimbursement of, such expenses through insurance or otherwise under any accident or health plan other than this Plan and cannot deduct such expenses under Code Section 213. The term “Health Care Expenses” does not include any premium paid for medical and/or dental coverage.

2.22 “Medical Plan” means the programs for medical, prescription drug, vision and/or dental coverage provided to Employees of the Employer, as evidenced by the documents, contracts and descriptive materials governing such coverage (hereinafter referred to as the “Policy.” The term “Medical Plan” includes the benefit descriptions, types, amounts, options and coverage levels under the Policy, the participation requirements under the Policy, and such other terms and conditions as are set forth in and are applicable to such Policy, as the same may be amended from time to time.

2.23 “Participant” means any Employee who participates in the Plan in accordance with Article III.

2.24 “Plan” means the Moody’s Corporation Cafeteria Plan as set forth herein together with any and all amendments and supplements thereto. The Plan is hereby amended and restated effective as of January 1, 2008.

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2.25 “Plan Year” means the period beginning on the Effective Date and ending on the following December 31, and the twelve-month period ending on each December 31 thereafter.

2.26 “Qualifying Event” means the termination of a Participant’s employment for any reason other than his gross misconduct, a loss of eligibility due to a reduction in the hours of a Participant’s customary employment, the death of a Participant, the divorce or legal separation of a Participant and his spouse, or a Participant’s dependent child ceasing to be covered as a Dependent, if such event occurs during a Plan Year for which the Participant has chosen to receive Health Care Benefits.

2.27 “Salary Reduction Agreement” means an agreement between a Participant and the Employer that the Participant shall receive an allocation of Contributions for a Plan Year instead of his full Compensation in cash.

A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise.

ARTICLE III

PARTICIPATION

3.1 Commencement of Participation . Each Eligible Employee shall be eligible to participate in the Plan as of his or her date of hire or rehire. Such Eligible Employee may become a Participant by executing a Salary Reduction Agreement, as provided in Section 4.1.

3.2 Cessation of Participation . A Participant will cease to be a Participant as of the date on which he ceases to be an Eligible Employee.

3.3 Continuation of Participation . A Participant who would otherwise cease to be a Participant under Section 3.2 because of a Qualifying Event, or a Participant’s spouse or dependent child who would otherwise cease to receive benefits under the Plan because of a Qualifying Event, may elect to become a Continuation Participant in accordance with Article VII for the purpose of continuing to receive health care coverage as required by COBRA. If the Qualifying Event is the divorce or legal separation of the Participant and his spouse, or the dependent child’s ceasing to be a covered Dependent, the preceding sentence shall not apply to any individual unless the Participant, or the Participant’s spouse or dependent child, provides notice to the Administrator of the Qualifying Event within 60 days after the date the individual would otherwise cease to be eligible to receive benefits under the Plan.

3.4 Reinstatement of Former Participant . A former Participant will become a Participant again as of the date on which he again becomes an Eligible Employee and may participate in accordance with Section 3.1.

ARTICLE IV

BENEFIT OPTIONS AND SALARY REDUCTION

4.1 Benefit Options . A Participant may choose under the Plan to receive his full Compensation for any Plan Year in cash, or to receive benefits under the Plan for any Plan Year pursuant to a Salary Reduction Agreement. As of the Effective Date, the benefits available for each Plan Year are:

(a) Payment of premiums under the Medical Plan;

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(b) The reimbursement of Health Care Expenses up to the maximum amount determined by the Administrator, provided in accordance with Article V; and

(c) The reimbursement of Dependent Care Expenses up to $5,000 ($2,500 in the case of a married Participant filing his federal tax return separately from his spouse), provided in accordance with Article VI.

4.2 Election Procedure and Salary Reduction Agreements .

(a) Each Eligible Employee immediately prior to the Effective Date who desires to become a Participant for the Plan Year commencing with the Effective Date shall file an election with the Administrator at such time as designated by the Administrator. By filing such an election, the Eligible Employee shall become a Participant and his election shall become effective as of the Effective Date. An Eligible Employee who first becomes an Eligible Employee on or after the Effective Date (or an Eligible Employee who returns to employment status as an Eligible Employee on or after the Effective Date) shall become a Participant by filing an election with the Administrator prior to the thirty-first (31st) day beginning with the date when he became an Eligible Employee (or) returned to Eligible Employee status); provided, however, that an election filed hereunder at a time other tha