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April 15, 2002

An Open Letter to Clients of Moody's KMV and Moody's Investors Service:

The acquisition of KMV by Moody's Corporation on April 15, 2002 was a major step in Moody's Corporation's strategy to provide additional risk management services to the marketplace. It will expand the customer base and product offerings of Moody's Risk Management Services ("MRMS"), and will complement the capital markets credit rating business of Moody's Investors Service ("MIS").

As a result of the acquisition, Moody's Corporation is taking steps to implement practices and procedures designed to minimize the likelihood that proprietary information received from MRMS or KMV (together, "Moody's KMV") clients will be shared with MIS. Likewise, the company is taking appropriate steps designed to minimize the likelihood that confidential client information received by MIS as well as unpublished rating actions and research would be accessed by Moody's KMV employees.

Accordingly, as of April 30, 2002, Moody's Corporation will formally adopt company wide practices and procedures designed to prevent the sharing of files, documents, or other materials containing confidential or sensitive client information by and between Moody's KMV staff and MIS personnel responsible for assigning Moody's ratings. These measures will be physical, technological, and policy oriented.

Moody's Corporation will use all reasonable efforts to prevent the exchange of confidential client information between Moody's KMV and MIS personnel. If, despite these efforts, it comes to the attention of the company that such information has been inadvertently exchanged, Moody's Corporation will take appropriate measures to protect the integrity of their relevant ratings, models, and other services. This may include prohibiting MIS personnel and/or Moody's KMV personnel who may have improperly or inadvertently received information about a client from participating in providing ratings or other services with respect to that client.

The above practices and procedures, however, will not prevent the exchange of client information of any kind by and among Moody's Corporation and its subsidiaries where the client has consented to such exchange in writing in advance. Moreover, nothing in the policies or procedures shall prevent Moody's Corporation or MIS from working with Moody's KMV's business in the ordinary course, and vice versa.

This means that general client or customer information, such as the names of current and prospective clients, client contact information, the terms or proposed terms of contracts with the client, and client payment and billing information may typically be exchanged between and among Moody's Corporation and its subsidiaries. Further, Moody's Corporation and its subsidiaries may exchange information that is not confidential or private to a client. By way of example, MIS may supply published ratings data to Moody's KMV, and Moody's KMV may provide probability of default estimates (which are not associated with a particular client's portfolio) to MIS.

We hope this note is helpful to you and your company. Please contact your Moody's KMV or MIS representative if you have any questions. Thank you.