Prospectus excerpt:  We are offering 22,000,000 depositary shares, each of which represents a 1/20th interest in a share of our 6.00% Mandatory Convertible Preferred Stock, Series D, with an initial liquidation preference of $1,000 per share (our Ùmandatory convertible preferred stockˆ). The shares of mandatory convertible preferred stock will be deposited with Wells Fargo Bank, N.A., as depositary, pursuant to a deposit agreement. Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of such deposit agreement.

We will pay cumulative dividends on each share of our mandatory convertible preferred stock at a rate of 6% per annum on the initial liquidation preference of $1,000 per share. Dividends will accrue and cumulate from the date of issuance and, to the extent that we have lawfully available funds to pay dividends and our board of directors declares a dividend payable, we will pay dividends on February 1, May 1, August 1 and November 1 of each year in cash and on August 1, 2013 or any earlier conversion date in cash, shares of our common stock, par value $0.625 per share, or a combination thereof, at our election and subject to the share cap (as defined herein). The first dividend payment, if declared, will be made on November 1, 2010, in the expected amount of $15.50 per share of our mandatory convertible preferred stock (equivalent to $0.775 per depositary share), which will reflect the time period from the expected date of issuance to November 1, 2010.

Each share of our mandatory convertible preferred stock has a liquidation preference of $1,000 (and, correspondingly, each depositary share has a liquidation preference of $50), plus an amount equal to accrued and unpaid dividends. Subject to the authorized share condition described in this prospectus supplement, each share of our mandatory convertible preferred stock will automatically convert on August 1, 2013 into between 9.164 and 11.364 shares of our common stock (respectively, the Ùminimum conversion rateˆ and Ùmaximum conversion rateˆ) (and, correspondingly, each depositary share will automatically convert into between 0.4582 and 0.5682 shares of our common stock), each subject to adjustment, depending on the average VWAP (as defined herein) per share of our common stock over the 10 trading day period ending on, and including, the third scheduled trading day prior to such date. At any time prior to July 15, 2013, a holder of 20 depositary shares may cause the depositary to convert one share of our mandatory convertible preferred stock, on such holder?s behalf, into a number of shares of our common stock equal to the minimum conversion rate, subject to adjustment, but such holder will not be entitled to accrued and unpaid dividends for the current dividend period. During a specified period in connection with a fundamental change (as defined herein), a holder of 20 depositary shares may cause the depositary to convert one share of our mandatory convertible preferred stock, on such holder?s behalf, into a number of shares of our common stock equal to the applicable fundamental change conversion rate.