Prospectus exerpt:  We are offering 87,000,000 shares of our 4.75% Series B mandatory convertible junior preferred stock, $0.01 par value (Series B preferred stock).

Dividends on our Series B preferred stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee of our Board of Directors, at an annual rate of 4.75% on the liquidation preference of $50 per share. We may pay declared dividends in cash or, subject to certain limitations, in common stock or any combination of cash and common stock on March 1, June 1, September 1 and December 1 of each year, commencing on March 1, 2011 and to, and including, December 1, 2013.

Each share of our Series B preferred stock will automatically convert on December 1, 2013 into between 1.2626 and 1.5152 shares of our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will be determined based on the average of the closing prices per share of our common stock over the 40 trading day period ending on the third trading day prior to the mandatory conversion date. At any time prior to December 1, 2013 holders may elect to convert each share of our Series B preferred stock into shares of common stock at the minimum conversion rate of 1.2626 shares of common stock per share of Series B preferred stock, subject to anti-dilution adjustments. If you elect to convert any shares of Series B preferred stock during a specified period beginning on the effective date of a cash acquisition (as described herein) of GM, the conversion rate will be adjusted under certain circumstances and you will also be entitled to a cash acquisition dividend make-whole amount (as described herein).