Item 8.01 Other Events.

On November 12, 2008 Moody's Investors Service downgraded the Company's long term debt rating from "A2" to "A3" and our commercial paper rating from "P-1" to "P-2" citing accelerating contraction in residential and automotive related consumer spending. In addition, Moody's assigned a negative outlook to these ratings. Currently, Standard & Poor's Rating Services rates our long term debt "A" and our commercial paper "A1". Our Standard & Poor's ratings have had a negative outlook since the fourth quarter of 2007.

These credit ratings reflected the views of the rating agency only. An explanation of the significance of these ratings may be obtained from the rating agency. Such ratings are not a recommendation to buy, sell or hold securities. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it decides that the circumstances warrant the change. Each rating agency may have different criteria for evaluating company risk and, therefore, each rating should be evaluated independently of any other rating.

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