1. 364-Day Revolving Credit Agreement.

On November 14, 2008, we entered into a $1.0 billion, 364-day revolving credit agreement (the "364-Day Credit Agreement"), with Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent, and a syndicate of lenders as defined in the 364-Day Credit Agreement. This facility replaces the $1.0 billion, 364 day credit agreement entered into on November 16, 2007.

Under the 364-Day Credit Agreement, we pay a commitment fee that varies between .060% and .125%, depending on our credit rating. Borrowings under the 364-Day Credit Agreement (that are not based on Eurodollar rates) bear interest at an annual rate based on the "base rate" of interest in effect plus the applicable margin. The "base rate" of interest is the higher of (1) the rate of interest announced publicly by Citibank, N.A., from time to time and (2) the Federal Funds Rate plus 0.50%. The "applicable margin" is the greater of (a) the market rate spread minus 1.00% and (b) 0% per annum. The "market rate spread" means at any date our credit default swap mid-rate spread for the one-year period beginning on the most recent reset date for the applicable advance provided that the market rate spread shall have a floor and a cap depending upon the rating of our long-term senior unsecured debt with a floor ranging from .350% to .500% and a corresponding cap ranging from 1.500% to 2.000%. Borrowings under the 364-Day Credit Agreement that are based on Eurodollar rates are generally based on an applicable LIBOR rate plus the market rate spread, as defined above.

The 364-Day Credit Agreement contains customary terms and conditions, including certain financial covenants that are substantially similar to those contained in the previous facility, including, without limitation, covenants restricting our ability to incur liens, merge or consolidate with another entity. Further, the 364-Day Credit Agreement contains a covenant restricting our ability to permit consolidated debt (as defined in the 364-Day Credit Agreement) to exceed 60% of our total capital (as defined in the 364-Day Credit Agreement) until the Credit Agreement terminates and all amounts borrowed under the Credit Agreement are paid in full. The events of default under the 364-Day Credit Agreement include, but are not limited to, the following: (1) failure to pay outstanding principal or interest, (2) failure of representations or warranties to be correct, in any material respects, (3) failure to perform any other term, covenant or agreement and such failure is not remedied within 30 days of notice of such failure, (4) a cross-default with other debt in certain circumstances, (5) certain defaults upon obligations under the Employee Retirement Income Security Act or
(6) bankruptcy. Such events of default would require the repayment of any outstanding borrowings and the termination of the right to borrow additional funds under the 364-Day Credit Agreement.

Some of the lenders under the 364-Day Credit Agreement and their affiliates have various relationships with us and our subsidiaries involving the provision of financial service, including cash management, investment banking, trust and leasing services. In addition, we and some of our subsidiaries have entered into foreign exchange and other derivative arrangements with certain of the lenders and their affiliates.

The information described above under "Item 1.01. Entry into a Material Definitive Agreement" with respect to the 364-Day Credit Agreement is hereby incorporated by reference.

The description herein is qualified in its entirety by the 364-Day Credit Agreement filed as an exhibit hereto.

(d) Exhibits

Exhibit
Number      Description
10.1        $1.0 billion, 364-Day Revolving Credit Agreement dated November 14, 2008.