Item 8.01. Other Events.

On September 21, 2009, we completed our previously-announced underwritten sale of $650 million of our debt securities, consisting of $400 million aggregate principal amount of our 7.60% Senior Notes, Series P, due 2039 and $250 million aggregate principal amount of our 6.15% Senior Notes, Series Q, due 2019 (collectively, the "Notes"). The net proceeds to us from the sale of the Notes, after deducting the Underwriters' discount but excluding expenses, were approximately $644.4 million. The Notes are governed by and were issued pursuant to the Fifth Supplemental Indenture dated as of September 21, 2009 to Indenture dated March 31, 1994, between us and Regions Bank, as trustee. A copy of the Fifth Supplemental Indenture, including the forms of Notes, is filed as Exhibit 4.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1* Underwriting Agreement, dated September 14, 2009, by and among us and the underwriters.

1.2* Price Determination Agreement, dated September 14, 2009, by and among us and the underwriters.

4.1 Fifth Supplemental Indenture, dated as of September 21, 2009, to Indenture dated March 31, 1994, by and between us and Regions Bank, as trustee.

4.2 Form of the Notes (included in Exhibit 4.1 above).

5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.

---

* Incorporated by reference to Exhibits 1.1 and 1.2 to our Current Report on Form 8-K filed on September 16, 2009.