Unum Group — Major Shareholding Notification 2007

May 30, 2007

SC 13D/A 1 a07-15513_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 2)**

*Unum Group*

(Name of Issuer)

*Common Stock, $.10 par value*

(Title of Class of Securities)

*91529Y106*

(CUSIP Number)

*Ralph V. Whitworth Relational Investors, LLC 12400 High Bluff Drive, Suite 600 San Diego, CA 92130 (858) 704-3333*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*May 29, 2007*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 91529Y106 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 29,323,626
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 29,323,626
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 29,323,626
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 8.55%
14.	Type of Reporting Person
(See Instructions) IA/HC/OO

2

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 5,049,351 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 5,049,351 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 5,049,351 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class Represented
by Amount in Row (11) 1.47% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

3

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 129,695 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 129,695 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 129,695 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.04% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

4

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 290,399 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 290,399 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 290,399 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.08% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

5

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 123,316 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 123,316 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person 123,316 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.04% | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

6

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,465,566 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,465,566 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,465,566 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.72% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

7

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 2, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,618,005 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,618,005 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,618,005 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.76% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

8

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 4, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 642,219 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 642,219 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 642,219 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.19% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

9

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 450,814 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 450,814 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 450,814 | |
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.13% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

10

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 7, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 218,783 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 218,783 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 218,783 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.06% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

11

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors III, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 131,321 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 131,321 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 131,321 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.04% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

12

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors VIII, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,910,544 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 4,910,544 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,910,544 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 1.43% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

13

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,964,195 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,964,195 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,964,195 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.57% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

14

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors X, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 3,750,893 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 3,750,893 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,750,893 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 1.09% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

15

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XI, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,932,782 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,932,782 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,932,782 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.56% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

16

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 721,057 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 721,057 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 721,057 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.21% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

17

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 489,872 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 489,872 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 489,872 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.14% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

18

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) NA | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 29,323,626 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 29,323,626 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 29,323,626 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 8.55% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

19

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) NA | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 29,323,626 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 29,323,626 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 29,323,626 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 8.55% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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| Item 1. |
| --- |
| This Schedule 13D/A
constitutes the second amendment to the Schedule 13D originally filed by the Reporting
Persons with the Securities and Exchange Commission (the “ SEC ”) on March 9, 2007 (the “ Statement ”) and amended by Amendment No. 1 filed by the
Reporting Persons with the SEC on March 30, 2007 (the “ Amendment ”)
with respect to the common stock, $.10 par value (the “ Shares ”), of Unum Group, a Delaware
corporation (the “ Issuer ” or the
“ Company ”). Except as
specifically amended by this Schedule 13D/A, the Statement remains in full
force and effect. |

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| Item 3. |
| --- |
| Item 3 of the Statement
is hereby amended and restated as follows: RILLC and the Managed
Accounts purchased an aggregate of 3,434,814 Shares for a total consideration
(including brokerage commissions) of $70.8 million derived from capital
of the Managed Accounts and margin borrowings from certain client margin
accounts at Credit Suisse Securities (USA) LLC (“ CSSU ”). |
| The Relational LPs
purchased an aggregate of 25,888,812 Shares for total consideration
(including brokerage commissions) of $547 million derived from the
capital of the Relational LPs and margin borrowings from CSSU for RFP, RCP,
RH1 and RH2. |
| Interest on the margin
debt balance of the margin accounts described above is charged at the then
Federal Funds Rate plus 50 basis points. CSSU has a lien on the Shares
held by certain Managed Accounts and those held by RFP, RCP, RH1 and RH2 to
secure repayment of the margin borrowings described above. |

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| Item 5. |
| --- |
| Item 5 of the Statement is hereby amended and
restated as follows: (a) As
of the date of this Statement, the Reporting Persons beneficially owned in
the aggregate 29,323,626 Shares, constituting 8.55% of the outstanding
Shares. The percentage of Shares owned being based upon 342,802,960
Shares outstanding on March 31, 2007, as set forth in the Issuer’s Form 10-Q for
the quarter ended March 31, 2007. The Reporting Persons may be deemed
to have direct beneficial ownership of the Shares as follows: |

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	3,434,814	1.00 %	Sole
RILP	5,049,351	1.47 %	Sole
RFP	129,695	0.04 %	Sole
RCP	290,399	0.08 %	Sole
RP	123,316	0.04 %	Sole
RH1	2,465,566	0.72 %	Sole
RH2	2,618,005	0.76 %	Sole
RH4	642,219	0.19 %	Sole
RH6	450,814	0.13 %	Sole
RH7	218,783	0.06 %	Sole
RI III	131,321	0.04 %	Sole
RI VIII	4,910,544	1.43 %	Sole
RI IX	1,964,195	0.57 %	Sole
RI X	3,750,893	1.09 %	Sole
RI XI	1,932,782	0.56 %	Sole
RI XV	721,057	0.21 %	Sole
RI XVI	489,872	0.14 %	Sole

| RILLC, individually and in
its capacity as an investment adviser, may be deemed to possess direct
beneficial ownership of the 3,434,814 Shares that are owned by it and the
Managed Accounts. Additionally, RILLC, as the sole general partner, or
sole managing member of the general partner, of each of Relational LPs may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) the 25,888,812 Shares beneficially owned by
the Relational LPs because the limited partnership agreements of the
Relational LPs specify that RILLC has sole investment discretion and voting
authority with respect to those Shares. |
| --- |
| Each of Messrs.
Whitworth and Batchelder, as Principals of RILLC, may be deemed to share
indirect beneficial ownership of the Shares which RILLC may beneficially
own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership
of such Shares for all other purposes. |
| To the best of the
knowledge of each of the Reporting Persons, other than as set forth above,
none of the persons named in Item 2 is the beneficial owner of any Shares. |

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| (b) See
item (a) above. | |
| --- | --- |
| (c) Information
concerning transactions in the Shares by the Reporting Persons during the
past 60 days and not previously reported is set forth in Exhibit A filed with
this Statement. | |
| (d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
covered by this Statement, except that dividends from, and proceeds from the
sale of, the Shares held by accounts managed by RILLC may be delivered to
such accounts. | |
| (e) Not
applicable. | |
| Item 7. | Material to Be Filed as Exhibits |
| | The
following Exhibits are filed herewith: Exhibit A – Information concerning transactions in the Shares affected
by the Reporting Persons since the last filing. |

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*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 30, 2007

RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. RH FUND 1, L.P. RH FUND 2, L.P. RH FUND 4, L.P. RH FUND 6, L.P. RH FUND 7, L.P. RELATIONAL INVESTORS III, L.P. RELATIONAL INVESTORS VIII, L.P. RELATIONAL INVESTORS IX, L.P. RELATIONAL INVESTORS X, L.P. RELATIONAL INVESTORS XI, L.P. RELATIONAL INVESTORS XV, L.P. RELATIONAL INVESTORS XVI, L.P.

| By: |
| --- |
| as general partner to each, except as the sole
managing member of the general partners of Relational Investors III, L.P. and
Relational Investors X, L.P. |

	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
RELATIONAL
INVESTORS, LLC
By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
/s/
Ralph V. Whitworth
Ralph V.
Whitworth
/s/
David H. Batchelder
David H.
Batchelder

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*EXHIBIT INDEX*

Exhibit	Description
A.	Information concerning transactions in the Shares
affected by Reporting Persons since the last filing.

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