SCHEDULE 13D, Amendment No. 4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Martin Marietta Materials, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

573284106
(CUSIP Number)

SPO Advisory Corp.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600

with a copy to:

Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067-1725
(310) 712-6600

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

October 8, 2008
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  [_].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

Page 2 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        SPO Partners II, L.P.


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    WC


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        4,828,235 (1)


8.     SHARED VOTING POWER
        – 0 –


9.     SOLE DISPOSITIVE POWER
        4,828,235 (1)


10.     SHARED DISPOSITIVE POWER
          – 0 –


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       4,828,235


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       11.7%


14.     TYPE OF REPORTING PERSON

       PN


(1)     Power is exercised through its sole general partner, SPO Advisory Partners, L.P.

Page 3 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        SPO Advisory Partners, L.P.


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    Not Applicable


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        4,828,235 (1)(2)


8.     SHARED VOTING POWER
        – 0 –


9.     SOLE DISPOSITIVE POWER
        4,828,235 (1)(2)


10.     SHARED DISPOSITIVE POWER
          – 0 –


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       4,828,235


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       11.7%


14.     TYPE OF REPORTING PERSON

       PN


(1)

Solely in its capacity as the sole general partner of SPO Partners II, L.P.

(2)

Power is exercised through its sole general partner, SPO Advisory Corp.

Page 4 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        San Francisco Partners II, L.P.


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    WC


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     California





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        182,200 (1)


8.     SHARED VOTING POWER
        – 0 –


9.     SOLE DISPOSITIVE POWER
        182,200 (1)


10.     SHARED DISPOSITIVE POWER
          – 0 –


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       182,200


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.4%


14.     TYPE OF REPORTING PERSON

       PN


(1)     Power is exercised through its sole general partner, SF Advisory Partners, L.P.

Page 5 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        SF Advisory Partners, L.P.


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    Not Applicable


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        182,200 (1)(2)


8.     SHARED VOTING POWER
        – 0 –


9.     SOLE DISPOSITIVE POWER
        182,200 (1)(2)


10.     SHARED DISPOSITIVE POWER
          – 0 –


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       182,200


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.4%


14.     TYPE OF REPORTING PERSON

       PN


(1)

Solely in its capacity as the sole general partner of San Francisco Partners II, L.P.

(2)

Power is exercised through its sole general partner, SPO Advisory Corp.

Page 6 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        SPO Advisory Corp.


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    Not Applicable


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        5,010,435 (1)(2)


8.     SHARED VOTING POWER
        – 0 –


9.     SOLE DISPOSITIVE POWER
        5,010,435 (1)(2)


10.     SHARED DISPOSITIVE POWER
          – 0 –


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       5,010,435


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       12.1%


14.     TYPE OF REPORTING PERSON

       CO


(1)

Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 4,828,235 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 182,200 of such shares.

(2)

Power is exercised through its four controlling persons, John H. Scully, William E. Oberndorf, William J. Patterson and Edward H. McDermott.

Page 7 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        John H. Scully


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    PF and Not Applicable


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     USA





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        74,200 (1)


8.     SHARED VOTING POWER
        5,010,435 (2)


9.     SOLE DISPOSITIVE POWER
        74,200 (1)


10.     SHARED DISPOSITIVE POWER
          5,010,435 (2)


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       5,084,635


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       12.3%


14.     TYPE OF REPORTING PERSON

       IN


(1)

Of these shares, 1,400 shares are held in the John H. Scully Individual Retirement Accounts, which are self-directed, and 72,800 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as controlling person, sole director and executive officer of Phoebe Snow Foundation, Inc.

(2)

These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of four controlling persons of SPO Advisory Corp.

Page 8 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        William E. Oberndorf


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    Not Applicable and PF


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     USA





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        4,600 (1)


8.     SHARED VOTING POWER
        5,010,435 (2)


9.     SOLE DISPOSITIVE POWER
        4,600 (1)


10.     SHARED DISPOSITIVE POWER
          5,010,435 (2)


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       5,015,035


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       12.1%


14.     TYPE OF REPORTING PERSON

       IN


(1)

These shares are held in the William E. Oberndorf Individual Retirement Account, which is self directed.

(2)

These shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of four controlling persons of SPO Advisory Corp.

Page 9 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        William J. Patterson


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    PF and Not Applicable


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     USA





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        100 (1)


8.     SHARED VOTING POWER
        5,016,535 (2)


9.     SOLE DISPOSITIVE POWER
        100 (1)


10.     SHARED DISPOSITIVE POWER
          5,016,535 (2)


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       5,016,635


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       12.1%


14.     TYPE OF REPORTING PERSON

       IN


(1)

These shares are held in the William J. Patterson Individual Retirement Account, which is self directed.

(2)

Of these shares, 5,010,435 shares may be deemed to be beneficially owned by Mr. Patterson solely in his capacity as one of four controlling persons of SPO Advisory Corp. and 6,100 shares may be deemed to be beneficially owned by Mr. Patterson solely in his capacity as a controlling person, director and executive officer of The Elizabeth R. & William J. Patterson Foundation.

Page 10 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        Edward H. McDermott


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    Not Applicable


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     USA





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        100 (1)


8.     SHARED VOTING POWER
        5,010,435 (2)


9.     SOLE DISPOSITIVE POWER
        100 (1)


10.     SHARED DISPOSITIVE POWER
          5,010,435 (2)


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       5,010,535


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       12.1%


14.     TYPE OF REPORTING PERSON

       IN


(1)

These shares are held in the Edward H. McDermott Individual Retirement Account, which is self directed.

(2)

These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of four controlling persons of SPO Advisory Corp.

Page 11 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        Phoebe Snow Foundation, Inc.


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    WC


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     California





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        72,800 (1)


8.     SHARED VOTING POWER
        – 0 –


9.     SOLE DISPOSITIVE POWER
        72,800 (1)


10.     SHARED DISPOSITIVE POWER
          – 0 –


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       72,800


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       0.2%


14.     TYPE OF REPORTING PERSON

       CO


(1)

Power is exercised through its controlling person, sole director and executive officer, John H. Scully.

Page 12 of 50 pages

CUSIP No. 573284106


1.     NAME OF REPORTING PERSON

        The Elizabeth R. & William J. Patterson Foundation


2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        (a)   [_]

        (b)   [X]


3.     SEC Use Only


4.     SOURCE OF FUNDS

    WC


5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  2(e) OR 2(f)  [_]


6.     CITIZENSHIP OR PLACE OF ORGANIZATION

     California





Number Of Shares
Beneficially Owned
By Each Reporting
Person With

7.     SOLE VOTING POWER
        6,100 (1)


8.     SHARED VOTING POWER
        – 0 –


9.     SOLE DISPOSITIVE POWER
        6,100 (1)


10.     SHARED DISPOSITIVE POWER
          – 0 –


11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       6,100


12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [_]


13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       **0.1%


14.     TYPE OF REPORTING PERSON

       CO


**

Denotes less than.

(1)

Power is exercised through its controlling persons, directors and executive officers, William J. Patterson and Elizabeth R. Patterson.

Page 13 of 50 pages

This Amendment No. 4 amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (“SEC”) on August 10, 2007 and as amended on September 28, 2007, October 29, 2007 and August 12, 2008. Unless otherwise stated herein, the Original 13D, as previously amended, remains in full force and effect. Terms used therein and not defined herein shall have the meanings ascribed thereto in the Original 13D.

ITEM 3.     Source and Amount of Funds or Other Consideration.

The source and amount of the funds used or to be used by the Reporting Persons to purchase Shares are as follows:

Name

Source of Funds

Amount of Funds

SPO

Contributions from Partners

 $571,182,073

SPO Advisory Partners

Not Applicable

Not Applicable

SFP

Contributions from Partners

   $22,073,783

SF Advisory Partners

Not Applicable

Not Applicable

SPO Advisory Corp.

Not Applicable

Not Applicable

JHS

Not Applicable and Personal Funds

        $156,420

WEO

Not Applicable and Personal Funds

        $399,273

WJP

Not Applicable and Personal Funds

          $12,572

EHM

Not Applicable and Personal Funds

            $7,902

PS Foundation

Contributions from Shareholders

     $8,944,381

Patterson Foundation

Contributions from Shareholders

        $672,387

     

(1)

As used herein, the term “Personal Funds” includes sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, holding, trading or voting Shares.

ITEM 5.     Interest in Securities of the Issuer.

(a)     Percentage interest calculations for each Reporting Person are based upon the Issuer having 41,375,200 total outstanding shares of common stock as reported on the Issuer’s 10-Q filed with the Securities and Exchange Commission on August 7, 2008.

SPO

The aggregate number of Shares that SPO owns beneficially, pursuant to Rule 13d-3 of the Act, is 4,828,235 Shares, which constitutes approximately 11.7% of the outstanding Shares.

SPO Advisory Partners

Because of its position as the sole general partner of SPO, SPO Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,828,235 Shares, which constitutes approximately 11.7% of the outstanding Shares.

SFP

The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 182,200 Shares, which constitutes approximately 0.4% of the outstanding Shares.

Page 14 of 50 pages

SF Advisory Partners

Because of its position as the sole general partner of SFP, SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 182,200 Shares, which constitutes approximately 0.4% of the outstanding Shares.

SPO Advisory Corp.

Because of its positions as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,010,435 Shares in the aggregate, which constitutes approximately 12.1% of the outstanding Shares.

JHS

Individually, and because of his positions as a control person of SPO Advisory Corp. and the controlling person, sole director and executive officer of PS Foundation, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,084,635 Shares, which constitutes approximately 12.3% of the outstanding Shares.

WEO

Individually, and because of his position as a control person of SPO Advisory Corp., WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,015,035 Shares in the aggregate, which constitutes approximately 12.1% of the outstanding Shares.

WJP

Individually, and because of his position as a control person of SPO Advisory Corp. and a controlling person, director and executive officer of Patterson Foundation, WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,016,635 Shares, which constitutes approximately 12.1% of the outstanding Shares.

EHM

Because of his position as a control person of SPO Advisory Corp., EHM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,010,535 Shares, which constitutes approximately 12.1% of the outstanding Shares.

PS Foundation

The aggregate number of Shares that PS Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 72,800 Shares, which constitutes approximately 0.2% of the outstanding Shares.

Patterson Foundation

The aggregate number of Shares that Patterson Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 6,100 Shares, which constitutes less than 0.1% of the outstanding Shares.

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 hereof is the beneficial owner of any Shares.

(b)     SPO

Acting through its sole general partner, SPO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,828,235 Shares.

Page 15 of 50 pages

SPO Advisory Partners

Acting through its sole general partner and in its capacity as the sole general partner of SPO, SPO Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,828,235 Shares.

SFP

Acting through its sole general partner, SFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 182,200 Shares.

SF Advisory Partners

Acting through its sole general partner and in its capacity as the sole general partner of SFP, SF Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 182,200 Shares.

SPO Advisory Corp.

Acting through its controlling persons and in its capacities as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,010,435 Shares in the aggregate.

JHS

As one of four controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS may be deemed to have shared power with WEO, WJP and EHM to vote or to direct the vote and to dispose or to direct the disposition of 5,010,435 Shares held by SPO and SFP in the aggregate. In addition, JHS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,400 Shares held in the John H. Scully Individual Retirement Accounts, which are self-directed individual retirement accounts, and 72,800 Shares held by PS Foundation, for which JHS is the controlling person, sole director and executive officer.

WEO

As one of four controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, WEO may be deemed to have shared power with JHS, WJP and EHM to vote or to direct the vote and to dispose or to direct the disposition of 5,010,435 Shares held by SPO and SFP in the aggregate. In addition, WEO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,600 Shares held in the William E. Oberndorf Individual Retirement Account, which is a self-directed individual retirement account.

WJP

As one of four controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, WJP may be deemed to have shared power with JHS, WEO and EHM to vote or to direct the vote and to dispose or to direct the disposition of 5,010,435 Shares held by SPO and SFP in the aggregate. WJP may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of 6,100 Shares held by Patterson Foundation. In addition, WJP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 100 Shares held in the William J. Patterson Individual Retirement Account, which is a self-directed individual retirement account.

EHM

As one of four controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EHM may be deemed to have shared power with JHS, WEO and WJP to vote or to direct the vote and to dispose or to direct the disposition of 5,010,435 Shares held by SPO and SFP in the aggregate. In addition, EHM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 100 Shares held in the Edward H. McDermott Individual Retirement Account, which is a self-directed individual retirement account.

Page 16 of 50 pages

PS Foundation

Acting through its controlling person, PS Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 72,800 Shares.

Patterson Foundation

Acting through its two controlling persons, directors and executive officers, Patterson Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,100 Shares.

(c)     Since the most recent filing on Schedule 13D, the Reporting Persons purchased Shares in open market transactions on the New York Stock Exchange as set forth on Schedule I attached hereto.

Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in Shares since the most recent filing on Schedule 13D.

(d)     Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, Shares owned by such Reporting Person.

(e)     Not applicable.

ITEM 7.     Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

Exhibit A:     Agreement pursuant to Rule 13d-1(k)

Exhibit B:     Power of Attorney (previously filed)

Page 17 of 50 pages

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: October 10, 2008

By:

/s/ Kim M. Silva

   

Kim M. Silva

   
 

Attorney-in-Fact for:

   
 

SPO PARTNERS II, L.P. (1)

 

SPO ADVISORY PARTNERS, L.P. (1)

 

SAN FRANCISCO PARTNERS II, L.P. (1)

 

SF ADVISORY PARTNERS, L.P. (1)

 

SPO ADVISORY CORP. (1)

 

JOHN H. SCULLY (1)

 

WILLIAM E. OBERNDORF (1)

 

WILLIAM J. PATTERSON (1)

 

EDWARD H. MCDERMOTT (1)

 

PHOEBE SNOW FOUNDATION, INC. (1)

 

THE ELIZABETH R. & WILLIAM J. PATTERSON FOUNDATION (1)

   
 

(1)  A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.

   

Page 18 of 50 pages

SCHEDULE I TO
SCHEDULE 13D FOR SPO ADVISORY CORP.

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

SPO Partners II, L.P.

10/07/08

Buy

757

78.15

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

283

78.17

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

1,229

78.21

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

378

78.22

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

473

78.23

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

2,122

78.25

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

1,135

78.26

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

378

78.27

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

850

78.29

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

473

78.31

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

283

78.33

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

95

78.34

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

95

78.38

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

283

78.39

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

5,390

78.40

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

7,755

78.45

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

5,107

78.49

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

13,576

78.50

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

95

78.94

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

95

78.95

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

95

78.96

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

378

78.97

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

3,641

78.98

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

2,540

79.00

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

8,491

79.01

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

946

79.02

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

1,595

79.03

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

4,823

79.04

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

9,835

79.05

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

4,930

79.06

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

4,374

79.07

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

1,135

79.08

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

3,490

79.09

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

1,608

79.10

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

24,408

79.11

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

5,421

79.12

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

3,121

79.13

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

1,513

79.14

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

12,483

79.15

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

7,565

79.16

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

6,714

79.17

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

3,310

79.18

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

5,296

79.19

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

12,929

79.20

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

5,677

79.21

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

1,939

79.22

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

5,201

79.23

Open Market/Broker

Page 19 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

SPO Partners II, L.P.

10/07/08

Buy

3,404

79.24

Open Market/Broker

SPO Partners II, L.P.

10/07/08

Buy

42,086

79.25

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

25

78.15

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

10

78.17

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

41

78.21

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

13

78.22

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

16

78.23

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

71

78.25

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

38

78.26

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

13

78.27

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

29

78.29

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

16

78.31

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

10

78.33

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

3

78.34

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

3

78.38

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

10

78.39

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

181

78.40

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

260

78.45

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

171

78.49

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

455

78.50

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

3

78.94

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

3

78.95

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

3

78.96

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

13

78.97

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

122

78.98

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

85

79.00

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

285

79.01

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

32

79.02

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

53

79.03

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

162

79.04

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

330

79.05

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

165

79.06

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

147

79.07

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

38

79.08

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

117

79.09

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

54

79.10

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

818

79.11

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

181

79.12

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

104

79.13

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

50

79.14

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

418

79.15

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

253

79.16

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

225

79.17

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

111

79.18

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

177

79.19

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

433

79.20

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

190

79.21

Open Market/Broker

Page 20 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

San Francisco Partners II, L.P.

10/07/08

Buy

65

79.22

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

174

79.23

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

114

79.24

Open Market/Broker

San Francisco Partners II, L.P.

10/07/08

Buy

1,410

79.25

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

11

78.15

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

4

78.17

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

17

78.21

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

6

78.22

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

7

78.23

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

30

78.25

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

17

78.26

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

6

78.27

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

12

78.29

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

7

78.31

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

4

78.33

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

1

78.34

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

1

78.38

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

4

78.39

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

75

78.40

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

108

78.45

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

71

78.49

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

189

78.50

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

1

78.94

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

1

78.95

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

1

78.96

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

5

78.97

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

51

78.98

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

35

79.00

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

118

79.01

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

13

79.02

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

22

79.03

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

67

79.04

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

137

79.05

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

69

79.06

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

61

79.07

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

16

79.08

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

49

79.09

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

22

79.10

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

340

79.11

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

75

79.12

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

43

79.13

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

21

79.14

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

174

79.15

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

105

79.16

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

93

79.17

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

46

79.18

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

74

79.19

Open Market/Broker

Page 21 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

Phoebe Snow Foundation, Inc.

10/07/08

Buy

180

79.20

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

79

79.21

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

27

79.22

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

72

79.23

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

47

79.24

Open Market/Broker

Phoebe Snow Foundation, Inc.

10/07/08

Buy

586

79.25

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

2

78.15

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.17

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

4

78.21

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.22

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.23

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

6

78.25

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

3

78.26

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.27

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

3

78.29

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.31

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.33

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.39

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

16

78.40

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

24

78.45

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

16

78.49

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

41

78.50

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

1

78.97

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

11

78.98

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

8

79.00

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

26

79.01

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

3

79.02

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

6

79.03

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

15

79.04

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

29

79.05

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

15

79.06

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

13

79.07

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

4

79.08

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

10

79.09

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

5

79.10

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

74

79.11

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

17

79.12

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

10

79.13

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

5

79.14

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

38

79.15

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

24

79.16

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

21

79.17

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

10

79.18

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

16

79.19

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

40

79.20

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

17

79.21

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

6

79.22

Open Market/Broker

Page 22 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

16

79.23

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

10

79.24

Open Market/Broker

The Elizabeth R. and William J. Patterson Foundation

10/07/08

Buy

128

79.25

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

78.15

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

78.21

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

2

78.25

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

78.26

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

78.29

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

5

78.40

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

7

78.45

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

4

78.49

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

12

78.50

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

3

78.98

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

2

79.00

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

7

79.01

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

79.02

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

79.03

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

4

79.04

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

9

79.05

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

4

79.06

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

4

79.07

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

79.08

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

3

79.09

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

79.10

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

21

79.11

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

5

79.12

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

3

79.13

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

1

79.14

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

11

79.15

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

7

79.16

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

6

79.17

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

3

79.18

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

5

79.19

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

11

79.20

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

6

79.21

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

2

79.22

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

5

79.23

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

3

79.24

Open Market/Broker

John H. Scully IRRA

10/07/08

Buy

37

79.25

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

4

78.15

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

2

78.17

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

7

78.21

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

2

78.22

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

3

78.23

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

12

78.25

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

6

78.26

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

2

78.27

Open Market/Broker

Page 23 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

William E. Oberndorf IRA

10/07/08

Buy

5

78.29

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

3

78.31

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

2

78.33

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

1

78.34

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

1

78.38

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

2

78.39

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

31

78.40

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

43

78.45

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

29

78.49

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

77

78.50

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

1

78.94

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

1

78.95

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

1

78.96

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

3

78.97

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

20

78.98

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

15

79.00

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

48

79.01

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

5

79.02

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

9

79.03

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

27

79.04

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

56

79.05

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

28

79.06

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

24

79.07

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

6

79.08

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

19

79.09

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

9

79.10

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

136

79.11

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

31

79.12

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

18

79.13

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

9

79.14

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

71

79.15

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

43

79.16

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

38

79.17

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

19

79.18

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

30

79.19

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

73

79.20

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

32

79.21

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

10

79.22

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

29

79.23

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

19

79.24

Open Market/Broker

William E. Oberndorf IRA

10/07/08

Buy

238

79.25

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

78.21

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

78.25

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

78.40

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

3

78.45

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

78.49

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

6

78.50

Open Market/Broker

Page 24 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

Edward H. McDermott SEP IRA

10/07/08

Buy

2

78.98

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

79.00

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

4

79.01

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

79.03

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

79.04

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

4

79.05

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

79.06

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

79.07

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

79.09

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

79.10

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

13

79.11

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

79.12

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

79.13

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

79.14

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

5

79.15

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

3

79.16

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

3

79.17

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

79.18

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

79.19

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

6

79.20

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

2

79.21

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

1

79.22

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

3

79.23

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

3

79.24

Open Market/Broker

Edward H. McDermott SEP IRA

10/07/08

Buy

18

79.25

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

75.81

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

75.82

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

75.83

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

75.84

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

75.85

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

75.86

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

75.87

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

76.00

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

76.16

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

3,336

76.17

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

76.18

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

4,766

76.52

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

858

76.53

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

76.56

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

76.57

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

76.58

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,620

76.59

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

76.61

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

93

76.62

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

495

76.65

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

76.66

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

76.68

Open Market/Broker

Page 25 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

SPO Partners II, L.P.

10/08/08

Buy

667

76.69

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

3,527

76.70

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

667

76.71

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

76.72

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

76.73

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

76.74

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

362

76.75

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

76.76

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

76.77

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,622

76.78

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

294

76.79

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

76.80

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

76.81

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,334

76.82

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,716

76.83

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

76.84

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

76.85

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,524

76.86

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

76.87

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

572

76.88

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

76.89

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,811

76.90

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

381

76.91

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

76.92

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,344

76.93

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

847

76.94

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

485

76.95

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,238

76.96

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,478

76.97

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,998

76.98

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

4,160

76.99

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

24,664

77.00

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

858

78.34

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,669

78.36

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

78.37

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

78.46

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

78.47

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

78.48

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

78.83

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

78.84

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,859

78.89

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

78.91

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

381

78.93

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

78.94

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

78.95

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

78.96

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

3,050

78.97

Open Market/Broker

Page 26 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

SPO Partners II, L.P.

10/08/08

Buy

1,906

78.98

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

78.99

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

11,626

79.00

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.25

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

80.26

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.29

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

380

80.30

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.31

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.32

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

315

80.34

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.35

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.36

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.38

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

214

80.39

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.40

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

80.41

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.42

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.43

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

381

80.44

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.45

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.46

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.48

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.50

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.51

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.52

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

49

80.53

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.54

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.59

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

381

80.60

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.61

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.62

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.63

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.64

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.65

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.67

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,144

80.68

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

80.69

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.70

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

4,766

80.71

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.72

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.73

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.75

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.76

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

572

80.77

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

548

80.78

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

80.79

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

572

80.80

Open Market/Broker

Page 27 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

SPO Partners II, L.P.

10/08/08

Buy

763

80.81

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.82

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

80.83

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.84

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

80.85

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,716

80.86

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.87

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

572

80.88

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

80.89

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

80.90

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

572

80.91

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

80.92

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,049

80.93

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,620

80.94

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,049

80.95

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,191

80.96

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

80.97

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

3,432

80.98

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,620

80.99

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

9,865

81.00

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

81.01

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

858

81.02

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

81.03

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

667

81.04

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

572

81.05

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.06

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.07

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.08

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

81.09

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

81.10

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,144

81.11

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

572

81.13

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

81.14

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.15

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

381

81.17

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.18

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

81.19

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

81.22

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

196

81.23

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.26

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.27

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

667

81.28

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

81.29

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

920

81.30

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

81.31

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.32

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

81.33

Open Market/Broker

Page 28 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

SPO Partners II, L.P.

10/08/08

Buy

191

81.34

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

667

81.35

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

81.36

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

81.37

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,574

81.38

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,049

81.39

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

622

81.40

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

81.41

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,239

81.42

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

81.43

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

81.44

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,525

81.45

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,144

81.46

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,809

81.47

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

3,050

81.48

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

4,194

81.49

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

12,773

81.50

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

81.51

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

191

81.52

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

81.53

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

667

81.54

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

81.55

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,144

81.56

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,669

81.57

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,002

81.58

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,002

81.59

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

3,325

81.60

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,430

81.61

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

2,034

81.62

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

286

81.63

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

95

81.64

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

3,146

81.65

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

560

81.66

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,620

81.67

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,334

81.68

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

81.69

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

5,826

81.70

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

953

81.71

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,150

81.72

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,334

81.73

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,525

81.74

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

4,099

81.75

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,716

81.76

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

763

81.77

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

477

81.78

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

1,334

81.79

Open Market/Broker

SPO Partners II, L.P.

10/08/08

Buy

6,455

81.80

Open Market/Broker

Page 29 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

San Francisco Partners II, L.P.

10/08/08

Buy

5

75.81

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

75.82

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

75.83

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

75.84

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

75.85

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

13

75.86

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

75.87

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

20

76.00

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

76.16

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

91

76.17

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

21

76.18

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

129

76.52

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

23

76.53

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

76.56

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

76.57

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

76.58

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

43

76.59

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

76.61

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

76.62

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

14

76.65

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

76.66

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

21

76.68

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

18

76.69

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

96

76.70

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

18

76.71

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

76.72

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

76.73

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

13

76.74

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

10

76.75

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

26

76.76

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

13

76.77

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

44

76.78

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

76.79

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

76.80

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

76.81

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

35

76.82

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

47

76.83

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

76.84

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

13

76.85

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

42

76.86

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

76.87

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

16

76.88

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

76.89

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

49

76.90

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

10

76.91

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

26

76.92

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

37

76.93

Open Market/Broker

Page 30 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

San Francisco Partners II, L.P.

10/08/08

Buy

23

76.94

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

13

76.95

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

34

76.96

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

68

76.97

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

54

76.98

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

113

76.99

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

673

77.00

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

23

78.34

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

73

78.36

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

26

78.37

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

78.46

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

78.47

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

78.48

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

78.83

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

78.84

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

51

78.89

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

21

78.91

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

10

78.93

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

78.94

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

78.95

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

78.96

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

82

78.97

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

52

78.98

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

78.99

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

317

79.00

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

80.25

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

13

80.26

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.29

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

10

80.30

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

80.31

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

80.32

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

9

80.34

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

80.35

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

80.36

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.38

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

6

80.39

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

80.40

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

13

80.41

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.42

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

8

80.43

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

10

80.44

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.45

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.46

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.48

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.50

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

5

80.51

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.52

Open Market/Broker

Page 31 of 50 pages

Reporting Person

Date of Transaction

Type

Number of
Shares

Price Per
Share ($)

Where/How
Transaction
Effected

San Francisco Partners II, L.P.

10/08/08

Buy

1

80.53

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.54

Open Market/Broker

San Francisco Partners II, L.P.

10/08/08

Buy

3

80.59