Common use of Amendment with Consent of Holders Clause in Contracts

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Senior Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Senior Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersSecurity, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate SPC Units or only the Treasury SPC Units, then only Holders of the affected class of Equity Units Holders( as of the record date date, if any) for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, provided that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate PEPS Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Applicable Ownership Interest in Pledged Senior Deferrable Notes, as the Treasury Portfolio case may be, or the rights of Holders of Treasury PEPS Units to substitute Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio Senior Deferrable Notes, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate PEPS Units or only the Treasury PEPS Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Senior Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Senior Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, provided that no such supplemental agreement amendment shall, as to any Holder of an Outstanding Unit adversely affected thereby, without the consent of the Holder of each Outstanding Equity Unit adversely affected therebysuch Holder, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsNew Securities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit New Security adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts New Security (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit New Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit New Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Purchase Contracts Debentures and all other series of Debt Securities affected at the time Outstanding, voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Company and the Securities Intermediary Trustee, at any time and from time to time, may modify or amend this Agreement for the purpose of modifying in any manner Indenture and the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsDebentures; provided, however, that no such modification or amendment shall be effective until the Holder of each Debenture affected at the time Outstanding shall have consented to such modification or amendment, if such modification or amendment shall: (i) change the Stated Maturity of the principal of, or any installment of principal or interest on, any Debenture; (ii) reduce the principal amount of, premium, if any, or the rate of interest on, any Debenture; (iii) change the place of payment where the Debentures or any premium or interest thereon is payable; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to the Debentures; (v) reduce the above-stated percentage in principal amount of Debentures, the Holders of which are required to modify or amend the Indenture, to consent to any waiver thereunder or to approve any supplemental agreement shallindenture; (vi) change any obligation of the Company to maintain an office or agency in the places and for the purposes required by the Indenture; or (vii) modify any of the above provisions; provided, without further, that if the Debentures are held by the Property Trustee, no such modification or amendment shall be effective until the holders of not less than 66 2/3% of the aggregate liquidation amount of the Trust Securities shall have consented to such modification or amendment; provided, further, that where the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right more than 66 2/3% of the Holder aggregate principal amount of any Equity Unit the Debentures is required pursuant to receive distributions on Section 9.02 of the related Collateral Base Indenture, no such modification or otherwise adversely affect amendment shall be effective until the Holder’s rights holders of at least the same proportion in or aggregate liquidation amount of the Trust Securities shall have consented to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such modification or amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersSecurity, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate SPC Units or only the Treasury SPC Units, then only Holders of the affected class of Equity Units Holders( as of the record date date, if any) for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in number of the outstanding Purchase Contracts voting together as one classCommon Equity Units at the time Outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Stock Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Common Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Common Equity Unit adversely affected thereby,Unit: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Common Equity Unit (except for the rights of Holders of Corporate Normal Common Equity Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or the rights of Holders of Treasury Stripped Common Equity Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Common Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Common Equity Unit affected thereby pursuant to the Stock Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Stock Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts Common Equity Units the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Normal Common Equity Units or only the Treasury Stripped Common Equity Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further that the unanimous consent of the Holders of each Outstanding Common Equity Unit of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Purchase Contracts Debentures and all other series of Debt Securities affected at the time Outstanding, voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Company and the Securities Intermediary Trustee, at any time and from time to time, may modify or amend this Agreement for the purpose of modifying in any manner Indenture and the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsDebentures; provided, however, that no such modification or amendment shall be effective until the Holder of each Debenture affected at the time Outstanding shall have consented to such modification or amendment, if such modification or amendment shall: (i) change the Stated Maturity of the principal of, or any installment of principal or interest on, any Debenture; (ii) reduce the principal amount of, premium, if any, or the rate of interest on, any Debenture; (iii) impair the right to institute suit for the enforcement of any such payment on or with respect to the Debentures; (iv) reduce the above-stated percentage in principal amount of Debentures, the Holders of which are required to modify or amend the Indenture, to consent to any waiver thereunder or to approve any supplemental agreement shallindenture; (v) modify any of the above provisions; provided, without further, that if the Debentures are held by the Trust or the Property Trustee of the Trust no such modification or amendment shall be effective until the holders of at least a majority of the aggregate liquidation amount of the Preferred Securities of the Trust shall have consented to such modification or amendment; provided, further, that where the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less more than a majority of the aggregate principal amount of the Debentures is required pursuant to Section 9.02 of the Base Indenture, no such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it modification or amendment shall be sufficient if effective until the holders of at least the same proportion in aggregate liquidation amount of the Preferred Securities of the Trust shall have consented to such Act shall approve the substance thereofmodification or amendment.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the outstanding Purchase Contracts voting together as one classOutstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Company, Company and the Purchase Contract Agent or the Collateral Agent, as the case may beTrustee, the Company, the Purchase Contract Agentwhen authorized by a Board Resolution, the Collateral Agent, the Custodial Agent and the Securities Intermediary Trustee may amend this Agreement enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsNotes under this Indenture; provided, however, that no such supplemental agreement indenture shall, without the consent of the Holder of each Outstanding Equity Unit adversely Note affected thereby, (a1) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the type rate of Collateral required to be Pledged to secure a Holder’s Obligations under interest thereon or any premium payable upon the Purchase Contracts (except for redemption thereof, or change the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests coin or currency in Debentures which any Note or the Applicable Ownership Interest in the Treasury Portfolio any premium or the rights of Holders of Treasury Units to substitute Debentures interest thereon is payable or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of to institute suit for the Holder enforcement of any Equity Unit to receive distributions such payment on or after the related Collateral Stated Maturity thereof (or, in the case of redemption, on or otherwise adversely affect after the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; Redemption Date), or (d2) reduce the percentage in principal amount of the outstanding Purchase Contracts Outstanding Notes, the consent of whose Holders is required for any such amendment; supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 413, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby, provided, however, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal this clause shall not be effective except with deemed to require the consent of Holders any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of not less than a majority this proviso, in accordance with the requirements of such classSections 511 and 801(4). It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the appropriate Treasury Consideration or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure represented by a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Senior Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Senior Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral represented thereby or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units (with the Equity Security Units and Stripped Units voting together as one class), by Act of said such Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the CompanyCompany (when duly authorized by a Board Resolution), the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Security Units or Stripped Units; provided, however, that no such supplemental agreement amendment shall, without the consent of the Holder of each Equity Security Unit and Stripped Unit affected thereby (in addition to the consent of the holders of at least a majority of the Outstanding Units, with the Equity Unit adversely affected therebySecurity Units and Stripped Units voting together as one class), (ai) change the amount or the type of Collateral required to be Pledged to secure underlying an Equity Security Unit or a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersStripped Unit, impair the right of the Holder of any Equity Unit Security Units or Stripped Units to receive distributions on the related Collateral underlying Collateral, or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Security Unit and Stripped Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental amendment thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts Equity Security Units and Stripped Units the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; (c) reduce the amount payable or distributable to Holders upon the remarketing of Notes; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Section 9.2 Article IX to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, howeverPROVIDED, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected therebyby it, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Debentures, or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby by such action pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoto it; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose the Holders of which is required for any such amendment; providedPROVIDED, that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; and PROVIDED FURTHER, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) - (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 Article to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereofof the amendment.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Security Units or Stripped Equity Security Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts underlying an Equity Security Unit or Stripped Equity Security Unit (except for the rights of Holders holders of Corporate Equity Security Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes or the rights of Holders of Treasury Stripped Equity Security Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Security Unit or Stripped Equity Security Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Stock Purchase Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or [Subordinated] Notes, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Stock Purchase Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio [Subordinated] Notes, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Stock Purchase Units or only the Treasury Stock Purchase Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersSecurity, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate PEPS Units or only the Treasury PEPS Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsPIES; providedPROVIDED, howeverHOWEVER, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit PIES adversely affected thereby, other than as expressly contemplated by the Agreement, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersPIES, impair the right of the Holder of any Equity Unit PIES to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit PIES affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, PROVIDED that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or only the Treasury UnitsPIES after PIES of such class are created and remain Outstanding, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; PROVIDED, FURTHER, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Outstand- ing Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including, without limitation, the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Senior Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Senior Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Purchase Contracts Notes at the time Outstanding (voting together as one a single class, by Act of said Holders delivered to the Company), the Purchase Contract Agent Company and the Trustee may amend or modify this Indenture or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shallNotes. However, without the consent of each Holder affected, an amendment to, or modification of, this Indenture or the Holder of each Outstanding Equity Unit adversely affected thereby,Notes may not: (a) reduce the principal amount of or change the amount or the type Stated Maturity of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities)any Note; (b) unless such change is not adverse to reduce the Holders, impair rate or extend the right time for payment of the Holder of interest on any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such CollateralNote; (c) otherwise effect make any action change that would adversely affects the right to require the Company to repurchase a Note, reduce any amount payable upon repurchase of any Note or change the time at which or circumstances under which the Notes may or shall be repurchased; (d) adversely change the terms upon which the Notes may be redeemed; (e) impair the right to receive payment with respect to the Notes or the right to institute suit for the enforcement of any payment with respect to, or conversion of, any Note; (f) change the currency in which any Note is payable; (g) impair the right of a Holder to convert any Note in accordance with its terms or reduce the number of shares of Common Stock or amount of any other property receivable upon conversion; (h) reduce the quorum or voting requirements under this Indenture; (i) change the Company's obligation to maintain an office or agency in the places and for the purposes specified in this Indenture; (j) amend or modify any provision of this Indenture relating to amendment or modification or waiver of provisions of this Indenture that themselves may not be amended without the consent of the each Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoaffected; or (dk) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is Notes required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such any amendment or proposal, and such amendment or proposal shall not be effective except with the consent modification of Holders of not less than a majority of such classthis Indenture. It shall not be necessary for any Act the consent of the Holders under this Section 9.2 9.3 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve consent approves the substance thereof. After an amendment under this Section 9.3 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.3.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Type A Securities to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Debt Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Type B Securities to substitute Debentures Debt Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units PIES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Preferred Stock or the rights of Holders of Treasury Units PIES to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Shares of Preferred Stock for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or only the Treasury UnitsPIES, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) - (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, provided that no such supplemental agreement amendment shall, as to any Holder of an Outstanding Unit affected thereby, without the consent of the Holder of each Outstanding Equity Unit adversely affected therebysuch Holder, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Normal Units and Stripped Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Normal Units and Stripped Units adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Normal Unit or Stripped Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Normal Units or Stripped Units to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Normal Units or Stripped Units affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classWarrants at the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Warrant Agent, the Securities Intermediary, the Collateral Agent and the Custodial Agent, as the case may be, the Company, the Purchase Contract Warrant Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement amendment shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Equity Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes, or the rights of Holders of Treasury Equity Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Warrant Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts Warrants the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment referred to above would adversely affect only the Corporate Equity Units or only the Treasury Equity Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalamendment, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Warrant of such class affected thereby shall be required to approve any amendment specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsPIES; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit PIES adversely affected thereby, other than as expressly contemplated by the Agreement, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersPIES, impair the right of the Holder of any Equity Unit PIES to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit PIES affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or only the Treasury UnitsPIES after PIES of such class are created and remain Outstanding, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Capital Securities or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Capital Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Stock Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Stock Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsMCAPS; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit MCAPS adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts MCAPS (except for the rights of Holders holders of Corporate Units Normal MCAPS to substitute the Qualifying Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or the rights of Holders of Treasury Units MCAPS to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit MCAPS to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit MCAPS affected thereby pursuant to the Stock Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Stock Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Stock Purchase Contracts the consent of whose Holders is required for any such amendment; provided, the modification or amendment of the provisions of this Agreement; (d) provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units Normal MCAPS or only the Treasury UnitsMCAPS, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further that the unanimous consent of the Holders of each outstanding Stock Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Senior Notes and the related Senior Notes or the Applicable Ownership Interest Interests in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Applicable Ownership Interests in Senior Notes and the related Senior Notes or the Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Normal Units or only the Treasury Stripped Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; providedPROVIDED, howeverHOWEVER, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby,: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; (c) reduce the amount payable or distributable to Holders upon the remarketing of Notes; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Section 9.2 Article IX to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, , the Custodial Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PACS to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest (as specified in clause (A) of such term) of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PACS to substitute Debentures Notes or the Applicable Ownership Interest (as specified in clause (A) of such term) of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units Income PACS or only the Treasury UnitsGrowth PACS, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. DB1/ 112040219.3 It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental sup plemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Capital Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Capital Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. Section 902 of the Base Indenture shall be supplemented and amended by this Section 2.11(b). With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Purchase Contracts Debentures and all other series of Debt Securities affected at the time Outstanding, voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Company and the Securities Intermediary Trustee, at any time and from time to time, may amend this Agreement for the purpose of modifying in any manner Indenture and the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsDebentures; provided, however, no such modification or amendment shall be effective until the Holder of each Debenture affected at the time Outstanding shall have consented to such modification or amendment, if such modification or amendment shall: (i) change the Stated Maturity of the principal of, or the time of payment of any installment of interest on, any Debenture; (ii) reduce the principal amount of, or the rate of interest on, any Debenture; (iii) change the place of payment where the Debentures or any interest thereon is payable; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to the Debentures; (v) reduce the above-stated percentage of principal amount of Debentures, the Holders of which are required to modify or amend the Indenture, to consent to any waiver thereunder or to approve any supplemental indenture; (vi) change any obligation of the Company to maintain an office or agency in the place and for the purposes required by the Indenture; or (vii) modify any of the above provisions; and provided, further, that no such supplemental agreement shallmodification or amendment shall be effective until the holders of not less than 66-2/3% of the aggregate stated liquidation amount of the Trust Securities shall have consented to such modification or amendment; and provided, without further, that where the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority 66-2/3% of the aggregate principal amount of the Debentures is required pursuant to Section 902 of the Base Indenture, no such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it modification or amendment shall be sufficient if effective until the holders of at least the same proportion in aggregate stated liquidation amount of the Trust Securities shall have consented to such Act shall approve the substance thereofmodification or amendment.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Capital Securities or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Capital Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsNew Securities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit New Security adversely affected thereby, , (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts New Security (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit New Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; ; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit New Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including, without limitation, the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Subordinated Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Subordinated Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when authorized by or pursuant to a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights right of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Senior Notes or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders the holders of Treasury Units to substitute Debentures Senior Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit outstanding Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; (c) reduce the amount payable or distributable to Holders upon the remarketing of Senior Notes; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority or each of such the affected Holders, as applicable, of the relevant class. It shall not be necessary for any Act of Holders under this Section 9.2 Article 9 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, provided that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.. Table of Contents

Amendment with Consent of Holders. Section 902 of the Base Indenture shall be supplemented and amended by this Section 2.11(b). With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Purchase Contracts Debentures and all other series of Debt Securities affected at the time Outstanding, voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Company and the Securities Intermediary Trustee, at any time and from time to time, may amend this Agreement for the purpose of modifying in any manner Indenture and the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsDebentures; provided, however, that no such modification or amendment shall be effective until the Holder of each Debenture affected at the time Outstanding shall have consented to such modification or amendment, if such modification or amendment shall: (i) change the Stated Maturity of the principal of, or the time of payment of any installment of interest on, any Debenture; (ii) reduce the principal amount of, or the rate of interest on, any Debenture; (iii) change the place of payment where the Debentures or any interest thereon is payable or the currency in which it is payable; (iv) change the transfer restrictions on the Debentures to allow the Warrants to be transferred separately; (v) impair the right to institute suit for the enforcement of any such payment on or with respect to the Debentures; (vi) reduce the above-stated percentage of principal amount of Debentures, the Holders of which are required to modify or amend the Indenture, to consent to any waiver thereunder or to approve any supplemental agreement shallindenture; (vii) release the Company from any of its obligations under the Guarantee or the Indenture, except in accordance with the Indenture; (viii) change any obligation of the Company to maintain an office or agency in the place and for the purposes required by the Indenture; or (ix) modify any of the above provisions except (a) to increase the percentage in principal amount of outstanding Debentures necessary for such actions or (b) to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder Holders; and provided, further, that no such modification or amendment shall be effective until the holders of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right less than 66-2/3% of the Holder aggregate stated liquidation amount of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or Trust Securities shall have consented to such Collateral; (c) otherwise effect any action modification or amendment; and provided, further, that would require where the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority 66-2/3% of the aggregate principal amount of the Debentures is required pursuant to Section 902 of the Base Indenture, no such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it modification or amendment shall be sufficient if effective until the holders of at least the same proportion in aggregate stated liquidation amount of the Trust Securities shall have consented to such Act shall approve the substance thereofmodification or amendment.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the appropriate Treasury Consideration or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or or (d) reduce iiireduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With The Indenture and the Notes may be amended with the written consent of the Holders of a majority in principal amount of the Notes then Outstanding and any past default or compliance with any provisions of the Indenture may be waived with the consent of the Holders of not less than a majority in principal amount of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent Notes then Outstanding (including consents obtained in connection with a tender offer or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement exchange for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shallNotes). However, without the consent of the each Holder of each Outstanding Equity Unit adversely affected thereby,affected, an amendment may not: (a) change reduce the amount or the type of Collateral required Notes whose Holders must consent to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities);an amendment, (b) unless such change is not adverse to reduce the Holders, impair rate of or extend the right time for payment of the Holder of interest on any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;Note, (c) otherwise effect reduce the principal of or extend the Stated Maturity of any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; orNote, (d) reduce the percentage premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under Section 5 of the outstanding Purchase Contracts the consent form of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders reverse of Note described in Section 2.02(b) of the affected class of Equity Units as Second Supplemental Indenture, (e) make any Note payable in money other than that stated in the Note, (f) make any change to Article 13 of the record date Indenture or Article 5 of the Second Supplemental Indenture that adversely affects the rights of any Holder, (g) impair the right of any Holder to receive payment of principal of, and interest on, such Holder’s Notes on or after the due dates therefor or institute suit for the Holders entitled to vote thereon will be entitled to vote enforcement of any payment on or consent with respect to such amendment Holder’s Notes, (h) make any change in this Article 8 which requires each Holder’s consent or proposal, and such amendment or proposal shall not be effective except with in the consent of Holders of not less than a majority of such classwaiver provisions or (i) modify any Subsidiary Guarantee in any manner materially adverse to the Holders. It shall not be necessary for any Act the consent of the Holders under this Section 9.2 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve consent approves the substance thereof. An amendment under this Section 8.02 may not make any change that adversely affects the rights under Article 13 of the Indenture or Article 5 of the Second Supplemental Indenture of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 8.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. DB1/ 116050876.5 It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of ---------------------------------- the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Debentures Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; (c) reduce the amount payable or distributable to Holders upon the remarketing of Notes; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Section 9.2 Article 9 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the CompanyTECO, the Purchase Contract Agent or the Collateral Agent, as the case may be, the CompanyTECO, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Trust Preferred Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, howeverPROVIDED, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected therebyby it, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Debentures, or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s Holder s rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby by such action pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoto it; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose the Holders of which is required for any such amendment; providedPROVIDED, that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; and PROVIDED FURTHER, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) - (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 Article to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereofof the amendment.

Amendment with Consent of Holders. With the consent of the --------------------------------- Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when authorized by or pursuant to a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersSecurity, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; (c) reduce the amount payable or distributable to Holders upon the remarketing of Senior Notes; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority or each of such the affected Holders, as applicable, of the relevant class. It shall not be necessary for any Act of Holders under this Section 9.2 Article 9 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Units adversely affected thereby, other than as expressly contemplated by the Agreement, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersUnits, impair the right of the Holder of any Equity Unit Units to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Units affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury UnitsUnits after Units of such class are created and remain Outstanding, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsIncome PRIDES and Growth PRIDES; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Income PRIDES and Growth PRIDES adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts underlying an Income PRIDES or Growth PRIDES (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Preferred Shares, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Preferred Shares for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Income PRIDES or Growth PRIDES to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Income PRIDES or Growth PRIDES affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Trust Preferred Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve prove the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise materially adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Section 9.2 Article IX to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Forward Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Company, the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsIncome PRIDES and Growth PRIDES; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Income PRIDES and Growth PRIDES adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts underlying an Income PRIDES or Growth PRIDES (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Stock (or the Applicable Ownership Interest in the Treasury Pledged Portfolio Interests), or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Preferred Stock (or the Applicable Ownership Interest Interests (as specified in clause (A) of the definition of such term) in the Treasury Portfolio Interests, as applicable) for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Income PRIDES or Growth PRIDES to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Income PRIDES or Growth PRIDES affected thereby pursuant to the Forward Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any such amendment; provided, amendment provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; and provided, further, that the unanimous consent of the Holders of each outstanding Forward Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (i) through (iii) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Notwithstanding anything to contrary contained herein, Sections 4.4(b) and 4.6(a) may not be amended without prior approval of the Board of Governors of the Federal Reserve System.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Capital Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Capital Securities or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Forward Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsDECS; provided, however, that no such supplemental amendment agreement shall, without the consent of the Holder of each Outstanding Equity Unit DECS adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts DECS (except for the rights of Holders holders of Corporate Units Upper DECS to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Stripped DECS to substitute Debentures Notes or the appropriate Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit DECS to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit DECS affected thereby pursuant to the Forward Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, provided that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby, (a) change any payment date; or (b) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (Security, except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Debentures Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities);; or (bc) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Securities to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) change the place or currency of payment or reduce any contract adjustment payments or deferred contract adjustment payments; or (e) reduce the above-stated percentage of the outstanding Purchase Contracts the consent of whose Holders of which is required for the modification or amendment of the provisions of this Agreement. If any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Section 9.2 Article IX to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsIncome PRIDES and Growth PRIDES; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Income PRIDES and Growth PRIDES adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts underlying an Income PRIDES or Growth PRIDES (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Senior Notes (or the Applicable Ownership Interest in the Treasury Pledged Portfolio Interests), or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Senior Notes (or the Applicable Ownership Interest in the Treasury Portfolio Interests) for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Income PRIDES or Growth PRIDES to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Income PRIDES or Growth PRIDES affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classWarrants at the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Warrant Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Warrant Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure represented by a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Senior Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Senior Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral represented thereby or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Warrant Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Warrant Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts Warrants the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Warrant of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby,, DB1/ 151940842.4 (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in Stated Amount of the outstanding Purchase Contracts voting together as one classEquity Units at the time Outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,Units: (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under underlying the Purchase Contracts Equity Units (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Debentures, as applicable, for the Pledged Treasury SecuritiesSecurities or the pledging of the Pledged Treasury Portfolio as Collateral); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Units to receive distributions on the related underlying Collateral or otherwise materially and adversely affect the Holder’s rights in or to such Collateral; (c) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (db) reduce the percentage of the outstanding Purchase Contracts Equity Units the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority in the Stated Amount of such class. It ; provided, further, that the unanimous consent of the Holders of each Outstanding Equity Unit of such class affected thereby shall not be necessary for any Act of Holders under this Section 9.2 required to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereofamendment or proposal specified in clauses (a) through (b) above.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Trust Preferred Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, provided that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority 66-2/3% of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or the rights of Holders holders of Treasury Units Growth PRIDES to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; or (4) materially and adversely alter the rights of the holders of Preferred Securities; provided, that if any such supplemental amendment or proposed referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon holder will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.proposed

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersSecurity, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, ; (4) provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Stock Purchase Units or only the Treasury Stock Purchase Units, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. ; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. (5) It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Type A Securities to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Type B Securities to substitute Debentures Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersSecurity, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or only the Treasury UnitsPIES, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes, or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Income Equity Units to substitute the Treasury Securities for the Pledged Notes or the Pledged Applicable Ownership Interests in Debentures or Interest, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Growth Equity Units to substitute Debentures Notes or the Applicable Ownership Interest (as specified in clause (A) of such term) of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Income Equity Units or only the Treasury Growth Equity Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; providedPROVIDED, howeverHOWEVER, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units PIES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Shares or the rights of Holders of Treasury Units PIES to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Shares for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, PROVIDED that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or only the Treasury UnitsPIES, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; PROVIDED that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) - (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts at the time outstanding voting together as one class, by Act of said Holders delivered to the Company, the Forward Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units or Stripped Units; provided, however, that no such supplemental amendment agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except as provided in Section 9.1(v)) for the rights of Holders holders of Corporate Equity Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes or the rights of Holders of Treasury Stripped Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Units or Stripped Units to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Units affected thereby pursuant to the Forward Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Forward Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsDECS; provided, however, that no such supplemental amendment agreement shall, without the consent of the Holder of each Outstanding Equity Unit DECS adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts DECS (except as provided in Section 9.1(v)) for the rights of Holders holders of Corporate Units Upper DECS to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Stripped DECS to substitute Debentures Notes or the appropriate Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit DECS to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit DECS affected thereby pursuant to the Forward Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Stock Purchase Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Applicable Ownership Interest in Pledged [Subordinated] Notes, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stock Purchase Units to substitute Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio [Subordinated] Notes, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, 34 impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Stock Purchase Units or only the Treasury Stock Purchase Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts at the time outstanding voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the appropriate Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate PEPS Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Applicable Ownership Interest in Pledged Debentures, as the Treasury Portfolio case may be, or the rights of Holders of Treasury PEPS Units to substitute Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio Debentures, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate PEPS Units or only the Treasury PEPS Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in number of the outstanding Purchase Contracts voting together as one classCommon Equity Units at the time Outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Stock Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Common Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder Holders of each Outstanding Common Equity Unit adversely affected thereby,: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Common Equity Unit (except for the rights of Holders of Corporate Normal Common Equity Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Debt Securities, or the rights of Holders of Treasury Stripped Common Equity Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Debt Securities for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Common Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Common Equity Unit affected thereby pursuant to the Stock Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Stock Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts Common Equity Units the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Normal Common Equity Units or only the Treasury Stripped Common Equity Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further that the unanimous consent of the Holders of each Outstanding Common Equity Unit of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts at the time outstanding voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the appropriate Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Article IX to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Type A Securities to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Type B Securities to substitute Debentures Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; (3) reduce the amount payable or distributable to Holders upon the remarketing of Debt Securities; or (d4) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Units Debt Securities or the Treasury UnitsSecurities, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit adversely affected thereby,thereby in any material respect: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Senior Notes or the Pledged Applicable Ownership Interests in Debentures or Interests, as the Applicable Ownership Interest in the Treasury Portfolio case may be, or the rights of Holders of Treasury Units to substitute Debentures Senior Notes or the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental theretoa modification or amendment of the provisions of the Purchase Contract Agreement; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.]

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral AgentSecurities Intermediary, the Custodial Agent and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities, the Pledged Notes or the Applicable Ownership Interest Interests (as specified in clause (A) of the definition of such term) of the principal amount of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures Preferred Securities, Notes or the Applicable Ownership Interest Interests (as specified in clause (A) of the definition of such term) of the principal amount of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (dc) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or only the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, provided that no such supplemental agreement amendment shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby, (ai) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Unit (except for the rights of Holders holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Applicable Ownership Interest in Pledged Treasury Consideration, as the Treasury Portfolio case may be, or the rights of Holders of Treasury Stripped Units to substitute Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cii) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (diii) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, . provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; and provided, further, that the unanimous consent of the Holders of each outstanding Unit of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (i) through (iii) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate MEDS Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Applicable Ownership Interest in Pledged Subordinated Deferrable Notes, as the Treasury Portfolio case may be, or the rights of Holders of Treasury MEDS Units to substitute Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio Subordinated Deferrable Notes, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate MEDS Units or only the Treasury MEDS Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said such Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby,: (a1) change Change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate PEPS Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Applicable Ownership Interest in Pledged Subordinated Deferrable Notes, as the Treasury Portfolio case may be, or the rights of Holders of Treasury PEPS Units to substitute Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio Subordinated Deferrable Notes, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate PEPS Units or only the Treasury PEPS Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units PIES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Preferred Securities, the Pledged Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units PIES to substitute Trust Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or the Treasury UnitsPIES, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) - (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Forward Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Forward Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely Security affected thereby, (a) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders of Corporate Units Upper DECS to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units Stripped DECS to substitute Debentures Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (cb) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Forward Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; (c) reduce the amount payable or distributable to Holders upon the remarketing of Notes; or (d) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if . If any such supplemental amendment referred to above would adversely affect only the Corporate Units Upper DECS or the Treasury UnitsStripped DECS, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will shall be entitled to vote on or consent to such the amendment or proposal, and such the amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such the affected class. It shall not be necessary for any Act of Holders under this Section 9.2 Article IX to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as at any one classtime, including without limitation the consent of the Holders of Purchase Contracts obtained in connection with a tender or an exchange offer, by Act of said such Holders delivered to the Company, the Purchase Contract Agent or and the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit outstanding Purchase Contract adversely affected thereby,: (a) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities)any payment date; (b) unless such change is not adverse the amount or type of Pledged Securities related to the HoldersPurchase Contract, impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral Pledged Securities or otherwise adversely affect the Holder’s rights in or to such Collateralthe Pledged Securities; (c) otherwise effect change the place or currency of payment of or reduce any action that would require contract adjustment payments; (d) impair the consent right to institute suit for the enforcement of the Holder purchase contract or payment of each Outstanding Equity Unit affected thereby pursuant any contract adjustment payments; (e) reduce the number of shares of common stock or the amount of any other property or securities purchasable under the purchase contract, increase the price to purchase shares of common stock or any other property or securities upon settlement of the Purchase Contract Agreement if such action were effected by an agreement supplemental theretopurchase contract, change the purchase contract settlement date or the right to early settlement or cash merger early settlement or otherwise adversely affect the holder’s rights under the purchase contract; or (df) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendmentthe modification or amendment of the provisions of this Agreement; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Equity Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class or of all of the holders of such class, as applicable; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent Agent, the Securities Intermediary or the Collateral Agent, as the case may be, the Company, when duly authorized, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts Security (except for the rights of Holders holders of Corporate Units PIES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Preferred Securities, the Pledged Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, as the case may be, or the rights of Holders of Treasury Units PIES to substitute Trust Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, as applicable, for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or only the Treasury UnitsPIES, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1)-(3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or Agent, the Securities Intermediary and the Collateral Agent, as the case may be, Agent the Company, when duly authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent Securities Intermediary and the Securities Intermediary Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsSecurities; provided, however, that no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Equity Unit Security adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure underlying a Holder’s Obligations under the Purchase Contracts (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities); (b) unless such change is not adverse to the HoldersSecurity, impair the right of the Holder of any Equity Unit Security to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral; (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Security affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, provided that if any such supplemental amendment or proposal referred to above would adversely affect only the Corporate Units PIES or only the Treasury UnitsPIES, then only Holders of the affected class of Equity Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (1) through (3) above. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendment with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classat the time outstanding, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, when duly authorized, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity UnitsIncome PRIDES and Growth PRIDES; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit Income PRIDES and Growth PRIDES adversely affected thereby, (a1) change the amount or the type of Collateral required to be Pledged to secure a Holder’s Obligations under the Purchase Contracts underlying an Income PRIDES or Growth PRIDES (except for the rights of Holders holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Preferred Shares, or the rights of Holders of Treasury Units Growth PRIDES to substitute Debentures or the Applicable Ownership Interest in the Treasury Portfolio Preferred Shares for the Pledged Treasury Securities); (b) unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Income PRIDES or Growth PRIDES to receive distributions on the related underlying Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;; or (c2) otherwise effect any action that would require the consent of the Holder of each Outstanding Equity Unit Income PRIDES or Growth PRIDES affected thereby pursuant to the Purchase Contract Agreement if such action were effected by an agreement supplemental thereto; or (d3) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any such amendment; provided, that if any such supplemental amendment referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Equity Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.