KEYCORP Sample Clauses

KEYCORP. By: ---------------------------- Name: Title:

KEYCORP. By ---------------------------------- Title: KEYBANK NATIONAL ASSOCIATION By ---------------------------------- Title: Exhibit A --------- FORM OF RIGHT CERTIFICATE Certificate No. R - Rights ------ NOT EXERCISABLE AFTER MAY 14, 2007 OR EARLIER IF NOTICE OF REDEMPTION IS GIVEN IN ACCORDANCE WITH THE RESTATED RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 FOR EACH OF THE RIGHTS ON THE TERMS SET FORTH IN THE RESTATED RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS THESE TERMS ARE DEFINED IN THE RESTATED RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SET FORTH IN SECTION 7(e) OF THE RESTATED RIGHTS AGREEMENT.] 1* RIGHT CERTIFICATE ----------------- This certifies that __________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner, subject to the terms, provisions, and conditions of the Restated Rights Agreement dated as of May 15, 1997 as amended from time to time (the "Restated Rights Agreement"), between KeyCorp, an Ohio corporation (the "Company"), and KeyBank National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as defined in the Restated Rights Agreement) and prior to 5:00 P.M., New York time, on May 14, 2007, at the principal office of the Rights Agent or such other office as the Rights Agent may designate from time to time for that purpose, one fully paid and non-assessable Common Share with a par value of $1 each (the "Common Shares") of the Company, at a purchase price of $165 per Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate, the number of Common Shares that may be purchased upon exercise of the Rights, and the Purchase Price per Common Share set forth above, are the numbers and Purchase Price as of May 15, 1997, based on the Common Shares as constituted at that date, and are subject to adjustment as provided in the Restated Rights Agreement. If the Rights evidenced by this Right Certificate are or were at anytime on or after the earlier of the Distribution Date or the occurrence of...

KEYCORP. By /s/ Lee ▇▇▇▇▇▇ -------------------------------------- Name: Lee ▇▇▇▇▇▇ Title: Senior Vice President & Treasurer Attest: /s/ Patr▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------- SOCIETY CORPORATION (to be renamed KeyCorp at the Effective Time) By /s/ Jame▇ ▇. ▇▇▇▇ -------------------------------------- Name: Jame▇ ▇. ▇▇▇▇ Title: Chief Financial Officer Attest: /s/ Lawr▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------- General Counsel and Secretary CHEMICAL BANK, as TRUSTEE By /s/ P. M▇▇▇▇▇▇▇ ------------------------------ Name: P. M▇▇▇▇▇▇▇ Title: Senior Trust Officer Attest: /s/ P. K▇▇▇▇ ------------------------ STATE OF NEW YORK ) : ss.: COUNTY OF ALBANY ) Lee ▇▇▇▇▇▇, ▇▇ing first duly sworn, deposes and says that he resides at 36 N▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇; ▇▇at he is the Senior Vice President & Treasurer of KEYCORP (formerly Key Banks Inc.), the corporation described in and which executed the foregoing FOURTH SUPPLEMENTAL INDENTURE; that he knows the seal of said corporation; that the seal affixed to said Fourth Supplemental Indenture is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he has signed his name thereto by like order. /s/ Lee ▇▇▇▇▇▇ -------------------------------- Sworn to before me this 1st day of March, 1994. --- ------ /s/ Marl▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ---------------------------------- Notary Public MARL▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇tary Public, State of New York Qualified in Albany County No.4889183 Commission Expires May 18, 1995 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK )

KEYCORP. By: Title:

KEYCORP. Any notice sent by overnight messenger or hand delivery shall be deemed made on the date received, and any notice sent by certified mail shall be deemed made three (3) days after mailing.

KEYCORP. LIMITED( “Corporate Shareholder B”), a limited liability company duly established and validly existing under the laws of the Hong Kong with the registered address at 41st Floor, Bank of China Tower,1 Garden Road, Central, Hong Kong. Its registered number is 38160060-000-05-07-9 and its authorized representative is its Chief Executive Officer N▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an Italian citizen;

KEYCORP. UMBRELLA TRUST(TM) FOR EXECUTIVES This Trust Agreement is made and entered into by and between KeyCorp, a New York corporation (the "Company"), and NBD Bank, N.A., a Michigan banking corporation (the "Trustee"). The Company hereby establishes with the Trustee a trust to hold all monies and other assets, together with the income thereon, as shall be paid or transferred to it hereunder in accordance with the terms and conditions of this Trust Agreement. The Trustee hereby accepts the trust established under this Trust Agreement and agrees to hold, IN TRUST, all monies and other assets transferred to it hereunder for the uses and purposes and upon the terms and conditions set forth herein, and the Trustee further agrees to discharge and perform fully and faithfully all of the duties and obligations imposed upon it under this Trust Agreement.

KEYCORP. Any notice sent by overnight messenger or hand delivery shall be deemed made on the date received, and any notice sent by certified mail shall be deemed made three (3) days after mailing.