KeyCorp (An Ohio Corporation) Floating Rate Senior Notes due 2010 Guaranteed Under the FDIC’s Temporary Liquidity Guarantee Program TERMS AGREEMENT December 10, 2008 Attention: Re: Distribution Agreement dated June 20, 2008 (the “Distribution Agreement”)Terms Agreement • December 16th, 2008 • Keycorp /New/ • National commercial banks
Each of the undersigned purchasers agrees severally and not jointly to purchase from you your Floating Rate Senior Notes due 2010 Guaranteed Under the FDIC’s Temporary Liquidity Guarantee Program (the “Notes”), in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement:
