AMENDED AND RESTATED TRUST AGREEMENT among KEYCORP, as Depositor, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee, DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of KEYCORP...Trust Agreement • April 12th, 2005 • KeyCorp Capital VIII • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of , among (i) KEYCORP, an Ohio corporation (including any successors or assigns, the “Depositor”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as BANKERS TRUST COMPANY) a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) DEUTSCHE BANK TRUST COMPANY DELAWARE (formerly known as BANKERS TRUST (DELAWARE)), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) , an individual, and , an individual, each of whose address is c/o KeyCorp, 127 Public Square, Cleveland, Ohio 44144 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”) and (v) the several HOLDERS, as hereinafter defined.
GUARANTEE AGREEMENT between KEYCORP, as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Guarantee TrusteeGuarantee Agreement • April 12th, 2005 • KeyCorp Capital VIII • National commercial banks • New York
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.
TRUST AGREEMENT OF KEYCORP CAPITAL VIIITrust Agreement • April 12th, 2005 • KeyCorp Capital VIII • National commercial banks • Delaware
THIS TRUST AGREEMENT is made as of April 5, 2005 (this “Trust Agreement”), by and among KeyCorp, an Ohio corporation, as depositor (the “Depositor”), and Deutsche Bank Trust Company Delaware, as trustee, and Daniel R. Stolzer, as trustee (jointly, the “Trustees”). The Depositor and the Trustees hereby agree as follows:
