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 June 20, 2006...Trust Agreement • June 20th, 2006 • Keycorp /New/ • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 20, 2006, 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) Daniel R. Stolzer, an individual, and Louis D. Raffis, an individual, each of whose address is c/o KeyCorp, 127 Public Square, Cleveland, Ohio 44114 (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,
GUARANTEE AGREEMENT between KEYCORP as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL VIII Dated as of June 20, 2006Guarantee Agreement • June 20th, 2006 • Keycorp /New/ • 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.
KeyCorp Capital VIII Capital Securities guaranteed to the extent set forth in the Guarantees by KEYCORP Underwriting AgreementKeycorp /New/ • June 20th, 2006 • National commercial banks • New York
From time to time KeyCorp Capital VIII, a statutory trust formed under the laws of the State of Delaware (the Designated Trust), and KeyCorp, an Ohio corporation (the “Company”), as depositor of the Designated Trust and as guarantor, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, that the Designated Trust issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its preferred securities (the “Securities”) representing undivided beneficial interests in the assets of the Designated Trust. The Securities specified in such Pricing Agreement are referred to as the “Firm Designated Securities” with respect to such Pricing Agreement. I
RecitalsKeycorp /New/ • June 20th, 2006 • National commercial banks
with the date two years after the beginning of an interest deferral period, will be paid pursuant to an Alternative Payment Mechanism, and (b) a fractional interest in a share purchase contract, (ii) includes a remarketing feature pursuant to which the subordinated debt of the Corporation is remarketed to new investors within five years from the date of issuance of the security or earlier in the event of an early settlement event based on (a) the capital ratios of the Corporation, (b) the capital ratios of the Corporation as anticipated by the Federal Reserve, or (c) the dissolution of the issuer of such Debt Exchangeable for Equity, (iii) provides for the proceeds raised in the remarketing to be used to purchase Common Shares or Qualifying Non-Cumulative Preferred Shares of the Corporation, (iv) includes an Explicit Replacement Covenant, provided that such Explicit Replacement Covenant will not include Debt Exchangeable for Equity in the definition of “replacement capital securities,”
Pricing AgreementPricing Agreement • June 20th, 2006 • Keycorp /New/ • National commercial banks
KeyCorp Capital VIII, a statutory trust formed under the laws of the State of Delaware (the “Designated Trust”), and KeyCorp, an Ohio corporation (the “Company”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 13, 2006 (the “Underwriting Agreement”), among the Designated Trust and the Company, on the one hand, and UBS Securities LLC, as Representative of the several underwriters named in Schedule I hereto (the “Underwriters”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedule II hereto (the “Designated Securities”, consisting of Firm Designated Securities and any Optional Designated Securities the Underwriters may elect to purchase). The principal asset of the Designated Trust consists of debt securities of the Company (the “Junior Subordinated Debentures”), as specified in Schedule II to this Agreement. The Designated Securities will be guaranteed by the Company to the extent set fort
