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 November ,...Trust Agreement • November 15th, 2006 • KeyCorp Capital VIII • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of November , 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 HOLDER
GUARANTEE AGREEMENT between KEYCORP as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL IX Dated as of November , 2006Guarantee Agreement • November 15th, 2006 • 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 IXTrust Agreement • November 15th, 2006 • KeyCorp Capital VIII • National commercial banks • Delaware
THIS TRUST AGREEMENT is made as of November 8, 2006 (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:
