AMENDED AND RESTATED TRUST AGREEMENT KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of , 20 KEYCORP CAPITAL XITrust Agreement • February 19th, 2008 • KeyCorp Capital VIII • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of , 20 , 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, as here
GUARANTEE AGREEMENT between KEYCORP as Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL XI Dated as of , 20Guarantee Agreement • February 19th, 2008 • KeyCorp Capital VIII • National commercial banks • New York
GUARANTEE AGREEMENT, dated as of , 20 , is executed and delivered by KEYCORP, an Ohio corporation (the “Guarantor”) having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of KEYCORP CAPITAL XI, a Delaware statutory trust (the “Issuer Trust”).
TRUST AGREEMENT OF KEYCORP CAPITAL XTrust Agreement • February 19th, 2008 • KeyCorp Capital VIII • National commercial banks • Delaware
THIS TRUST AGREEMENT is made as of February 11, 2008 (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:
