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Exhibit 4(d)
TRUST AGREEMENT, dated as of December 18, 1996, by and between
KeyCorp, an Ohio corporation, as "Depositor", and Bankers Trust (Delaware), a
Delaware trust company, as "Trustee".
W I T N E S S E T H :
The Depositor and the Trustee hereby agree as follows:
Section 1. The Trust.
The trust created hereby shall be known as KeyCorp
Institutional Capital B (the "Trust"), in which name the Trustee, or the
Depositor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and xxx and be sued.
Section 2. The Trust Estate.
The Depositor hereby assigns, transfers, conveys and sets over
to the Trustee the sum of $10. The Trustee hereby acknowledges receipt of such
amount in trust from the Depositor, which amount shall constitutes the initial
trust estate. The Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 DEL. C. section 3801 ET SEQ. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
Section 3. Amended and Restated Trust Agreement.
The Depositor and the Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form to be described in an Offering Circular to be used in a private
placement of securities (the "Capital Securities") representing preferred
beneficial interests in the assets of the Trust and certain securities of the
Depositor related thereto, which will provide for the contemplated operation of
the Trust created hereby and the issuance of the Capital Securities and common
securities of the Trust to be referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
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Section 4. Certain Authorizations.
The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (a) to prepare the Offering Circular and
to execute, in each case on behalf of the Trust, any agreements or other
documents necessary or advisable in connection with the offering and sale of the
Capital Securities as described in the Offering Circular; (b) if determined to
be necessary or desirable to file with one or more national securities exchanges
(each, an "Exchange") or the National Association of Securities Dealers, Inc.
("NASD") and execute on behalf of the Trust a listing application or
applications and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Capital
Securities to be listed on any such Exchange or the NASD's Nasdaq National
Market ("NASDAQ") or Private Offering, Resales and Trading through Automatic
Linkages ("PORTAL") market; (c) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as the Depositor,
on behalf of the Trust, may deem necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws; and (d) to execute
on behalf of the Trust such Purchase Agreements or Underwriting Agreements with
one or more purchasers or underwriters relating to the offering of the Capital
Securities as the Depositor, on behalf of the Trust, may deem necessary or
desirable. In the event that any filing referred to in clauses (a), (b) and (c)
above is required by the rules and regulations of the Securities and Exchange
Commission, any Exchange, the NASD or state securities or "Blue Sky" laws, to be
executed on behalf of the Trust by a Trustee, the Depositor and any Trustee
appointed pursuant to Section 6 hereof are hereby authorized to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing.
Section 5. Counterparts.
This Trust Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
Section 6. Trustees.
The number of Trustees initially shall be one (1) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor, which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or
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remove without cause any Trustee at any time. The Trustee may resign upon thirty
days' prior notice to the Depositor.
Section 7. Governing Law.
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This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
KEYCORP, as Depositor
BY: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Authorized Officer
BANKERS TRUST (DELAWARE), as Trustee
BY: /s/ M. Xxxx Xxxxxxx
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Name: M. Xxxx Xxxxxxx
Title: Assistant Secretary
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