0000950123-11-017737 Sample Contracts

AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT
Keycorp /New/ • February 24th, 2011 • National commercial banks

THIS AMENDMENT NO. 1 TO REPLACEMENT CAPITAL COVENANT, dated as of February 24, 2011 (the “Amendment Effective Date”), by KEYCORP, an Ohio corporation (together with its successors and assigns, the “Corporation”), having its principal office at 127 Public Square, Cleveland, Ohio 44114, in favor of and for the benefit of each Covered Debtholder (as defined in the original Replacement Capital Covenant, dated as of November 21, 2006 (the “Replacement Capital Covenant”)).

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AMENDMENT NO. 2 TO REPLACEMENT CAPITAL COVENANT
Keycorp /New/ • February 24th, 2011 • National commercial banks

THIS AMENDMENT NO. 2 TO REPLACEMENT CAPITAL COVENANT, dated as of February 24, 2011 (the “Amendment Effective Date”), by KEYCORP, an Ohio corporation (together with its successors and assigns, the “Corporation”), having its principal office at 127 Public Square, Cleveland, Ohio 44114, in favor of and for the benefit of each Covered Debtholder (as defined in the original Replacement Capital Covenant, dated as of February 27, 2008 (the “Original Replacement Capital Covenant”), as amended pursuant to the Supplement, dated as of March 3, 2008, to the Original Replacement Capital Covenant (the “Supplement”) (hereinafter the Supplement and the Original Replacement Capital Covenant are collectively referred to as the “Replacement Capital Covenant”).

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