0000950152-08-004738 Sample Contracts

KeyCorp Senior Medium-Term Notes, Series I Subordinated Medium-Term Notes, Series J Due Nine Months or More From Date of Issue DISTRIBUTION AGREEMENT
Distribution Agreement • June 20th, 2008 • Keycorp /New/ • National commercial banks • New York

We refer to the Distribution Agreement dated June [ ], 2008 (as amended from time to time) in respect of the above-referenced program (the “Program”) between the Company and the Agents party thereto (which agreement, as amended from time to time, is herein referred to as the “Agreement”). Capitalized terms used herein shall have the meanings assigned to them in the Distribution Agreement.

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