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 21,...Trust Agreement • November 21st, 2006 • Keycorp /New/ • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 21, 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 HOLD
GUARANTEE AGREEMENT between KEYCORP as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL IX Dated as of November 21, 2006Guarantee Agreement • November 21st, 2006 • Keycorp /New/ • 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.
KeyCorp Capital IX Capital Securities guaranteed to the extent set forth in the Guarantees by KEYCORP Underwriting AgreementKeycorp /New/ • November 21st, 2006 • National commercial banks • New York
From time to time KeyCorp Capital IX, a statutory trust formed under the laws of the State of Delaware (the “Designated Trust”), and KeyCorp, an Ohio corporation (the “Company”), as depositor of the Designated Trust and as guarantor, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, that the Designated Trust issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its preferred securities (the “Securities”) representing undivided beneficial interests in the assets of the Designated Trust. The Securities specified in such Pricing Agreement are referred to as the “Firm Designated Securities” with respect to such Pricing Agreement. I
RecitalsReplacement Capital Covenant • November 21st, 2006 • Keycorp /New/ • National commercial banks
Pricing AgreementAgreement • November 21st, 2006 • Keycorp /New/ • National commercial banks
KeyCorp Capital IX, a statutory trust formed under the laws of the State of Delaware (the “Designated Trust”), and KeyCorp, an Ohio corporation (the “Company”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 16, 2006 (the “Underwriting Agreement”), among the Designated Trust and the Company, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the several underwriters named in Schedule I hereto (the “Underwriters”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedule II hereto (the “Designated Securities”, consisting of Firm Designated Securities and any Optional Designated Securities the Underwriters may elect to purchase). The principal asset of the Designated Trust consists of debt securities of the Company (the “Junior Subordinated Debentures”), as specified in Schedule II to this Agreement. The Designated Securities will be guaranteed by
