KeyCorp 85,106,383 Common Shares Par Value $1.00 Per Share Underwriting AgreementUnderwriting Agreement • June 18th, 2008 • Keycorp /New/ • National commercial banks • New York
KeyCorp, an Ohio corporation (the “Company”), proposes to sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 85,106,383 common shares (the “Firm Shares”), par value $1.00 per share, of the Company (the “Common Shares”) and, at the election of the Representative acting on behalf of the Underwriters, to issue and sell to the Underwriters up to an additional 12,765,957 Common Shares solely to cover over-allotments (the “Optional Shares” and, together with the Firm Shares, the “Securities”), in each case on the terms and for the purposes set forth in Section 2.
