KeyCorp Senior Medium-Term Notes, Series M Subordinated Medium-Term Notes, Series N Due Nine Months or More From Date of Issue DISTRIBUTION AGREEMENTDistribution Agreement • June 10th, 2014 • Keycorp /New/ • National commercial banks • New York
KeyCorp, an Ohio corporation (the “Company”), confirms its agreement with each of you with respect to the issue and sale from time to time by the Company of its Senior Medium-Term Notes, Series M and Subordinated Medium-Term Notes, Series N Due Nine Months or More From Date of Issue (the “Notes”) pursuant to the registration statement referred to below, upon notice to each of you (individually, an “Agent,” and collectively, the “Agents,” which term shall include any additional agents appointed pursuant to Section 13 hereof) and the Trustees (defined below) as set forth in this Agreement. The Notes may be issued as senior indebtedness (the “Senior Notes”) or as subordinated indebtedness (the “Subordinated Notes”) of the Company. The Senior Notes will be issued under an indenture, dated as of June 10, 1994 (as the same may be supplemented or amended from time to time, the “Senior Indenture”), between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Comp
