DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of September 9, 2016Deposit Agreement • September 9th, 2016 • Keycorp /New/ • National commercial banks • New York
DEPOSIT AGREEMENT, dated as of September 9, 2016, between (i) KEYCORP, an Ohio corporation (the “Corporation”), on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand, and (iii) the holders from time to time of the Receipts (as herein after defined) described herein.
525,000 Depositary Shares KeyCorp Each Representing 1/25th Ownership Interest in a Share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D Underwriting AgreementKeycorp /New/ • September 9th, 2016 • National commercial banks • New York
KeyCorp, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 525,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D, $1.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares that are to be issued by Computershare Trust Company, N.A. and Computershare Inc. jointly, (the “Depositary”) under a deposit agreement, to be dated as of September 9, 2016 (the “Deposit Agreement”), by and between the Company and the Depositary. For purposes of this Underwriting Agreement (the “Agreement”), “Depositary Sh
