0001193125-16-790734 Sample Contracts

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 December 12, 2016
Deposit Agreement • December 12th, 2016 • Keycorp /New/ • National commercial banks • New York

DEPOSIT AGREEMENT, dated as of December 12, 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.

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