0001193125-18-231437 Sample Contracts

17,000,000 Depositary Shares KeyCorp Each Representing 1/40th Ownership Interest in a Share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F Underwriting Agreement
Keycorp /New/ • July 30th, 2018 • National commercial banks • New York

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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 July 30, 2018
Deposit Agreement • July 30th, 2018 • Keycorp /New/ • National commercial banks • New York

DEPOSIT AGREEMENT, dated as of July 30, 2018, 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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