Regulations (Bylaws) – KeyCorp

AMENDED AND RESTATED

REGULATIONS

OF

KEYCORP

(Effective May 19, 2011)

ARTICLE I

SHAREHOLDERS

Section 1. Place of Meeting. All meetings of the shareholders of the
Corporation shall be held at the office of the Corporation or at such other
places, within or without the State of Ohio, and/or in by part means of
communications equipment in the manner provided for in Section 9 of this Article
I, as may from time to time be determined by the Board of Directors, the
Chairperson of the Board, or the President and specified in the notice of such
meeting.

Section 2. Annual Meetings. The annual meeting of the shareholders of the
Corporation for the election of directors, the consideration of reports to be
laid before such meeting, and the transaction of such other business as may
properly come before the meeting shall be held (i) on the third Wednesday in May
in each year, if not a legal holiday under the laws of the place where the
meeting is to be held, and, if a legal holiday, then on the next succeeding day
not a legal holiday under the laws of such place, or (ii) on such other date and
at such hour as may from time to time be determined by the Board of Directors,
the Chairperson of the Board, or the President.

Section 3. Special Meetings. Subject to the rights of the holders of any
class or series of preferred stock of the Corporation, special meetings of the
shareholders for any purpose or purposes may be called only by (i) the
Chairperson of the Board, (ii) the President, or, in the case of the President153s
absence, death, or disability, the vice president authorized to exercise the
authority of the President, (iii) the Board of Directors by action at a meeting
or a majority of the Board of Directors acting without a meeting, or (iv)
persons holding 25% of all shares outstanding and entitled to vote at the
special meeting.

Upon request in writing delivered either in person or by registered mail to
the Chairperson of the Board, the President, or the Secretary by any persons
entitled to call a meeting of shareholders, such officer shall forthwith cause
to be given to the shareholders entitled thereto notice of a meeting to be held
on a date not less than ten nor more than 60 days after the receipt of such
request, as such officer may fix. If such notice is not given within 30 days
after the delivery or mailing of such request, the persons calling the meeting
may fix the time of the meeting and give notice thereof in the manner provided
by law or as provided in these Regulations, or cause such notice to be given by
any designated representative.

Section 4. Notice of Meetings.

(a) Written notice of each meeting of the shareholders, whether annual or
special, shall be given, either by personal delivery, mail, overnight delivery
service, or any other means of communication authorized by the shareholder to
whom the notice is given, not less than seven nor more than 60 days before the
date of the meeting to every shareholder of record entitled to notice of the
meeting, by or at the direction of the Chairperson of the Board, the President
or the Secretary or any other person or persons required or permitted by these
Regulations to give such notice. Each such notice shall state (i) the date and
hour, (ii) the place of the meeting, (iii) the means, if any, other than by
physical presence, by which shareholders can be present and vote at the meeting
through the use of communications equipment, and (iv) the purpose or purposes
for which the meeting is called.

(b) If mailed or sent by overnight delivery service, such notice shall be
deemed given when deposited in the United States mail or with the overnight
delivery service, as the case may be, postage or other shipping charges prepaid,
and directed to the shareholder at such shareholder153s address as it appears on
the records of the Corporation. If sent by another means of communication
authorized by the shareholder, such notice shall be deemed to be given when sent
to the address furnished by the shareholder for those transmissions.

(c) Notice of adjournment of a meeting of shareholders need not be given if
the time and place to which it is adjourned, and the means, if any, other than
by physical presence, by which shareholders can be present and vote at the
meeting through the use of communications equipment are fixed and announced at
the meeting.

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(d) Any authorization by a shareholder to send notices given pursuant to
these Regulations by any means other than in person or by mail or overnight
delivery service is revocable by written notice to the Corporation either by
personal delivery or by mail, overnight delivery service, or any other means of
communication authorized by the Corporation. If sent by another means of
communication authorized by the Corporation, the notice shall be sent to the
address furnished by the Corporation for those transmissions. Any authorization
by a shareholder to send notices given pursuant to these Regulations by any
means other than in person or by mail or overnight delivery service will be
deemed to have been revoked by the shareholder if (i) the Corporation has
attempted to make delivery of two consecutive notices in accordance with that
authorization, and (ii) the Secretary or an Assistant Secretary of the
Corporation, or other person responsible for giving of notice, has received
notice that, or otherwise believes that, delivery has not occurred. However, an
inadvertent failure to treat the inability to deliver notice as a revocation
will not invalidate any meeting of shareholders or other action.

Section 5. Quorum. Except as otherwise required by law or by the Articles of
Incorporation, the presence of holders of shares entitled to exercise not less
than a majority of the voting power of the Corporation at the meeting in person,
by proxy, or by the use of communications equipment shall constitute a quorum
for the transaction of business at any meeting of the shareholders; provided,
however, that no action required by law, the Articles of Incorporation, or these
Regulations to be authorized or taken by the holders of a designated proportion
of the shares of any particular class or of each class of the Corporation may be
authorized or taken by a lesser proportion.

Section 6. Proxies. Proxies may be used in conformity with Ohio law.

Section 7. Adjournments. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.

Section 8. Advance Notice of Shareholder Proposals. At any annual meeting of
shareholders, proposals by shareholders and nominations for election as
directors by shareholders shall only be considered if advance notice thereof has
been timely given as provided in this Section 8 in the case of proposals by
shareholders, and as provided in Section 2(b) of Article II in the case of
nominations for election as directors by shareholders, and such proposals or
nominations are otherwise proper for consideration under applicable law and the
Articles of Incorporation of the Corporation. Notice of any proposal to be
presented by any shareholder shall be given in writing to the Secretary of the
Corporation, delivered to or mailed and received at the Corporation153s principal
executive offices, not less than 60 nor more than 90 days prior to the
shareholders153 meeting; provided, however, that in the event that less than 75
days153 notice to the shareholders or prior public disclosure of the date of the
meeting is given or made, the written notice of such shareholder153s intent to
make such proposal must be given to the Secretary not later than the close of
business on the fifteenth day following the earlier of the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Any shareholder who gives notice of any such proposal shall deliver therewith
the text of the proposal to be presented and a brief written statement of the
reasons why such shareholder favors the proposal and setting forth such
shareholder153s name and record address, the number and class of all shares of
each class of stock of the Corporation beneficially owned (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934) by such
shareholder and any material interest of such shareholder in the proposal (other
than as a shareholder). The person presiding at the meeting, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice under this Section 8 or under
Section 2(b) of Article II, as applicable, has been duly given and shall direct
that proposals and nominees not be considered if such notice (together with all
required information to be submitted by such shareholder under this Section 8 or
under Section 2(b) of Article II, as applicable) has not been given. No
proposals by shareholders or nominations for election as director shall be
considered at any special meeting of shareholders unless such special meeting
was called for the purpose of considering such proposal or nomination. If,
pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934
(including as such Rule 14a-8 may be from time to time amended or any rule
promulgated in place thereof or covering the same subject matter; collectively
being herein referred to as “Rule 14a-8”) the Corporation is required to set
forth a proposal of a shareholder in its proxy statement, the provisions of Rule
14a-8, to the extent applicable, shall prevail over any conflicting provisions
of this Section 8 with respect to that shareholder proposal.

Section 9. Participation in Meeting by Means of Communications Equipment. The
Board of Directors may authorize shareholders and proxyholders who are not
physically present at a meeting of shareholders to participate by use of
communications equipment that permits the shareholder or proxyholder the
opportunity to participate in the meeting and to vote on matters submitted to
the shareholders, including an opportunity to read or hear the proceedings of
the meeting and to speak or otherwise participate in the proceedings
contemporaneously with those physically present. Any shareholder using
communications equipment will be deemed present in person at the meeting. The
Board of Directors may adopt guidelines and procedures for the use of
communications equipment in connection with a meeting of shareholders to permit
the Corporation to verify that a person is a shareholder or proxyholder and to
maintain a record of any vote or other action.

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ARTICLE II

BOARD OF DIRECTORS

Section 1. Number and Terms of Office. As of the conclusion of the 2008
annual meeting of shareholders of the Corporation, the Board of Directors shall
consist of 12 members. At the 2009 annual meeting of shareholders of the
Corporation, the successors of the directors whose terms expire at that meeting
shall be elected for a term expiring at the 2010 annual meeting of shareholders
(which number of directors shall be approximately one-third of the total number
of directors of the Corporation); at the 2010 annual meeting of shareholders,
the successors of the directors whose terms expire at that meeting shall be
elected for a term expiring at the 2011 annual meeting (which number of
directors shall be approximately two-thirds of the total number of directors of
the Corporation); and at each annual meeting of shareholders thereafter all
directors shall be elected for terms expiring at the next annual meeting of
shareholders. In each instance directors shall hold office until their
successors are chosen and qualified, or until the earlier death, retirement,
resignation, or removal of any such director as provided in Section 11 of this
Article II. The Board of Directors or the shareholders may from time to time fix
or change the size of the Board of Directors to a total number of no fewer than
12 and no more than 16 directors (the size of the Board as from time to time so
established being herein referred to as the “entire authorized Board”). The
Board of Directors may, subject to the limitation contained in the immediately
preceding sentence regarding the number of directors, fix or change the number
of directors by the affirmative vote of a majority of the entire authorized
Board. The shareholders may, subject to the limitation contained in the fourth
sentence of this paragraph regarding the number of directors, fix or change the
number of directors at a meeting of the shareholders called for the purpose of
electing directors at which a quorum is present, by the affirmative vote of the
majority of the shares that are represented at the meeting and entitled to vote
on the proposal. No reduction in the number of directors shall of itself have
the effect of shortening the term of any incumbent director. In the event that
the Board of Directors increases the number of directors, it may fill the
vacancy or vacancies created by the increase in the number of directors for the
respective unexpired terms in accordance with the provisions of Section 12 of
this Article II. In the event the shareholders increase the number of directors
and fail to fill the vacancy or vacancies created thereby, the Board of
Directors may fill such vacancy or vacancies for the respective unexpired terms
in accordance with the provisions of Section 12 of this Article II.

The number of directors may not be fixed or changed by the shareholders or
directors, except (i) by amending these regulations in accordance with
provisions of Article X of these Regulations, (ii) pursuant to an agreement of
merger or consolidation approved by two-thirds of the members of the entire
authorized Board of Directors and adopted by the shareholders at a meeting held
for such purpose by the affirmative vote of the holders of shares entitling them
to exercise a majority of the voting power of the Corporation on such proposal,
or (iii) as provided in the immediately preceding paragraph of this Section 1 or
in the next following paragraph.

The foregoing provisions of this Section 1 are subject to the automatic
increase by two in the authorized number of directors and the right of the
holders of any class or series of preferred stock of the Corporation to elect
two directors of the Corporation during any time when dividends payable on such
shares are in arrears, all as set forth in the Articles of Incorporation and/or
the express terms of the preferred stock of the Corporation.

Section 2. Nominations. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Subject to the
rights of the holders of any class or series of preferred stock of the
Corporation, nominations for the election of directors may be made only:

(a) by the affirmative vote of a majority of the directors then in office,
and

(b) by any shareholder of the Corporation entitled to vote for the election
of directors at a meeting, but only if written notice of such shareholder153s
intent to make such nomination is given to the Secretary of the Corporation,
delivered to or mailed and received at the Corporation153s principal executive
offices, not less than 60 nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 75 days153 notice to the shareholders or
prior public disclosure of the date of the meeting is given or made, the written
notice of such shareholder153s intent to make such nomination must be given to the
Secretary not later than the close of business on the fifteenth day following
the earlier of the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Each such notice of a shareholder153s
intent to make a nomination shall set forth: (A) as to each person who is not an
incumbent director when the shareholder proposes to nominate such person for
election as a director, (1) the name, age, business, and residence address of
such person, (2) the principal occupation or employment of such person for the
last

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five years, (3) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such person, (4) all positions of
such person as a director, officer, partner, employee, or controlling
shareholder of any corporation or other business entity, (5) any prior position
as a director, officer, or employee of a depository institution or any company
controlling a depository institution, (6) any other information regarding such
person that would be required pursuant to paragraphs (a), (e), and (f) of Item
401 of Regulation S-K adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulations subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation) to be included
in a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had such person been nominated, or intended to be nominated,
by the Board of Directors, and (7) the written consent of each nominee to serve
as a director of the Corporation if so elected, and (B) as to the shareholder
giving the notice, (1) the name and record address of such shareholder, (2) a
representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice, (3) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder, and (4) the class and number of shares of capital stock of the
Corporation which are beneficially owned (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) by such
shareholder.

No person shall be eligible for election as a director unless nominated in
compliance with the provisions of this Section 2.

Section 3. Quorum, Adjournments, and Manner of Acting. Except as otherwise
required by law, the Articles of Incorporation of the Corporation, or these
Regulations, a majority of the entire authorized Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board.
Except as otherwise required by law, the Articles of Incorporation of the
Corporation, or these Regulations, the affirmative vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board. In the absence of a quorum, a majority of the directors present at
a meeting duly held may adjourn the meeting to another time and place. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the originally called meeting.

Notwithstanding any contrary provisions of these Regulations, the affirmative
vote of at least two-thirds of the entire authorized Board of Directors shall be
required for the approval or recommendation of any of the following
transactions: (a) any merger or consolidation of the Corporation (i) with any
interested shareholder, as such term is defined in Chapter 1704 of the Ohio
General Corporation Law, or (ii) with any other corporation (which term, as used
in this paragraph, includes, in addition to a corporation, a limited liability
company, partnership, business trust or other entity) if the merger or
consolidation is caused by any interested shareholder, (b) any transaction as a
result of which any person or entity will become an interested shareholder, (c)
any merger or consolidation involving the Corporation with or into any other
corporation if such other corporation, taken on a consolidated basis with its
“parent”, if any, and its and its parent153s “subsidiaries” (as both terms are
defined by Rule 12b-2 under the Securities Exchange Act of 1934, as amended),
has assets having an aggregate book value equal to 50% or more of the aggregate
book value of all the assets of the Corporation determined on a consolidated
basis, (d) any liquidation or dissolution of the Corporation, (e) any sale,
lease, exchange, mortgage, pledge, transfer, or other disposition (in one
transaction or a series of transactions) to or with an interested shareholder of
assets of the Corporation which assets have an aggregate book value equal to 10%
or more of the aggregate book value of all the assets of the Corporation
determined on a consolidated basis, (f) any sale, lease, exchange, mortgage,
pledge, transfer, or other disposition (in one transaction or a series of
transactions) to or with any person or entity of assets of the Corporation which
assets have an aggregate book value equal to 25% or more of the aggregate book
value of all the assets of the Corporation determined on a consolidated basis,
(g) any transaction which results in the issuance or transfer by the Corporation
to any person or entity of voting stock of the Corporation in an amount greater
than 15% of the outstanding voting stock of the Corporation before giving effect
to the issuance or transfer, (h) any transaction involving the Corporation which
has the effect, directly or indirectly, of increasing the proportionate share of
the stock or securities of any class or series of the Corporation which is owned
by an interested shareholder, and (i) any transaction which results in the
receipt by an interested shareholder, other than proportionately as a
shareholder of the Corporation, of the benefit, directly or indirectly, of any
loans, advances, guarantees, pledges, or other financial benefits provided
through the Corporation.

Section 4. Place of Meeting. The Board of Directors may hold its meetings at
such place or places, if any, within or without the State of Ohio as the Board
may from time to time determine or as shall be specified or fixed in the
respective notice or waivers of notices thereof.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall
be held at such places, if any, and

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times as the Board shall from time to time determine.

Section 6. Special Meetings. Special meetings of the Board of Directors shall
be held whenever called by the Chairperson of the Board or the President or by a
majority of the directors then in office.

Section 7. Notice of Meetings.

(a) Notice of regular meetings of the Board of Directors or of any adjourned
meeting thereof need not be given.

(b) Notice of each special meeting of the Board shall be given to each
director personally or by telephone, not later than the day before the meeting
is to be held, or sent by telegraph, telex, facsimile, or other means of
communication authorized by such director for this purpose, at least 2 days
before the day on which the meeting is to be held. Notice need not be given to
any director who shall, either before or after the meeting, submit a waiver of
such notice, signed or otherwise authenticated by such director, or who shall
attend such meeting without protesting prior to or at its commencement, the lack
of notice to such director. Every notice shall state the time, place, if any,
and means by which directors may participate in the meeting through the use of
communications equipment, but need not state the purpose of the meeting.

Section 8. Participation in Meeting by Means of Communications Equipment. Any
one or more members of the Board of Directors or any committee thereof may
participate in any meeting of the Board or of any such committee through the use
of communications equipment to the extent allowed by Ohio law.

Section 9. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
authorized or taken without a meeting with the affirmative vote or approval of,
and in a writing or writings signed by, all the directors or all the committee
members, which writing or writings shall be filed with or entered upon the
records of the Corporation. A telegram, cablegram, electronic mail, or an
electronic or other transmission capable of authentication that appears to have
been sent by a director or committee member is a signed writing for purposes of
this Section 9. The date on which that telegram, cablegram, electronic mail, or
an electronic or other transmission is sent is the date on which the writing
shall be deemed to have been signed.

Section 10. Resignations. Any director of the Corporation may resign at any
time by oral statement to that effect made at a meeting of the Board of
Directors or any committee thereof or by giving written notice to the Board of
Directors, the Chairperson of the Board, the President, or the Secretary of the
Corporation. Such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 11. Removal of Directors.

(a) The Board of Directors may remove any director and thereby create a
vacancy on the Board: (i) if by order of court the director has been found to be
of unsound mind or if the director is adjudicated a bankrupt or (ii) if within
60 days from the date of such director153s election the director does not qualify
by accepting (either in writing or by any other means of communication
authorized by the Corporation) the election to such office or by acting at a
meeting of directors.

(b) All the directors, or all the directors of a particular class if the
Corporation has a classified Board of Directors at that time, or any individual
director, may be only removed from office by the affirmative vote of the holders
of shares entitling them to exercise a majority of the voting power of the
Corporation entitled to elect directors in place of those to be removed. In case
of any such removal, a new director nominated in accordance with Section 2 of
this Article II may be elected at the same meeting for the unexpired term of
each director removed. Failure to elect a director to fill the unexpired term of
any director removed shall be deemed to create a vacancy on the Board.

Section 12. Vacancies. Any vacancies on the Board of Directors resulting from
death, resignation, removal, or other cause may be filled by the affirmative
vote of a majority of the directors then in office, even though less than a
quorum of the Board of Directors, or by a sole remaining director. Newly created
directorships resulting from any increase in the number of directors by action
of the Board of Directors may be filled by the affirmative vote of a majority of
the directors then in office, or if not so filled, by the shareholders at the
next annual meeting thereof or at a special meeting called for that purpose in
accordance with Section 3 of Article 1 of these Regulations. In the event the
shareholders increase the authorized number of directors in accordance with
these Regulations but fail at the meeting at which such increase is authorized,
or an adjournment of that meeting, to elect the additional directors provided
for, or if the shareholders fail at any meeting to elect the whole authorized
number of directors, such vacancies may be filled by the affirmative vote of a
majority of the directors then in office. Any director elected in accordance
with the three preceding sentences of this Section 12 shall hold office for

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the remainder of the full term for which the new directorship was created or
the vacancy occurred or until such director153s successor shall have been elected
and qualified. The provisions of this Section 12 shall not restrict the rights
of holders of any class or series of preferred stock of the Corporation to fill
vacancies in directors elected by such holders as provided by the express terms
of the preferred stock.

ARTICLE III

EXECUTIVE AND OTHER COMMITTEES

Section 1. Executive Committee. The Board of Directors may, by resolution
adopted by the affirmative vote of a majority of the entire authorized Board,
designate annually (i) four or more of its members to constitute members of an
Executive Committee of the Board of Directors of the Corporation (the “Executive
Committee”) and (ii) one or more of its members to be alternate members of the
Executive Committee to take the place of any absent member or members at any
meeting of the Executive Committee. The Executive Committee shall have and may
exercise, between meetings of the Board, all the powers and authority of the
Board in the management of the business and affairs of the Corporation,
including, without limitation, the power and authority to declare a dividend and
to authorize the issuance of stock, and may authorize the seal of the
Corporation to be affixed to all papers which may require it, except that the
Executive Committee shall not have such power or authority in reference to
filling vacancies on the Board or on any committee of the Board, including the
Executive Committee.

The Board shall have power at any time by the affirmative vote of a majority
of the entire authorized Board to change the membership of the Executive
Committee, to fill all vacancies in it, and to discharge it, either with or
without cause.

Section 2. Other Committees. The Board of Directors may, by resolution
adopted by the affirmative vote of a majority of the entire authorized Board,
designate from among its members one or more other committees, each of which
shall (i) consist of not less than three directors, together with such
alternates as the Board of Directors may appoint to take the place of any absent
member or members at any meeting of such committee, and (ii) except as otherwise
prescribed by law, have such authority of the Board as may be specified in the
resolution of the Board designating such committee. The Board shall have power
at any time, by the affirmative vote of a majority of the entire authorized
Board, to change the membership of, to fill all vacancies in, and to discharge
any such committee, either with or without cause.

Section 3. Procedure, Meetings, and Quorum.

(a) Regular meetings of the Executive Committee or any other committee of the
Board of Directors, of which no notice shall be necessary, may be held at such
times and places, if any, as may be fixed by a majority of the members thereof.
Special meetings of the Executive Committee or any other committee of the Board
shall be called at the request of the Chairperson of the Board or the President
or the Chairperson of any committee. Notice of each special meeting of the
Executive Committee or any other committee of the Board shall be given in the
same manner required for notices of special meetings of the Board of Directors
as provided in Section 7 of Article II. Any special meeting of the Executive
Committee or any other committee of the Board shall be a legal meeting without
any notice thereof having been given, if all the members thereof shall be
present thereat. Notice of any adjourned meeting of any committee of the Board
need not be given. The Executive Committee or any other committee of the Board
may adopt such rules and regulations not inconsistent with the provisions of
law, the Articles of Incorporation of the Corporation, or these Regulations for
the conduct of its meetings as the Executive Committee or any other committee of
the Board may deem proper.

(b) A majority of the members of the Executive Committee or any other
committee of the Board shall constitute a quorum for the transaction of business
at any meeting, and the vote of a majority of the members thereof present at any
meeting at which a quorum is present shall be the act of such committee. The
Executive Committee or any other committee of the Board of Directors shall keep
written minutes of its proceedings and shall report on such proceedings to the
Board.

ARTICLE IV

OFFICERS

Section 1. Election and Term of Office. The officers of the Corporation shall
consist of a President, a Secretary, a Treasurer, and such other officers
(including, without limitation, if so desired by the Board of Directors, a
Chairperson of the Board, a Chief Executive Officer, a Chief Operating Officer,
a Chief Financial Officer, and one or more Vice Presidents) and assistant
officers, all with such titles, authorities, and duties as the Board of
Directors may from time to time determine. The

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officers shall be elected by the Board of Directors. The Chairperson of the
Board, if one is elected, shall be a director. Any two or more offices may be
held by the same person, but no officer shall execute, acknowledge, or verify
any instrument in more than one capacity if such instrument is required by law,
the Articles of Incorporation of the Corporation, or these Regulations to be
executed, acknowledged, or verified by two or more officers. Unless the
directors expressly elect an officer for a longer or shorter term, each officer
shall hold office until the next annual organization meeting of the directors
following election of the officer (or, if neither such officer nor a successor
is elected at such annual organization meeting, until such officer or such
officer153s successor is elected) or until the earlier resignation, removal from
office, or death of the officer.

Section 2. Authority and Duties of Officers. The officers of the Corporation
shall have such authority and shall perform such duties as are customarily
incident to their respective offices, or as may be determined by the Board of
Directors, regardless of whether such authority and duties are customarily
incident to such offices. Unless otherwise determined by the Board of Directors,
the Chairperson of the Board, if any, shall preside at all meetings of the Board
of Directors and at all meetings of the shareholders. In the event a Chairperson
of the Board has not been elected or is otherwise absent, the President (or such
other officer designated by the Board of Directors) shall preside at such
meetings.

Section 3. Removal. Any officer may at any time be removed, either with or
without cause, by the Board of Directors or any authorized committee thereof or
by any superior officer upon whom such power may be conferred by the Board or
any authorized committee thereof; provided however, that the removal of the most
senior (in authority) officer of the Corporation shall require the affirmative
vote of at least a majority of the entire authorized Board. The removal of any
officer shall be without prejudice to the contract rights, if any, of such
officer.

Section 4. Resignation. Any officer may resign at any time by giving notice
to the Board of Directors, the Chairperson of the Board, the President, or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later date specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death, retirement,
resignation, removal, or any other cause may be filled by the Board of
Directors.

ARTICLE V

INDEMNIFICATION

The Corporation shall indemnify, to the full extent permitted or authorized
by the Ohio General Corporation Law as it may from time to time be amended, any
person made or threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he or she is or was a director,
officer, or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, or employee of a bank, other
corporation, partnership, joint venture, trust, or other enterprise. In the case
of a merger into this Corporation of a constituent corporation which, if its
separate existence had continued, would have been required to indemnify
directors, officers, or employees in specified situations prior to the merger,
any person who served as a director, officer, or employee of the constituent
corporation, or served at the request of the constituent corporation as a
director, trustee, officer, or employee of a bank, other corporation,
partnership, joint venture, trust, or other enterprise, shall be entitled to
indemnification by this Corporation (as the surviving corporation) for acts,
omissions, or other events or occurrences prior to the merger to the same extent
he or she would have been entitled to indemnification by the constituent
corporation if its separate existence had continued. The indemnification
provided by this Article V shall not be deemed exclusive of any other rights to
which any person seeking indemnification may be entitled under the Articles of
Incorporation of the Corporation or these Regulations, or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, or employee and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

ARTICLE VI

CAPITAL STOCK

Section 1. Certificates for Shares. Certificates representing shares of stock
of each class of the Corporation, whenever authorized by the Board of Directors,
shall be in such form as shall be approved by the Board or by the Chairperson of
the Board or President or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer or an

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Assistant Treasurer. The certificates representing shares of stock of each
class shall be signed by, or in the name of, the Corporation by the Chairperson
of the Board or the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation. Any or all such signatures may be facsimiles, engraved, stamped, or
printed if countersigned by an incorporated transfer agent or registrar.
Although any officer, transfer agent or registrar whose manual or facsimile
signature is affixed to such a certificate ceases to be such officer, transfer
agent, or registrar before such certificate has been delivered, such certificate
nevertheless shall be effective in all respects when delivered. The Corporation
may issue shares of any class of its capital stock without issuing certificates
therefore.

Section 2. Transfer of Shares. Transfers of shares of stock of each class of
the Corporation shall be made only on the books of the Corporation by the holder
thereof, or by such holder153s attorney thereunto authorized by a power of
attorney duly executed and filed with the Secretary of the Corporation or a
transfer agent for such stock, if any, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. The person in whose
name shares stand on the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation. No transfer of shares shall
be valid as against the Corporation and its shareholders and creditors for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

Section 3. Lost, Destroyed, and Mutilated Certificates. The holder of any
share of stock of the Corporation shall immediately notify the Corporation of
any loss, theft, destruction, or mutilation of the certificate therefore; the
Corporation may issue to such holder a new certificate or certificates for
shares, upon the surrender of the mutilated certificate or, in the case of loss,
theft, or destruction of the certificate, upon satisfactory proof of such loss,
theft, or destruction; the Corporation, or the transfer agents and registrars
for the stock, may, in their discretion, require the owner of the lost, stolen,
or destroyed certificate, or such person153s legal representative, to provide the
Corporation a bond in such sum and with such surety or sureties as they may
direct to indemnify the Corporation and such transfer agents and registrars
against any claim that may be made on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new certificate.

Section 4. Regulations. The Board of Directors may make such additional rules
and regulations as it may deem expedient concerning the issue and transfer of
certificates representing shares of stock of each class of the Corporation and
may make such rules and take such action as it may deem expedient concerning the
issue of certificates in lieu of certificates claimed to have been lost,
destroyed, stolen, or mutilated.

ARTICLE VII

RECORD DATES

For any lawful purpose, including the determination of the shareholders who
are entitled to receive notice of or to vote at a meeting of the shareholders,
the Board of Directors may fix a record date in accordance with the provisions
of the Ohio General Corporation Law. The record date for the purpose of the
determination of the shareholders who are entitled to receive notice of or to
vote at a meeting of the shareholders shall continue to be the record date for
all adjournments of the meeting unless the Board of Directors or the persons who
shall have fixed the original record date shall, subject to the limitations set
forth in the Ohio General Corporation Law, fix another date and shall cause
notice thereof and of the date to which the meeting shall have been adjourned to
be given to shareholders of record as of the newly fixed date in accordance with
the same requirements as those applying to a meeting newly called. The Board of
Directors may close the share transfer books against transfers of shares during
the whole or any part of the period provided for in this Article VII, including
the date of the meeting of the shareholders and the period ending with the date,
if any, to which adjourned. If no record date is fixed therefor, the record date
for determining the shareholders who are entitled to receive notice of a meeting
of the shareholders shall be the date next preceding the day on which notice is
given, and the record date for determining the shareholders who are entitled to
vote at a meeting of shareholders shall be the date next preceding the day on
which the meeting is held.

ARTICLE VIII

CORPORATE SEAL

The corporate seal of this Corporation shall be circular in form and shall
contain the name of the Corporation. Failure to affix the seal to any instrument
or document executed on behalf of the Corporation shall not affect the validity
of such instrument or document unless otherwise expressly provided by law.

ARTICLE IX

OFFICES

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The headquarters and principal executive offices of the Corporation shall be
located in the City of Cleveland, County of Cuyahoga, State of Ohio. The
Corporation may also have such other office or offices, and keep the books and
records of the Corporation, except as may otherwise be required by law, at such
other place or places, either within or without the State of Ohio, as the Board
of Directors may from time to time determine or the business of the Corporation
may require.

ARTICLE X

AMENDMENTS

These Regulations may only be amended, repealed, or altered or new
regulations may only be adopted (i) at a meeting of shareholders, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation on such proposal, or (ii) without a
meeting, by the written consent of the holders of shares entitling them to
exercise 100% of the voting power of the Corporation on such proposal.

It is the intent that these Regulations be enforced to the maximum extent
permitted by law. If in any judicial proceeding, a court shall refuse to enforce
any provision of these Regulations for the reason that such provision (or
portion thereof) is deemed to be unenforceable or invalid under applicable law,
then it is the intent that such otherwise unenforceable or invalid provision (or
portion thereof) be enforced and valid to the maximum extent permitted by
applicable law. The invalidity or unenforceability of any provision (or portion
thereof) of these Regulations shall not invalidate or render unenforceable any
other provision (or the balance of the otherwise enforceable or valid provision)
of these Regulations, as each provision (and portion thereof) is intended to be
severable.