\n| \n New York, New York 10179<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n AND EACH OF THE OTHER AGENTS LISTED
\nON SCHEDULE I<\/u> HERETO<\/p>\n<\/p>\n Ladies and Gentlemen:<\/p>\n<\/p>\n KeyCorp, an Ohio corporation (the “Company”), confirms its agreement with
\neach of you with respect to the issue and sale from time to time by the Company
\nof its Senior Medium-Term Notes, Series K and Subordinated Medium-Term Notes,
\nSeries L Due Nine Months or More From Date of Issue (the “Notes”) pursuant to
\nthe registration statement referred to below, upon notice to each of you
\n(individually, an “Agent,” and collectively, the “Agents,” which term shall
\ninclude any additional agents appointed pursuant to Section 13 hereof) and the
\nTrustees (defined below) as set forth in this Agreement. The Notes may be issued
\nas senior indebtedness (the “Senior Notes”) or as subordinated indebtedness (the
\n“Subordinated Notes”) of the Company. The Senior Notes will be issued under an
\nindenture, dated as of June 10, 1994 (as the same may be supplemented or amended
\nfrom time to time, the “Senior Indenture”), between the Company and Deutsche
\nBank Trust Company Americas, as successor to Bankers Trust Company, as Trustee
\n(the “Senior Trustee”), and the Subordinated Notes will be issued under an
\nindenture, dated as of June 10, 1994 (as the same may be supplemented or amended
\nfrom time to time, the “Subordinated Indenture”), between the Company and
\nDeutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as
\nTrustee (the “Subordinated Trustee”). The Senior Indenture and Subordinated
\nIndenture are herein sometimes collectively referred to individually as an
\n“Indenture” and collectively as “Indentures” and the Senior Trustee and
\nSubordinated Trustee are herein sometimes collectively referred to individually
\nas a “Trustee” and collectively as the “Trustees.” Wherever the terms
\n“Indenture” and “Trustee” are used with respect to a specific issuance of Notes
\nthey shall mean the Senior Indenture and Senior Trustee, in the case of an
\nissuance of unsecured and unsubordinated Notes, and the Subordinated Indenture
\nand Subordinated Trustee, in the case of an issuance of unsecured and
\nsubordinated Notes. The Notes shall have the maturities, interest rates,
\nredemption provisions, if any, and other terms set forth in the supplement to
\nthe Basic Prospectus referred to below. The Notes will be issued, and the terms
\nand rights thereof established, from time to time by the Company in accordance
\nwith the Indenture. This Agreement replaces and supersedes the Distribution
\nAgreement dated June 20, 2008 between the Company and the Agents (as such term
\nis defined therein).<\/p>\n<\/p>\n On the basis of the representations and warranties herein contained, but
\nsubject to the terms and conditions stated herein and to the reservation by the
\nCompany of the right to sell Notes directly to investors (other than
\nbroker-dealers, except as provided in Section 2(a)) on its own behalf, the
\nCompany hereby (i) appoints the Agents as the agents of the Company for the
\npurpose of soliciting and receiving offers to purchase Notes from the Company by
\nothers pursuant to Section 2(a) hereof and (ii) agrees that, except as otherwise
\ncontemplated herein, whenever it determines to sell Notes directly to any Agent
\nas principal, it will enter into a terms agreement (which shall be substantially
\nin the form of Exhibit A<\/u> hereto and which may take the form of an oral
\nagreement confirmed in writing or any exchange of any standard form of written
\ntelecommunication between you and the Company) or other separate agreement to
\nwhich you and the Company shall otherwise agree, relating to such sale in
\naccordance with the provisions of Section 2(b) hereof (any such terms agreement
\nor other separate agreement to which you and the Company shall otherwise agree
\nshall hereinafter be referred to as a “Terms Agreement”).<\/p>\n<\/p>\n The Company has prepared and filed a registration statement on Form S-3 ASR
\n(No. 333-174865), including a prospectus, relating to the Notes, with the
\nSecurities and Exchange Commission (the “Commission”) in accordance with the
\nprovisions of the Securities Act of 1933, as amended, and the rules and
\nregulations of the Commission thereunder (collectively, the “Securities Act”).
\nThe Company also has filed with, or proposes to file with, the Commission
\npursuant to Rule 424 under the Securities Act supplements to the Basic
\nProspectus included in the<\/p>\n<\/p>\n
\nRegistration Statement that will describe certain terms of the Notes. The
\nRegistration Statement, including the exhibits thereto, as amended to the
\nCommencement Date (as hereinafter defined) is hereinafter referred to as the
\n“Registration Statement” and the prospectus in the form in which it appears in
\nthe Registration Statement is hereinafter referred to as the “Basic Prospectus.”
\nThe Basic Prospectus as supplemented by the prospectus supplement or supplements
\n(each, a “Prospectus Supplement”) specifically relating to the Notes, including
\na Pricing Supplement (as defined below), in the form filed with, or transmitted
\nfor filing to, the Commission pursuant to Rule 424 under the Securities Act is
\nhereinafter referred to as the “Prospectus” (including any information included
\nin such Prospectus that was omitted from the Registration Statement at the time
\nit became effective but that is deemed to be part of and included in the
\nRegistration Statement pursuant to Rule 430B under the Act (the “Rule 430B
\nInformation”)). Any reference in this Agreement to the Registration Statement,
\nthe Basic Prospectus, any preliminary form of Prospectus (a “preliminary
\nprospectus”) or any Prospectus Supplement previously filed with the Commission
\nor the Prospectus shall be deemed to refer to and include the documents, if any,
\nincorporated by reference therein pursuant to Item 12 of Form S-3 under the
\nSecurities Act which were filed under the Securities Exchange Act of 1934, as
\namended, and the rules and regulations of the Commission thereunder
\n(collectively, the “Exchange Act”) on or before the date of this Agreement or
\nthe date of the Basic Prospectus or the Prospectus, as the case may be; and any
\nreference to “amend”, “amendment” or “supplement” with respect to the
\nRegistration Statement, the Basic Prospectus, any preliminary prospectus or the
\nProspectus, including any supplement to the Prospectus that sets forth only the
\nterms of a particular issue of the Notes (a “Pricing Supplement”), shall be
\ndeemed to refer to and include any documents filed under the Exchange Act after
\nthe date of this Agreement, or the date of the Basic Prospectus, any preliminary
\nprospectus, Prospectus Supplement or the Prospectus, as the case may be, which
\nare deemed to be incorporated by reference therein.<\/p>\n<\/p>\n 1. Representations<\/u>. The Company represents and warrants to, and agrees
\nwith, each Agent as of the Commencement Date (as hereinafter defined), as of
\neach date on which you solicit offers to purchase Notes, as of each date on
\nwhich the Company accepts an offer to purchase Notes (including any purchase by
\nan Agent as principal pursuant to a Terms Agreement or otherwise), as of each
\ndate the Company issues and sells Notes and as of each date the Registration
\nStatement or the Basic Prospectus is amended or supplemented, as follows (it
\nbeing understood that such representations and warranties shall be deemed to
\nrelate to the Registration Statement, the Basic Prospectus and the Prospectus,
\neach as amended or supplemented to each such date):<\/p>\n<\/p>\n (a) (1) The Registration Statement has been declared effective by the
\nCommission under the Securities Act; no stop order suspending the effectiveness
\nof the Registration Statement has been issued and no proceeding for that purpose
\nhas been instituted or, to the knowledge of the Company, threatened by the
\nCommission; (2) the Company meets the requirements for use of an automatically
\neffective shelf registration statement on Form S-3 under the Securities Act and
\nhas not been notified by the Commission of any objection to the use of the
\nautomatic shelf registration statement on Form S-3; and (3) other than any
\npreliminary prospectus, the Prospectus, and any document not constituting a
\nprospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the
\nSecurities Act, the Company (including its agents and representatives, other
\nthan Underwriters in their capacity as such) has not prepared, made, used,
\nauthorized, approved or referred to and will not prepare, make, use, authorize,
\napprove or refer to any “written communication” (as defined in Rule 405 under
\nthe Securities Act) that constitutes an offer to sell or solicitation of an
\noffer to buy any Notes (each such communication by the Company or its agents and
\nrepresentatives being referred to herein as an “Issuer Free Writing Prospectus”)
\nother than, in respect of any particular issue of Notes, (i) a term sheet agreed
\nbetween the Company and the relevant Agents containing solely a description of
\nthe offered Notes (a “Term Sheet”) and (ii) any written communication approved
\nin writing in advance by the relevant Agents (each such document being referred
\nto in clauses (i) and (ii) herein as a “Specified Issuer Free Writing
\nProspectus”).<\/p>\n<\/p>\n (b) (1)(i) At the respective times the Registration Statement and each
\namendment thereto became effective, including at each deemed effective date with
\nrespect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act and
\nat the Time of Delivery, the Registration Statement complied and will comply in
\nall material respects with the requirements of the Securities Act and the Trust
\nIndenture Act of 1939, as amended and the rules and regulations of the
\nCommission thereunder (collectively, the “Trust Indenture Act”); (ii) the Basic
\nProspectus and the Prospectus complied when filed with the Commission in all
\nmaterial respects with the rules and regulations under the Securities Act and
\nthe Trust Indenture Act; and (iii) each Prospectus Supplement and Specified
\nIssuer Free Writing Prospectus, if any, complied in all material respects with
\nthe Securities Act and has been filed or will be filed in accordance with the
\nSecurities Act (to the extent required thereby); and (2) (i) at the respective
\ntimes the Registration Statement and<\/p>\n<\/p>\n 2<\/p>\n \n
\neach amendment thereto became effective, including at each deemed effective
\ndate with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities
\nAct, and at the Commencement Date, the Registration Statement did not and will
\nnot contain an untrue statement of a material fact or omit to state a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading; (ii) as of any date on which the Company accepts an offer to
\npurchase Notes (the “Initial Sale Time”) and as of the time and date set forth
\nin the Terms Agreement relating to an issue of Notes or, when not otherwise
\nagreed to between the Company and the applicable Agents, the time and date when
\nan Agent first conveys to purchasers the pricing terms of an issue of Notes set
\nforth in the applicable Specified Issuer Free Writing Prospectus (the
\n“Applicable Time”), the Basic Prospectus, the Prospectus Supplements and the
\napplicable Specified Issuer Free Writing Prospectus(es), if any, all considered
\ntogether (collectively, the “General Disclosure Package”) did not contain any
\nuntrue statement of a material fact or omit to state any material fact necessary
\nin order to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading; and (iii) of its date and at the Time of
\nDelivery, the Prospectus did not and will not contain an untrue statement of a
\nmaterial fact or omit to state a material fact necessary in order to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading; provided, however<\/em>, that the Company makes no
\nrepresentations or warranties as to (i) that part of the Registration Statement
\nwhich shall constitute the Statement of Eligibility (Form T-1) under the Trust
\nIndenture Act of the Trustee or (ii) the information contained in or omitted
\nfrom the Registration Statement, the General Disclosure Package or the
\nProspectus or any amendment thereof or supplement thereto in reliance upon and
\nin conformity with information furnished in writing to the Company by or on
\nbehalf of any Agent specifically for use in connection with the preparation of
\nthe Registration Statement, the General Disclosure Package and such Prospectus.\n<\/p>\n<\/p>\n(c) The documents incorporated by reference in the Basic Prospectus and the
\nProspectus, when they became effective or were filed with the Commission, as the
\ncase may be, comply, or will comply, as the case may be, in all material
\nrespects to the requirements of the Securities Act or the Exchange Act, as
\napplicable, and the rules and regulations of the Commission thereunder, as
\napplicable, and none of such documents contained an untrue statement of a
\nmaterial fact or omitted to state a material fact required to be stated therein
\nor necessary to make the statements therein not misleading; and any further
\ndocuments so filed and incorporated by reference in the Basic Prospectus and the
\nProspectus, or any amendment or supplement thereto, when such documents become
\neffective or are filed with the Commission, as the case may be, will conform in
\nall material respects to the requirements of the Securities Act or the Exchange
\nAct, as applicable, and the rules and regulations of the Commission thereunder,
\nas applicable, and will not contain an untrue statement of a material fact or
\nomit to state a material fact required to be stated therein or necessary to make
\nthe statements therein not misleading.<\/p>\n<\/p>\n (d) (i) At the time of filing the Registration Statement, (ii) at the time of
\nthe most recent amendment thereto for the purposes of complying with Section
\n10(a)(3) of the Securities Act (whether such amendment was by post-effective
\namendment, incorporated report filed pursuant to Sections 13 or 15(d) of the
\nExchange Act or form of prospectus), (iii) at the time the Company or any person
\nacting on its behalf (within the meaning, for this clause only, of Rule 163(c)
\nunder the Securities Act) made any offer relating to the Securities in reliance
\non the exemption in Rule 163 under the Securities Act, and (iv) at the Initial
\nSale Time, the Company was or is (as the case may be) a “well-known seasoned
\nissuer” as defined in Rule 405 under the Securities Act. The Company agrees to
\npay any fees required by the Commission relating to the Securities within the
\ntime required by Rule 456(b)(1) under the Securities Act without regard to the
\nproviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
\nthe Securities Act.<\/p>\n<\/p>\n (e) (i) At the earliest time after the filing of the Registration Statement
\nthat the Company or another offering participant made a bona fide
\n<\/em>offer (within the meaning of Rule 164(h)(2) under the Securities Act of the
\nSecurities and (ii) as of the Initial Sale Time, the Company was not and is not
\nan Ineligible Issuer (as defined in Rule 405), without taking account of any
\ndetermination by the Commission pursuant to Rule 405 that it is not necessary
\nthat the Company be considered an Ineligible Issuer.<\/p>\n<\/p>\n(f) Each Specified Issuer Free Writing Prospectus and the Term Sheet does not
\ninclude any information that conflicts with the information contained in the
\nRegistration Statement, including any document incorporated therein by reference
\nand any prospectus supplement deemed to be a part thereof that has not been
\nsuperseded or modified. The foregoing sentence does not apply to statements in
\nor omissions from any Specified Issuer Free Writing Prospectus based upon and in
\nconformity with written information furnished to the Company by any Agent
\nspecifically for use therein.<\/p>\n<\/p>\n 3<\/p>\n \n
\n(g) The financial statements and the supporting schedules included or
\nincorporated by reference in the Registration Statement, the General Disclosure
\nPackage and the Prospectus present fairly the financial position of the Company
\nand its subsidiaries on a consolidated basis, as at the dates indicated, and the
\nrespective results of operations for the periods specified, in conformity with
\ngenerally accepted accounting principles applied on a consistent basis during
\nthe periods involved.<\/p>\n<\/p>\n (h) (i) The Company has been duly organized and is validly existing as a
\ncorporation in good standing under the laws of the State of Ohio, with power and
\nauthority (corporate and other) to own its properties and conduct its business
\nas described in the Registration Statement, the General Disclosure Package and
\nthe Prospectus, and is duly registered as a bank holding company under the Bank
\nHolding Company Act of 1956, as amended, and has been duly qualified as a
\nforeign corporation for the transaction of business and is in good standing
\nunder the laws of each jurisdiction in which it owns or leases properties, or
\nconducts any business, so as to require such qualification, other than where the
\nfailure to be so qualified or in good standing, considering all such cases in
\nthe aggregate, does not involve a material risk to the business, properties,
\nfinancial position or results of operations of the Company and its subsidiaries;
\n(ii) KeyBank National Association (“KeyBank”), its national bank subsidiary, is
\na duly organized and validly existing national banking association under the
\nlaws of the United States, continues to hold a valid certificate to do business
\nas such and has full power and authority to conduct its business as such; each
\nof its other significant subsidiaries, as defined in Regulation S-X (the
\n“Significant Subsidiaries”), is duly organized and validly existing under the
\nlaws of the jurisdiction of its organization with corporate power and authority
\nunder such laws to conduct its business; and (iii) all of the outstanding shares
\nof capital stock of each such subsidiary have been duly authorized and validly
\nissued, are fully paid and non-assessable (except, with respect to any
\nsubsidiary that is a national bank, as provided by Section 55 of Title 12 of the
\nUnited States Code).<\/p>\n<\/p>\n (i) Each of this Agreement and any applicable Terms Agreement has been or
\nwill be duly authorized, executed and delivered by the Company.<\/p>\n<\/p>\n (j) The Notes have been or will be duly authorized and established in
\nconformity with the provisions of the relevant Indenture and any applicable
\nTerms Agreement, and, when issued and delivered in accordance with the Indenture
\nand delivered to and paid for by the purchasers thereof in accordance with this
\nAgreement and any applicable Terms Agreement, will have been duly executed,
\nissued and delivered by the Company and will constitute valid and binding
\nobligations of the Company enforceable in accordance with their terms subject,
\nas to enforcement, to bankruptcy, insolvency, reorganization and other similar
\nlaws of general applicability relating to or affecting creditors153 rights and to
\ngeneral equity principles and will be entitled to the benefits provided by the
\nIndentures, the Indentures have been duly authorized, executed and delivered by
\nthe Company and qualified under the Trust Indenture Act and constitute valid and
\nbinding instruments enforceable in accordance with their terms subject, as to
\nenforcement, to bankruptcy, insolvency, reorganization and other similar laws of
\ngeneral applicability relating to or affecting creditors153 rights and to general
\nequity principles; and the Indentures conform, and the Notes of any particular
\nissuance of Notes will conform in all material respects, to the summary
\ndescriptions thereof in the Registration Statement, the General Disclosure
\nPackage and the Prospectus, as amended or supplemented to relate to such
\nissuance of Notes.<\/p>\n<\/p>\n (k) The execution and delivery by the Company of this Agreement, the Notes,
\nthe Indentures and any applicable Terms Agreement, the issue and sale of the
\nNotes and the performance by the Company of all of its obligations under this
\nAgreement, the Notes, the Indentures and any Terms Agreement, does not require
\nany consent, approval, authorization or order of any court or governmental
\nagency, that has not been obtained or as may be required under state blue sky
\nlaws, and the consummation of the transactions herein and therein contemplated
\nwill not conflict with or result in a breach of any of the terms or provisions
\nof, or constitute a default under, any indenture, mortgage, deed of trust, loan
\nagreement or other material agreement or instrument to which the Company or any
\nof its subsidiaries is a party or by which the Company or any of its
\nsubsidiaries is bound or to which any of the property or assets of the Company
\nor any of its subsidiaries is subject, nor will such action contravene or result
\nin any violation of the provisions of the Amended and Restated Articles of
\nIncorporation or the Regulations of the Company or any applicable statute, rule
\nor regulation or to the best of its knowledge, any order of any court or
\ngovernmental agency or body having jurisdiction over the Company, its
\nsubsidiaries or any of their respective properties.<\/p>\n<\/p>\n 4<\/p>\n \n
\n(l) To the knowledge of the Company and except as set forth in the
\nProspectus, there is no threatened action, suit or proceeding that could
\nreasonably be expected to result in any material adverse change in the condition
\n(financial or other), business or results of operations of the Company and its
\nsubsidiaries, or could reasonably be expected to materially and adversely affect
\nthe properties or assets thereof.<\/p>\n<\/p>\n (m) Since the respective dates as of which information is given in the
\nRegistration Statement, the General Disclosure Package and the Prospectus, there
\nhas not been any material adverse change in the condition (financial or other),
\nbusiness or results of operations of the Company and its subsidiaries, otherwise
\nthan as set forth or contemplated in the Prospectus.<\/p>\n<\/p>\n (n) The Company is not and, after giving effect to the offering and sale of
\nthe Notes and the application of the proceeds thereof as described in the
\nGeneral Disclosure Package and the Prospectus, will not be an “investment
\ncompany” as defined in the Investment Company Act of 1940, as amended (the
\n“Investment Company Act”).<\/p>\n<\/p>\n (o) Immediately after any sale of Notes by the Company hereunder or under any
\napplicable Terms Agreement, the aggregate amount of Notes which shall have been
\nissued and sold by the Company hereunder or under any Terms Agreement and of any
\nsecurities of the Company (other than the Notes) that shall have been issued and
\nsold pursuant to the Registration Statement will not exceed the amount of
\nsecurities registered under the Registration Statement.<\/p>\n<\/p>\n (p) Neither the Company nor any of its subsidiaries nor, to the knowledge of
\nthe Company, any director, officer, agent, employee or affiliate of the Company
\nor any of its subsidiaries is aware of or has taken any action, directly or
\nindirectly, that would result in a violation by such persons of the Foreign
\nCorrupt Practices Act of 1977, as amended, and the rules and regulations
\nthereunder (the “FCPA”), including, without limitation, making use of the mails
\nor any means or instrumentality of interstate commerce corruptly in furtherance
\nof an offer, payment, promise to pay or authorization of the payment of any
\nmoney, or other property, gift, promise to give, or authorization of the giving
\nof anything of value to any “foreign official” (as such term is defined in the
\nFCPA) or any foreign political party or official thereof or any candidate for
\nforeign political office, in contravention of the FCPA; and the Company, its
\nsubsidiaries and, to the knowledge of the Company, its affiliates have conducted
\ntheir businesses in compliance with the FCPA and have instituted and maintain
\npolicies and procedures designed to ensure, and which are reasonably expected to
\ncontinue to ensure, continued compliance therewith.<\/p>\n<\/p>\n (q) To the best knowledge of the Company, the operations of the Company and
\nits subsidiaries are currently in compliance with applicable financial
\nrecordkeeping and reporting requirements and the money laundering statutes and
\nthe rules and regulations thereunder and any related or similar rules,
\nregulations or guidelines, issued, administered or enforced by any applicable
\ngovernmental agency (collectively, the “Money Laundering Laws”) and no action,
\nsuit or proceeding by or before any court or governmental agency, authority or
\nbody or any arbitrator involving the Company or any of its subsidiaries with
\nrespect to the Money Laundering Laws is pending or, to the best knowledge of the
\nCompany, threatened.<\/p>\n<\/p>\n (r) Neither the Company nor any of its subsidiaries nor, to the knowledge of
\nthe Company, any director, officer, agent, employee or affiliate of the Company
\nor any of its subsidiaries is currently subject to any sanctions administered by
\nthe Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
\nand the Company will not directly or indirectly use the proceeds of the
\noffering, or lend, contribute or otherwise make available such proceeds to any
\nsubsidiary, joint venture partner or other person or entity, for the purpose of
\nfinancing the activities of any person currently subject to any U.S. sanctions
\nadministered by OFAC.<\/p>\n<\/p>\n (s) The Company and each of its subsidiaries maintain a system of internal
\naccounting controls sufficient to provide reasonable assurance that (i)
\ntransactions are executed in accordance with management153s general or specific
\nauthorizations; (ii) transactions are recorded as necessary to permit
\npreparation of financial statements in conformity with generally accepted
\naccounting principles and to maintain asset accountability; (iii) access to
\nassets is permitted only in accordance with management153s general or specific
\nauthorization; and (iv) the recorded accountability for assets is compared with
\nthe existing assets at reasonable intervals and appropriate action is taken with
\nrespect to any differences. The Company and its subsidiaries153 internal controls
\nover financial reporting are effective and the Company and its subsidiaries are
\nnot aware of any material weakness in their internal controls over financial
\nreporting.<\/p>\n<\/p>\n 5<\/p>\n \n
\n(t) The Company has established and maintains disclosure controls and
\nprocedures (as defined in Rules 13a-15e and 15d-15e under the Exchange Act) and
\nsuch controls and procedures are effective in ensuring that material information
\nrelating to the Company, including its subsidiaries, is made known to the
\nprincipal executive officer and the principal financial officer; and the Company
\nhas utilized such controls and procedures in preparing and evaluating the
\ndisclosures in the General Disclosure Package and the Prospectus.<\/p>\n<\/p>\n (u) There is and has been no failure on the part of the Company and to the
\nbest of its knowledge any of the Company153s directors or officers, in their
\ncapacities as such, to comply with any provision of the Sarbanes-Oxley Act of
\n2002 and the rules and regulations promulgated in connection therewith (the
\n“Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302
\nand 906 relating to certifications.<\/p>\n<\/p>\n 2. Solicitations as Agent; Purchases as Principal<\/u>. (a)
\nSolicitations as Agent<\/u>. On the basis of the representations and
\nwarranties herein contained, but subject to the terms and conditions herein set
\nforth, each of the Agents hereby severally and not jointly agrees, as agent of
\nthe Company, to use its reasonable efforts to solicit offers to purchase the
\nNotes from the Company upon the terms and conditions set forth in the General
\nDisclosure Package and the Prospectus. So long as this Agreement shall remain in
\neffect with respect to any Agent, the Company shall not, without the consent of
\nsuch Agent, solicit or accept offers to purchase, or sell, Notes or any other
\ndebt securities with a maturity at the time of original issuance of 9 months or
\nmore except pursuant to this Agreement and any Terms Agreement, or except
\npursuant to a private placement not constituting a public offering under the
\nSecurities Act or except in connection with a firm commitment underwriting
\npursuant to an underwriting agreement that does not provide for a continuous
\noffering of medium-term debt securities. However, the Company reserves the right
\nto sell, and may solicit and accept offers to purchase, Notes directly on its
\nown behalf to investors (other than broker-dealers, except to the extent set
\nforth in the next succeeding sentence). The Company may also sell Notes to an
\nAgent acting as principal for its own account or for resale to one or more
\ninvestors. The Company may from time to time offer Notes for sale otherwise than
\nthrough an Agent; provided, however<\/em>, that so long as this Agreement
\nshall be in effect the Company shall not solicit or accept offers to purchase
\nNotes through any agent other than an Agent without amending this Agreement to
\nappoint such agent an additional Agent hereunder on the same terms and
\nconditions as provided herein for the Agents and without giving the Agents prior
\nnotice of such appointment; except, that if from time to time the Company is
\napproached by a prospective agent offering to solicit a specific purchase of
\nNotes, the Company may engage such agent with respect to such specific purchase,
\nonly if, (i) such agent is engaged on terms substantially similar (including the
\nsame commission schedule as set forth herein) to the applicable terms of this
\nAgreement (without being required to become a party hereto) and (ii) the Agents
\nare given notice of such purchase promptly, in each case after the purchase is
\nagreed to.<\/p>\n<\/p>\nThe Company reserves the right, in its sole discretion, to instruct the
\nAgents to suspend at any time, for any period of time or permanently, the
\nsolicitation of offers to purchase Notes. Upon receipt of at least one business
\nday153s prior notice from the Company, each Agent will suspend solicitation of
\noffers to purchase Notes from the Company until such time as the Company has
\nadvised such Agent or Agents that such solicitation may be resumed.<\/p>\n<\/p>\n Each purchase of Notes shall be (i) at a discount from the principal amount
\nof such Notes as agreed between the Company and such Agent or (ii) as otherwise
\nagreed between the Company and such Agent.<\/p>\n<\/p>\n The Agents are authorized to solicit offers to purchase Notes only in the
\nprincipal amount of $1,000 (or, in the case of Notes not denominated in U.S.
\ndollars, the equivalent thereof in the applicable foreign currency or composite
\ncurrency, rounded down to the nearest 1,000 units of such foreign currency or
\ncomposite currency) or any amount in excess thereof which is an integral
\nmultiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars,
\n1,000 units of such foreign currency or composite currency). Each Agent shall
\ncommunicate to the Company, orally or in writing, each offer to purchase Notes
\nreceived by such Agent as agent that in its judgment should be considered by the
\nCompany. The Company shall have the sole right to accept offers to purchase the
\nNotes and may reject any such offer in whole or in part. Each Agent shall have
\nthe right, in its sole discretion, to reject any offer to purchase Notes, as a
\nwhole or in part, that it considers to be unacceptable and any such rejection
\nshall not be deemed a breach of its agreements herein contained. The procedural
\ndetails relating to the issue and delivery of Notes sold by an Agent as agent
\nand the payment therefor are set forth in the Administrative Procedures (as
\nhereinafter defined).<\/p>\n<\/p>\n 6<\/p>\n \n
\n(b) Purchase as Principal<\/u>. Each sale of Notes to any Agent as
\nprincipal shall be made in accordance with the terms of this Agreement and
\n(unless such Agent shall otherwise agree) a Terms Agreement which will provide
\nfor the sale of such Notes to, and the purchase and reoffering thereof by, such
\nAgent.<\/p>\n<\/p>\n The commitment of any Agent to purchase Notes as principal, whether pursuant
\nto any Terms Agreement or otherwise, shall be deemed to have been made on the
\nbasis of the representations and warranties (made or deemed to have been made as
\nof the date of the Terms Agreement and as of the Time of Delivery (as defined
\nbelow)) of the Company herein contained and shall be subject to the terms and
\nconditions set forth herein and in the applicable Terms Agreement. Each Terms
\nAgreement by an Agent to purchase Notes as principal (pursuant to a Terms
\nAgreement or otherwise) shall specify the principal amount of Notes to be
\npurchased by such Agent pursuant thereto, the price to be paid to the Company
\nfor such Notes, the maturity date of such Notes, the interest rate or interest
\nrate basis, if any, applicable to such Notes, any other terms of such Notes, the
\ntime and date and place of delivery of and payment for such Notes (the time and
\ndate of any and each such delivery and payment, the “Time of Delivery”), any
\nprovisions relating to rights of underwriters acting together with such Agent in
\nthe reoffering of Notes, and, except as otherwise indicated in such Terms
\nAgreement, shall require the delivery of opinions of counsel, accountants153
\nletters and officers153 certificates pursuant to Section 6 hereof. Unless
\notherwise specified in a Terms Agreement, the procedural details relating to the
\nissue and delivery of Notes purchased by an Agent as principal and the payment
\ntherefor shall be as set forth in the Administrative Procedures.<\/p>\n<\/p>\n Unless otherwise specified in a Terms Agreement, if you are purchasing Notes
\nas principal you may resell such Notes to other dealers or to investors and
\nother purchasers. Any such sales to other dealers may be at a discount, which
\nshall not exceed the amount set forth in the Pricing Supplement relating to such
\nNotes. Any such sales to investors and other purchasers may be at prevailing
\nmarket prices, or prices related thereto at the time of such resale, at
\nnegotiated prices or otherwise, as determined by the Agent.<\/p>\n<\/p>\n If the Company and two or more Agents enter into an agreement pursuant to
\nwhich such Agents agree to purchase Notes from the Company as principal and one
\nor more of such Agents shall fail at the Time of Delivery to purchase the Notes
\nwhich it or they are obligated to purchase (the “Defaulted Notes”), then the
\nnondefaulting Agents shall have the right, within 24 hours thereafter, to make
\narrangements for one of them or one or more other Agents or underwriters to
\npurchase all, but not less than all, of the Defaulted Notes in such amounts as
\nmay be agreed upon and upon the terms herein set forth; provided, however, that
\nif such arrangements shall not have been completed within such 24-hour period;
\nthen:<\/p>\n<\/p>\n (i) if the aggregate principal amount of Defaulted Notes does not exceed 10%
\nof the aggregate principal amount of Notes to be so purchased by all of such
\nAgents at the Time of Delivery, the nondefaulting Agents shall be obligated,
\nseverally and not jointly, to purchase the full amount thereof in the
\nproportions that their respective initial purchase obligations bear to the
\npurchase obligations of all nondefaulting Agents; or<\/p>\n<\/p>\n (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the
\naggregate principal amount of Notes to be so purchased by all of such Agents at
\nthe Time of Delivery, such agreement shall terminate without liability on the
\npart of any nondefaulting Agent.<\/p>\n<\/p>\n No action taken pursuant to this paragraph shall relieve any defaulting Agent
\nfrom liability in respect of its default. Any such defaulting Agent shall
\nreimburse the Company, within 15 days of the receipt by such defaulting Agent of
\nan invoice from the Company, for any duly documented reasonable expenses
\nincurred by the Company as a result of the default by such defaulting Agent. In
\nthe event of any such default which does not result in a termination of such
\nagreement, either the nondefaulting Agents or the Company shall have the rights
\nto postpone the Time of Delivery for a period not exceeding seven days in order
\nto effect any required changes in the Registration Statement or the Prospectus
\nor in any other documents or arrangements.<\/p>\n<\/p>\n (c) Obligations Several<\/u>. The Company acknowledges that the obligations
\nof the Agents are several and not joint and, subject to the provisions of this
\nSection 2, each Agent shall have complete discretion as to the manner in which
\nit solicits purchasers for the Notes and as to the identity thereof.<\/p>\n<\/p>\n (d) Administrative Procedures<\/u>. The Agents and the Company agree to
\nperform their respective duties and obligations specifically provided to be
\nperformed in the Medium-Term Notes Administrative Procedures (the<\/p>\n<\/p>\n 7<\/p>\n \n
\n“Administrative Procedures”) attached hereto as Exhibit B<\/u>, as the same
\nmay be amended from time to time. The Administrative Procedures may be amended
\nonly by written agreement of the Company and the Agents.<\/p>\n<\/p>\n 3. Commencement Date<\/u>. The documents required to be delivered pursuant
\nto Section 6 hereof on the Commencement Date (as defined below) or as a
\ncondition precedent to your obligation to begin soliciting offers to purchase
\nNotes as agent of the Company shall be delivered to the Agents at the offices of
\nJones Day, 222 East 41st<\/sup> Street, New York, New York, at 11:00 A.M.,
\nNew York City time, on the date of this Agreement, which date and time of such
\ndelivery may be postponed by agreement between the Agents and the Company but in
\nno event shall be later than the day prior to the date on which solicitation of
\noffers to purchase Notes is commenced or the first date on which the Company
\naccepts an offer by any Agent to purchase Notes as principal (such time and date
\nbeing referred to herein as the “Commencement Date”).<\/p>\n<\/p>\n4. Covenants of the Company<\/u>. The Company covenants and agrees with
\neach Agent: (a) (i) To make no amendment or supplement to the Registration
\nStatement or the Prospectus prior to the termination of the offering of the
\nNotes pursuant to this Agreement or any Terms Agreement which shall be
\nreasonably disapproved by any Agent after reasonable opportunity to comment
\nthereon, provided, however<\/em>, that the foregoing shall not apply to any
\nof the Company153s periodic filings with the Commission described in subsection
\n(iii) below, copies of which filings the Company will cause to be delivered to
\nthe Agents promptly after their transmission to the Commission for filing; (ii)
\nsubject to the foregoing clause (i), (A) promptly to cause each Prospectus
\nSupplement to be filed with or transmitted for filing to the Commission in
\naccordance with Rule 424(b) under the Securities Act, (B) to prepare, with
\nrespect to any Notes to be sold through or to such Agent pursuant to this
\nAgreement, a Pricing Supplement with respect to such Notes in a form previously
\napproved by such Agent and to file such Pricing Supplement in accordance with
\nRule 424(b) under the Securities Act, and (C) if agreed between the Company and
\nsuch Agent, to prepare a Term Sheet, to file such Term Sheet in accordance with
\nRule 433(d) and promptly to file all material required to be filed by the
\nCompany with the Commission pursuant to Rule 433(d); and (iii) promptly to file
\nall reports and any definitive proxy or information statements required to be
\nfiled by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
\n15(d) of the Exchange Act for so long as the delivery of a prospectus is
\nrequired in connection with the offering or sale of the Notes. The Company will
\npromptly advise each Agent (A) of the filing of any amendment or supplement to
\nthe Prospectus or any amendment to the Registration Statement and of the
\neffectiveness of any such amendment to the Registration Statement; (B) of the
\nreceipt of any comments from the Commission with respect to the Registration
\nStatement, the Prospectus, a Prospectus Supplement or any document filed
\npursuant to the Exchange Act that is incorporated by reference in the
\nProspectus; (C) of the issuance by the Commission of any stop order suspending
\nthe effectiveness of the Registration Statement; of the suspension of the
\nqualification of the Notes for offering or sale in any jurisdiction, or the
\ninstitution or threatening of any proceeding for any such purpose, or of any
\nrequest by the Commission for any amendment or supplement of the Registration
\nStatement or Prospectus or for additional information relating thereto or to any
\ndocument incorporated by reference in the Prospectus; and (D) of the receipt by
\nthe Company of any notification with respect to any suspension of the
\nqualification of the Notes for offering or sale in any jurisdiction, or the
\ninitiation or threatening of any proceeding for any such purpose. The Company
\nagrees to use every reasonable effort to prevent the issuance of any such stop
\norder or of any order suspending any such qualification and, if issued, to use
\nevery reasonable effort to obtain the lifting thereof at the earliest possible
\nmoment. If the Basic Prospectus is amended or supplemented as a result of the
\nfiling under the Exchange Act of any document incorporated by reference in the
\nProspectus, no Agent shall be obligated to solicit offers to purchase Notes so
\nlong as it is not reasonably satisfied with such document.<\/p>\n<\/p>\n(b) To use its reasonable best efforts to qualify the Notes for offer and
\nsale under the securities or Blue Sky laws of such jurisdictions as the Agents
\nshall reasonably request and to continue such qualification in effect so long as
\nreasonably required in connection with the distribution of the Notes and to pay
\nall fees and expenses (including fees and disbursements of counsel to the
\nAgents) reasonably incurred in connection with such qualification and in
\nconnection with the determination of the eligibility of the Notes for investment
\nunder the laws of such jurisdictions as such Agent may reasonably designate;
\nprovided, however, <\/em>that the Company shall not be required to file a
\ngeneral consent to service of process or to qualify as a foreign corporation or
\nas a dealer in securities in any jurisdiction in which it is not so qualified or
\nto subject itself to taxation in respect of doing business in any jurisdiction
\nin which it is not otherwise so subject. The Company will file such statements
\nand reports as may be required by the laws of each jurisdiction in which the
\nNotes have been qualified as above provided.<\/p>\n<\/p>\n8<\/p>\n \n
\n(c) To furnish each Agent and counsel to the Agents, at the expense of the
\nCompany, a signed copy of the Registration Statement (as originally filed) and
\neach amendment thereto, in each case including exhibits and documents
\nincorporated by reference therein and, during the period mentioned in paragraph
\n(d) below, to furnish each Agent as many copies of the General Disclosure
\npackage and the Prospectus (including all amendments and supplements thereto)
\nand documents incorporated by reference therein as such Agent may reasonably
\nrequest.<\/p>\n<\/p>\n (d) If at any time when a prospectus relating to the Notes is required to be
\ndelivered under the Securities Act, any event shall occur as a result of which,
\nin the opinion of counsel for the Agents or counsel for the Company, the
\nProspectus would include an untrue statement of a material fact or omit to state
\nany material fact necessary in order to make the statements therein, in the
\nlight of the circumstances under which they were made not misleading, or, if in
\nthe opinion of either such counsel, it is necessary at any time to amend or
\nsupplement the Registration Statement or the Prospectus to comply with the
\nrequirements of the Securities Act, or if at any time following the issuance of
\nan Issuer Free Writing Prospectus, any event shall occur or condition exist as a
\nresult of which such Issuer Free Writing Prospectus conflicted or included or
\nwould include an untrue statement of a material fact or omitted or would omit to
\nstate a material fact necessary in order to make the statements therein, in the
\nlight of the circumstances at that subsequent time, not misleading, to
\nimmediately notify the Agents by telephone (with confirmation in writing) and
\nrequest each Agent (i) in its capacity as agent of the Company, to suspend
\nsolicitation of offers to purchase Notes from the Company (and, if so notified,
\nsuch Agent shall cease such solicitations and cease using the Prospectus as soon
\nas practicable, but in any event not later than one business day later); and
\n(ii) to cease sales of any Notes such Agent may then own as principal. If the
\nCompany shall decide to amend or supplement the Registration Statement, the
\nProspectus or the Issuer Free Writing Prospectus, it shall so advise each Agent
\npromptly by telephone (with confirmation in writing) and, at its expense, shall
\nprepare and cause to be filed promptly with the Commission an amendment or
\nsupplement to the Registration Statement, the Prospectus or the Issuer Free
\nWriting Prospectus, reasonably satisfactory in all respects to the Agents, that
\nwill correct such statement or omission or effect such compliance and will
\nsupply such amended or supplemented Prospectus to the Agents in such quantities
\nas you may reasonably request. Notwithstanding the foregoing, if there is
\nincorrect information in the written information furnished by the Agent or
\nAgents to the Company for use in the Prospectus and if such Prospectus is
\nrequired to be reprinted, then the expense of reprinting such Prospectus shall
\nbe borne, severally, by the Agent or Agents who shall have furnished such
\nincorrect information. If any such amendment or supplement and any documents and
\ncertificates furnished to the Agents pursuant to Section 4(e) in connection with
\nthe preparation and filing of such amendment or supplement are reasonably
\nsatisfactory in all respects to the Agents, upon the filing with the Commission
\nof such amendment or supplement to the Registration Statement, the Prospectus or
\nIssuer Free Writing Prospectus, the Agents will resume the solicitation of
\noffers to purchase Notes hereunder. Notwithstanding any other provision of this
\nSection 4(d), until the distribution of any Notes any Agent may own as principal
\nhas been completed or in the event such Agent, in the opinion of its counsel, is
\notherwise required to deliver a prospectus in respect of a transaction in the
\nNotes, if any event described in this Section 4(d) occurs the Company will, at
\nits own expense, promptly prepare and file with the Commission an amendment or
\nsupplement, satisfactory in all respects to such Agent, that will correct such
\nstatement or omission or effect such compliance, will supply such amended or
\nsupplemented Prospectus to such Agent in such quantities as such Agent may
\nreasonably request and shall furnish to such Agent pursuant to Section 4(e) such
\ndocuments and certificates as it may request in connection with the preparation
\nand filing of such amendment or supplement.<\/p>\n<\/p>\n (e) To furnish to the Agents during the term of this Agreement such relevant
\ndocuments and certificates of officers of the Company relating to the business,
\noperations and affairs of the Company, the Registration Statement, the General
\nDisclosure Package, the Prospectus, any amendments or supplements thereto, the
\nIndentures, the Notes, this Agreement, the Administrative Procedures, any
\napplicable Terms Agreement and the performance by the Company of its obligations
\nhereunder or thereunder as the Agents may from time to time reasonably request.\n<\/p>\n<\/p>\n (f) To suspend solicitation of purchases of the Notes, and to notify the
\nAgents promptly in writing of such suspension, upon receiving notice from any
\n“nationally recognized statistical rating organization,” as such term is defined
\nfor purposes of Rule 436(g)(2) under the Securities Act, of (i) any intended or
\npotential downgrading or (ii) any review or possible change that does not
\nindicate an improvement in the rating accorded any of the securities of, or
\nguaranteed by, the Company.<\/p>\n<\/p>\n (g) To make generally available to its security holders (as defined in Rule
\n158 under the Securities Act) and to such Agent as soon as practicable but not
\nlater than 45 days after the close of each the first three fiscal quarters of\n<\/p>\n<\/p>\n 9<\/p>\n \n
\neach fiscal year and 90 days after the close of each fiscal year, earnings
\nstatements which shall satisfy the provisions of Section 11(a) of the Securities
\nAct and Rule 158 under the Securities Act covering periods of at least 12 months
\nbeginning in each case with the first day of the fiscal quarter of the Company
\noccurring after the “effective date” (as defined in Rule 158) of the
\nRegistration Statement with respect to each sale of Notes.<\/p>\n<\/p>\n (h) So long as any Notes are outstanding, to furnish to such Agent copies of
\nall reports or other communications (financial or other) furnished to holders of
\nthe Notes and copies of all annual reports, quarterly reports and current
\nreports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other
\nsimilar forms as may be designated by the Commission, and all material reports
\nor other communications (financial or other) furnished to or filed with any
\nnational securities exchange on which any class of securities of the Company is
\nlisted.<\/p>\n<\/p>\n (i) That, from the date of any applicable Terms Agreement with such Agent or
\nother agreement by such Agent to purchase Notes as principal with a maturity of
\none year or longer and continuing to and including the business day following
\nthe related Time of Delivery, not to offer, sell, contract to sell or otherwise
\ndispose of any debt securities of or guaranteed by the Company which are
\ndenominated in the same currency as such Notes and with a maturity of one year
\nor longer, without the prior written consent of such Agent.<\/p>\n<\/p>\n 5. Costs and Expenses<\/u>. The Company covenants and agrees with each
\nAgent that the Company will, whether or not any sale of Notes is consummated,
\npay all costs and expenses incident to the performance of its obligations
\nhereunder and under any applicable Terms Agreement, including without limiting
\nthe generality of the foregoing, all costs and expenses: (i) incident to the
\npreparation, issuance, execution, authentication and delivery of the Notes; (ii)
\nincident to the preparation, printing and filing under the Securities Act of the
\nRegistration Statement, the General Disclosure Package, the Prospectus and any
\npreliminary prospectus (including in each case all exhibits, amendments and
\nsupplements thereto); (iii) the fees and disbursements of the Company153s counsel
\nand accountants and of the Trustee and its counsel; (iv) incurred in connection
\nwith the registration or qualification and determination of eligibility for
\ninvestment of the Notes under the laws of such jurisdictions as the Agents (or
\nin connection with any Terms Agreement, the applicable Agent) may designate
\n(including fees of counsel for the Agents (or such Agent) and their
\ndisbursements); (v) in connection with the listing of the Notes on any stock
\nexchange; (vi) related to any filing with the Financial Industry Regulatory
\nAuthority, Inc.; (vii) in connection with the printing (including word
\nprocessing and duplication costs) and delivery of this Agreement, the Indenture,
\nany Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the
\nAgents and dealers of copies of the Registration Statement, the General
\nDisclosure Package and the Prospectus, including mailing and shipping, as herein
\nprovided; (viii) payable to rating agencies in connection with the rating of the
\nNotes; (ix) the reasonable fees and disbursements of counsel for the Agents
\nincurred in connection with the offering and sale of the Notes, including any
\nopinions to be rendered by such counsel hereunder; and (x) any advertising and
\nout-of-pocket expenses incurred by the Agents.<\/p>\n<\/p>\n 6. Conditions<\/u>. The obligation of any Agent, as agent of the Company,
\nat any time (“Solicitation Time”) to solicit offers to purchase the Notes, the
\nobligation of any Agent to purchase Notes as principal pursuant to any Terms
\nAgreement or otherwise, and the obligation of any other purchaser to purchase
\nNotes shall in each case be subject: (1) to the condition that all
\nrepresentations and warranties of the Company herein and all statements of
\nofficers of the Company made in any certificate furnished pursuant to the
\nprovisions hereof are accurate (i) in the case of an Agent153s obligation to
\nsolicit offers to purchase Notes, at and as of such Solicitation Time and (ii)
\nin the case of any Agent153s or any other purchaser153s obligation to purchase
\nNotes, at and as of the time the Company accepts the offer to purchase such
\nNotes and, as the case may be, at and as of the related Time of Delivery or time
\nof purchase; (2) to the condition that at or prior to such Solicitation Time,
\ntime of acceptance, Time of Delivery or time of purchase, as the case may be,
\nthe Company shall have complied with all its agreements and all conditions on
\nits part to be performed or satisfied hereunder; and (3) to the following
\nadditional conditions when and as specified:<\/p>\n<\/p>\n (a) Prior to such Solicitation Time or corresponding Time of Delivery or time
\nof purchase, as the case may be:<\/p>\n<\/p>\n (i) the Prospectus as amended or supplemented (including, if applicable, the
\nPricing Supplement) with respect to such Notes shall have been filed with the
\nCommission pursuant to Rule 424(b) under the Securities Act within the
\napplicable time period prescribed for such filing by the rules and regulations
\nunder the Securities Act; no<\/p>\n<\/p>\n 10<\/p>\n \n
\nstop order suspending the effectiveness of the Registration Statement shall
\nhave been issued and no proceeding for that purpose shall have been initiated or
\nthreatened by the Commission;<\/p>\n<\/p>\n (ii) there shall not have occurred any downgrading, nor shall any notice have
\nbeen given of (i) any intended or potential downgrading or (ii) any review or
\npossible change that does not indicate an improvement, in the rating accorded
\nany securities of or guaranteed by the Company by any “nationally recognized
\nstatistical rating organization,” as that term is defined by the Commission for
\npurposes of Rule 436(g)(2) under the Securities Act;<\/p>\n<\/p>\n (iii) there shall not have occurred any change or any development in or
\naffecting particularly the business or properties of the Company or its
\nsubsidiaries which, in the judgment of the applicable Agent, materially impairs
\nthe investment quality of the Notes; and<\/p>\n<\/p>\n (iv) (A) trading generally shall not have been suspended on or by, as the
\ncase may be, any of the New York Stock Exchange or the American Stock Exchange,
\nminimum or maximum prices for trading shall not have been fixed, or maximum
\nranges for prices for securities shall not have been required, on the New York
\nStock Exchange or the American Stock Exchange, by such Exchange or by order of
\nthe Commission or any other governmental authority having jurisdiction; (B)
\ntrading in any securities of the Company shall not have been suspended by the
\nCommission or a national securities exchange or in any over-the-counter market;
\n(C) any major disruption of settlements of securities shall not have occurred
\nand a general moratorium on commercial banking activities in New York shall not
\nhave been declared by either Federal or New York State authorities; or (D) there
\nshall not have occurred any outbreak or escalation of hostilities in which the
\nUnited States is involved, a declaration of war by Congress, any major act of
\nterrorism against the United States, any other substantial national or
\ninternational calamity or crisis or any other event or occurrence of a similar
\ncharacter if, in the judgment of such Agent or Agents or of such other
\npurchaser, the effect of any such outbreak, escalation, declaration, calamity or
\nother event or occurrence makes it impracticable or inadvisable to market the
\nNotes on the terms and in the manner contemplated in the General Disclosure
\nPackage or the Prospectus as amended or supplemented at the Solicitation Time or
\nat the time such offer to purchase was made. Promptly after the determination by
\nany such Agent or other purchaser that it is impractical or inadvisable to
\nmarket the Notes, such Agent or other purchaser shall notify the Company of such
\ndetermination in writing; but the omission so to notify the Company shall not
\nact to modify the rights of the Agent or other purchaser under this Section
\n6(a)(iv)(A).<\/p>\n<\/p>\n (b) On the Commencement Date, and in the case of a purchase of Notes by an
\nAgent as principal pursuant to a Terms Agreement or otherwise, if called for by
\nthe applicable Terms Agreement or other agreement, at the corresponding Time of
\nDelivery, the General Counsel, the Managing Counsel or Senior Counsel to the
\nCompany and\/or Squire, Sanders & Dempsey (US) LLP, Counsel to the Company,
\nas indicated in the applicable Prospectus Supplement shall have furnished to the
\nrelevant Agent or Agents their written opinion, dated the Commencement Date or
\nTime of Delivery, as the case may be, in form and substance satisfactory to such
\nAgent or Agents, to the effect that:<\/p>\n<\/p>\n (i) The Company has been duly incorporated and is an existing corporation in
\ngood standing under the laws of Ohio and is duly registered as a bank holding
\ncompany under the Bank Holding Company Act of 1956, as amended; KeyBank is a
\nduly organized and validly existing national banking association under the laws
\nof the United States and continues to hold a valid certificate to do business as
\nsuch; each of the Company and KeyBank has full corporate power and authority to
\nconduct its business as described in the Registration Statement, the General
\nDisclosure Package (if applicable) and the Prospectus and is duly qualified to
\ndo business in each jurisdiction in which it owns or leases real property,
\nexcept where the failure to be so qualified, considering all such cases in the
\naggregate, does not involve a material risk to the business, properties,
\nfinancial position or results of operations of the Company and its subsidiaries
\ntaken as a whole; and all of the outstanding shares of capital stock of KeyBank
\nhas been duly authorized and validly issued, is fully paid and non-assessable
\n(exceptions to be specified) and (except as otherwise stated in the Registration
\nStatement) is owned beneficially by the Company subject to no security interest,
\nother encumbrance or adverse claim.<\/p>\n<\/p>\n (ii) This Agreement and any applicable Terms Agreement have been duly
\nauthorized, executed and delivered by the Company.<\/p>\n<\/p>\n 11<\/p>\n \n
\n(iii) The Notes conform in all material respects to the description thereof
\ncontained or incorporated by reference in the General Disclosure Package (if
\napplicable), the Prospectus and the applicable prospectus supplement, and such
\ndescription conforms in all material respects to the rights set forth in the
\ninstruments defining the same.<\/p>\n<\/p>\n (iv) The Notes have been duly and validly authorized and, when executed,
\nauthenticated and delivered in accordance with the terms of the applicable
\nIndenture and issued to and paid for by any purchaser of Notes sold through an
\nAgent as agent or any Agent as principal pursuant to any Terms Agreement or
\nother agreement, will be entitled to the benefits of such applicable Indenture
\nand will constitute valid and legally binding obligations of the Company
\nenforceable in accordance with their terms subject, as to enforcement, to
\nbankruptcy, insolvency, reorganization and other similar laws of general
\napplicability relating to or affecting creditors153 rights and to general equity
\nprinciples.<\/p>\n<\/p>\n (v) Each of the Senior Indenture and the Subordinated Indenture has been duly
\nand validly authorized, executed and delivered by the Company and constitutes a
\nvalid and legally binding instrument of the Company enforceable in accordance
\nwith its terms subject, as to enforcement, to bankruptcy, insolvency,
\nreorganization and other similar laws of general applicability relating to or
\naffecting creditors153 rights and to general equity principles; and the Indentures
\nhave been duly qualified under the Trust Indenture Act.<\/p>\n<\/p>\n (vi) The issue and sale of the Notes and the execution and delivery by the
\nCompany of the Notes, the Indentures, this Agreement and any applicable Terms
\nAgreement or other agreement pursuant to which an Agent purchases Notes as
\nprincipal and the consummation of the transactions herein and therein
\ncontemplated will not conflict with or result in a breach or violation of any of
\nthe terms and provisions of, or constitute a default under, any statute, rule or
\nregulation, any agreement or instrument known to such counsel to which the
\nCompany or any subsidiary of the Company is a party or by which it or any of
\nthem are bound or to which any of the property or assets of the Company or any
\nits subsidiaries is subject and that is material to the Company and its
\nsubsidiaries, taken as a whole, the Company153s Articles of Incorporation or
\nRegulations, or any order known to such counsel of any court or governmental
\nagency or body having jurisdiction over the Company.<\/p>\n<\/p>\n (vii) No consent, approval, authorization, order, registration or
\nqualification of or filing with any court or governmental agency or body is
\nrequired for the issue and sale of the Notes or the consummation of the other
\ntransactions contemplated by this Agreement, any applicable Terms Agreement or
\nother agreement pursuant to which an Agent purchases Notes as principal, or the
\nIndentures, except such consents, approvals, authorizations, registrations or
\nqualifications as have been obtained under the Securities Act and the Trust
\nIndenture Act and as may be required under state securities or Blue Sky laws in
\nconnection with offers and sales of the Notes from the Company and with
\npurchases of Notes.<\/p>\n<\/p>\n (viii) The Registration Statement is effective under the Securities Act; any
\nrequired amendment or supplement to each prospectus relating to the offered
\nNotes (including the Prospectus) pursuant to Rule 424(b) has been made in the
\nmanner and within the time period required by Rule 424(b) (without reference to
\nRule 424(b)(8)); any required filing of any Issuer Free Writing Prospectus
\npursuant to Rule 433 has been made in the manner and within the time period
\nrequired by Rule 433(d); and, to the best knowledge of such counsel, no stop
\norder suspending the effectiveness of the Registration Statement has been issued
\nand no proceeding for that purpose has been instituted or threatened by the
\nCommission.<\/p>\n<\/p>\n (ix) Such counsel is of the opinion ascribed to it in the Prospectus
\nSupplement under the caption “Material United States Tax Considerations,” if
\nany.<\/p>\n<\/p>\n (x) Such counsel (A) is of the opinion that at the time the Registration
\nStatement, including without limitation the Rule 430B Information, became
\neffective or is deemed effective, and at the date such opinion is delivered, the
\nRegistration Statement and the Prospectus, and at the time they were filed, each
\ndocument incorporated by reference therein (other than the financial statements,
\nincluding the notes and schedules thereto and the audit reports thereon, or any
\nother financial and statistical data set forth or referred to therein or in any
\ndocument incorporated by reference therein or any exhibits thereto, and the
\nStatements of Eligibility of the Trustee on Form T-1 filed as an exhibit
\nthereto, as to which we express no opinion), complied as to form in all material
\nrespects with the requirements of the Securities Act, the Exchange Act, the
\nTrust Indenture Act and the respective rules thereunder;<\/p>\n<\/p>\n 12<\/p>\n \n
\n(B) has no reason to believe that (other than the financial statements,
\nincluding the notes and schedules thereto and the audit reports thereon, or any
\nother financial and statistical data set forth or referred to therein or in any
\ndocument incorporated by reference therein or any exhibits thereto, and the
\nStatements of Eligibility of the Trustee on Form T-1 filed as an exhibit
\nthereto, as to which we express no opinion) the Registration Statement,
\nincluding without limitation the Rule 430B Information, as of its effective date
\nand each deemed effective date, and if an amendment to the Registration
\nStatement or to any document incorporated by reference therein has been filed by
\nthe Company with the Commission subsequent to the effectiveness of the
\nRegistration Statement, at the time of the most recent such filing, and at date
\nsuch opinion is delivered, contained any untrue statement of a material fact or
\nomitted to state a material fact required to be stated therein or necessary to
\nmake the statements therein not misleading; (C) has no reason to believe that
\n(other than the financial statements, including the notes and schedules thereto
\nand the audit reports thereon, or any other financial and statistical data set
\nforth or referred to therein or in any document incorporated by reference
\ntherein or any exhibits thereto, and the Statements of Eligibility of the
\nTrustee on Form T-1 filed as an exhibit thereto, as to which we express no
\nopinion) the Prospectus, as amended or supplemented, as of its date, at the
\nCommencement Date and the Time of Delivery, contained or contains any untrue
\nstatement of a material fact or omit to state a material fact necessary in order
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading; (D) has no reason to believe that the General
\nDisclosure Package (if applicable), as of the Applicable Time, contained an
\nuntrue statement of a material fact or omits to state a material fact necessary
\nin order to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading, and (E) does not know of any amendment to
\nthe Registration Statement required to be filed which is not filed as required;
\nprovided that in the case of an opinion delivered on the Commencement Date
\n(other than in connection with a Terms Agreement), the opinion and beliefs set
\nforth in clauses (A), (C) and (D) above shall be deemed not to cover information
\nconcerning an offering of particular Notes to the extent such information will
\nbe set forth in a supplement to the Basic Prospectus.<\/p>\n<\/p>\n Such opinion or opinions shall be to such further effect with respect to
\nother legal matters relating to this Agreement, and the sale of the Notes,
\npursuant to this Agreement as counsel for the Agents may reasonably request.
\nSuch opinion or opinions shall be limited New York, Ohio and federal law and, if
\napplicable, the law of the state of incorporation of any other Significant
\nSubsidiaries. In giving such opinion, such counsel may rely, as to all matters
\ngoverned by the laws of jurisdictions in which such counsel is not qualified and
\nthe federal law of the United States, upon opinions of other counsel, who shall
\nbe counsel satisfactory to counsel for the Agents, in which case the opinion
\nshall state that they believe you and they are entitled to so rely. Such counsel
\nmay also state that, insofar as such opinion involves factual matters, they have
\nrelied, to the extent they deem proper, upon certificates of officers of the
\nCompany, KeyBank and the Significant Subsidiaries and certificates of public
\nofficials.<\/p>\n<\/p>\n In rendering their opinion, such counsel may rely upon the opinion of Jones
\nDay referred to below as to any matters governed by New York law covered
\ntherein.<\/p>\n<\/p>\n (c) On the Commencement Date, and in the case of a purchase of Notes by an
\nAgent as principal pursuant to a Terms Agreement or otherwise, if called for by
\nthe applicable Terms Agreement or other agreement, at the corresponding Time of
\nDelivery, Jones Day, counsel to the Agents, shall have furnished to the relevant
\nAgent or Agents such opinion or opinions dated the Commencement Date or Time of
\nDelivery, as the case may be with respect to the incorporation of the Company,
\nthe validity of the Indenture, the Notes, the Registration Statement, the
\nProspectus as amended or supplemented and other related matters as such Agent or
\nAgents may reasonably request, and in each case such counsel shall have received
\nsuch papers and information as they may reasonably request to enable them to
\npass upon such matters.<\/p>\n<\/p>\n (d) (i) On the Commencement Date, the Company153s independent certified public
\naccountants that have certified the financial statements of the Company and its
\nsubsidiaries included or incorporated by reference in the Registration
\nStatement, the General Disclosure Package and the Prospectus, as then amended or
\nsupplemented, shall have furnished to the relevant Agent or Agents a letter,
\ndated the Commencement Date, to the effect set forth in Exhibit C<\/u>
\nhereto, and (ii) in the case of a purchase of Notes by an Agent as principal
\npursuant to a Terms Agreement or otherwise, if called for by the applicable
\nTerms Agreement or other agreement, at the relevant pricing date, the Company153s
\nindependent certified public accountants who have certified the financial
\nstatements of the Company and its subsidiaries included or incorporated by
\nreference in the Registration Statement, the General Disclosure Package and the
\nProspectus, as then amended or supplemented, shall have furnished to the
\nrelevant Agent or Agents<\/p>\n<\/p>\n 13<\/p>\n \n
\n(A) a “comfort letter,” dated the relevant pricing date, to the effect set
\nforth in Exhibit C<\/u> hereto and (B) a customary “bring-down” of such
\ncomfort letter, dated as of the Time of Delivery.<\/p>\n<\/p>\n (e) On the Commencement Date, and in the case of a purchase of Notes by an
\nAgent as principal pursuant to a Terms Agreement or otherwise, if called for by
\nthe applicable Terms Agreement or other agreement, at the corresponding Time of
\nDelivery, the relevant Agent or Agents shall have received from the Company a
\ncertificate or certificates signed by the Chairman of the Board, the President
\nor an Executive Vice President, and by the principal financial or accounting
\nofficer, dated the Commencement Date or Time of Delivery, as the case may be, to
\nthe effect that, to the best of their knowledge based upon reasonable
\ninvestigation (1) the representations and warranties of the Company contained
\nherein are true and correct on and as of the Commencement Date or Time of
\nDelivery, as the case may be, as if made on and as of such date, and the Company
\nhas complied with all agreements and all conditions on its part to be performed
\nor satisfied hereunder or under the applicable Terms Agreement or other
\nagreement at or prior to the Commencement Date or Time of Delivery, as the case
\nmay be, and (2) no stop order suspending the effectiveness of the Registration
\nStatement has been issued, and no proceeding for that purpose has been
\ninstituted or is threatened by the Commission.<\/p>\n<\/p>\n (f) On the Commencement Date and at each Time of Delivery, the Company shall
\nhave furnished to the relevant Agent or Agents such further certificates and
\ndocuments as such Agent or Agents may reasonably request. All such opinions,
\ncertificates, letters and other documents will be in compliance with the
\nprovisions hereof only if they are satisfactory in form and substance to the
\nrelevant Agent or Agents. The Company will furnish the relevant Agent or Agents
\nwith such conformed copies of such opinions, certificates, letters and other
\ndocuments as the relevant Agent or Agents shall reasonably request.<\/p>\n<\/p>\n 7. Indemnification and Contribution<\/u>. (a) The Company will indemnify
\nand hold harmless each Agent against any losses, claims, damages or liabilities,
\njoint or several, to which such Agent may become subject, under the Securities
\nAct or otherwise, insofar as such losses, claims, damages or liabilities (or
\nactions in respect thereof) arise out of or are based upon an untrue statement
\nor alleged untrue statement of a material fact contained in any part of the
\nRegistration Statement when such part became effective, the General Disclosure
\nPackage, the Prospectus or any amendment thereof or supplement thereto or any
\nSpecified Issuer Free Writing Prospectus, or arise out of or are based upon the
\nomission or alleged omission to state therein a material fact required to be
\nstated therein or necessary to make the statements therein not misleading, and
\nwill reimburse each Agent for any legal or other expenses reasonably incurred by
\nit in connection with investigating or defending against such loss, claim,
\ndamage, liability or action as such expenses are incurred; provided,
\nhowever<\/em>, that the Company shall not be liable in any such case to the
\nextent that any such loss, claim, damage or liability arises out of or is based
\nupon an untrue statement or alleged untrue statement or omission or alleged
\nomission made therein in reliance upon and in conformity with written
\ninformation furnished to the Company by any Agent specifically for use therein.\n<\/p>\n<\/p>\n(b) Each Agent severally and not jointly will indemnify and hold harmless the
\nCompany against any losses, claims, damages or liabilities to which the Company
\nmay become subject, under the Securities Act or otherwise, insofar as such
\nlosses, claims, damages or liabilities (or actions in respect thereof) arise out
\nof or are based upon an untrue statement or alleged untrue statement of a
\nmaterial fact contained in any part of the Registration Statement when such part
\nbecame effective, the General Disclosure Package, the Prospectus or any
\namendment thereof or supplement thereto or any Specified Issuer Free Writing
\nProspectus, or arise out of or are based upon the omission or alleged omission
\nto state therein a material fact required to be stated therein or necessary to
\nmake the statements therein not misleading, in each case to the extent, but only
\nto the extent, that such untrue statement or alleged untrue statement or
\nomission or alleged omission was made therein in reliance upon and in conformity
\nwith written information furnished to the Company by such Agent specifically for
\nuse therein, and will reimburse the Company for any legal or other expenses
\nreasonably incurred by the Company in connection with investigating or defending
\nagainst any such loss, claim, damage, liability or action as such expenses are
\nincurred.<\/p>\n<\/p>\n (c) Promptly after receipt by an indemnified party under subsection (a) or
\n(b) above of notice of the commencement of any action, such indemnified party
\nshall, if a claim in respect thereof is to be made against the indemnifying
\nparty under such subsection, notify the indemnifying party in writing of the
\ncommencement thereof; but the omission so to notify the indemnifying party shall
\nnot relieve it from any liability which it may have to any indemnified party
\notherwise than under such subsection. In case any such action shall be brought
\nagainst any indemnified party, and it shall notify the indemnifying party of the
\ncommencement thereof, the indemnifying party<\/p>\n<\/p>\n 14<\/p>\n \n
\nshall be entitled to participate in, and, to the extent that it shall wish,
\njointly with any other indemnifying party similarly notified, to assume the
\ndefense thereof, with counsel reasonably satisfactory to such indemnified party;
\nprovided, however<\/em>, that, if the defendants in any such action
\n(including any impleaded parties) include both the indemnified party and the
\nindemnifying party and representations of both parties by the same counsel would
\nbe inappropriate due to actual or potential differing interests between them,
\nthe indemnified party or parties shall have the right to select separate counsel
\nto participate in the defense of such action on behalf of such indemnified party
\nor parties (and the reasonable fees and expenses of one such separate counsel
\nshall be paid by the indemnifying party). No indemnifying party shall, without
\nthe prior written consent of the indemnified party, effect any settlement of any
\npending or threatened action in respect of which indemnified party is or could
\nhave been a party and indemnity could have been sought hereunder by such
\nindemnified party.<\/p>\n<\/p>\n(d) If the indemnification provided for in this Section 7 is unavailable or
\ninsufficient to hold harmless an indemnified party under subsection (a) or (b)
\nabove in respect of any losses, claims, damages or liabilities (or actions in
\nrespect thereof) referred to therein, then each indemnifying party shall
\ncontribute to the amount paid or payable by such indemnified party as a result
\nof such losses, claims, damages or liabilities, (i) in such proportion as is
\nappropriate to reflect the relative benefits received by the Company on the one
\nhand and the Agents on the other from the offering of the Notes to which such
\nlosses, claims, damages or liabilities relate or (ii) if the allocation provided
\nby clause (i) above is not permitted by applicable law or if the indemnified
\nparty failed to give the notice required under subsection (c) above, in such
\nproportion as is appropriate to reflect not only the relative benefits referred
\nto in clause (i) above but also the relative fault of the Company on the one
\nhand and the Agents on the other in connection with the statements or omissions
\nthat resulted in such losses, claims, damages or liabilities, as well as any
\nother relevant equitable considerations. The relative benefits received by the
\nCompany on the one hand and the Agents on the other shall be deemed to be in the
\nsame proportion as the total proceeds from the offering of the Notes to which
\nsuch losses, claims, damages or liabilities relate (before deducting expenses)
\nreceived by the Company bear to the total compensation or profit (before
\ndeducting expenses) received or realized by the Agents from the purchase and
\nresale, or underwriting, of such Notes. The relative fault shall be determined
\nby reference to, among other things, whether the untrue or alleged untrue
\nstatement of a material fact or the omission or alleged omission to state a
\nmaterial fact relates to information supplied by the Company or the Agents and
\nthe parties153 relative intent, knowledge, access to information and opportunity
\nto correct or prevent such untrue statement or omission. The Company and the
\nAgents agree that it would not be just and equitable if contributions pursuant
\nto this subsection (d) were to be determined by pro rata allocation (even if the
\nAgents were treated as one entity for such purpose) or by any other method of
\nallocation that does not take account of the equitable considerations referred
\nto in the first sentence of this subsection (d). The amount paid by an
\nindemnified party as a result of the losses, claims, damages or liabilities
\nreferred to in the first sentence of this subsection (d) shall be deemed to
\ninclude any legal or other expenses reasonably incurred by such indemnified
\nparty in connection with investigating or defending against any action or claim
\nwhich is the subject of this subsection (d). Notwithstanding the provisions of
\nthis subsection (d), no Agent shall be required to contribute any amount in
\nexcess of the amount of the commissions at which the Notes underwritten by it
\nand distributed to the public to which such losses, claims, damages or
\nliabilities relate were offered to the public exceeds the amount of any damages
\nthat such Agent has otherwise been required to pay by reason of such untrue or
\nalleged untrue statement or omission or alleged omission. No person guilty of
\nfraudulent misrepresentation (within the meaning of Section 11(f) of the
\nSecurities Act) shall be entitled to contribution from any person who was not
\nguilty of such fraudulent misrepresentation. The Agents153 obligations in this
\nsubsection (d) to contribute shall be several in proportion to their respective
\nunderwriting obligations and not joint.<\/p>\n<\/p>\n (e) The obligations of the Company under this Section 7 shall be in addition
\nto any liability which the Company may otherwise have and shall extend, upon the
\nsame terms and conditions, to each person, if any, who controls any Agent within
\nthe meaning of the Securities Act; and the obligations of the Agents under this
\nSection 7 shall be in addition to any liability that the respective Agents may
\notherwise have and shall extend, upon the same terms and conditions, to each
\ndirector of the Company (including any person who, with his consent, is named in
\nthe Registration Statement as about to become a director of the Company), to
\neach officer of the Company who has signed the Registration Statement and to
\neach person, if any, who controls the Company within the meaning of the
\nSecurities Act.<\/p>\n<\/p>\n 8. Termination<\/u>. (a) This Agreement may be terminated at any time (i)
\nby the Company with respect to any or all of the Agents or (ii) by any Agent
\nwith respect to itself only, in each case upon the giving of written notice of
\nsuch termination to each other party hereto. Any Terms Agreement shall be
\nsubject to termination in the discretion<\/p>\n<\/p>\n 15<\/p>\n \n
\nof the Agent or Agents that are parties thereto by notice given to the
\nCompany prior to the payment for any Note to be purchased thereunder, if at or
\nprior to such time any of the conditions specified in Section 6(a) hereof shall
\nnot have been satisfied. The termination of this Agreement shall not require
\ntermination of any agreement by an Agent to purchase Notes as principal (whether
\npursuant to a Terms Agreement or otherwise) and the termination of such an
\nagreement shall not require termination of this Agreement. In the event this
\nAgreement is terminated with respect to any Agent, (x) this Agreement shall
\nremain in full force and effect with respect to any Agent as to which such
\ntermination has not occurred, (y) this Agreement shall remain in full force and
\neffect with respect to the rights and obligations of any party which have
\npreviously accrued or which relate to Notes which are already issued, agreed to
\nbe issued or the subject of a pending offer at the time of such termination and
\n(z) in any event, the provisions of the fourth paragraph of Section 2(a),
\nSection 2(c), the last sentence of Section 4(d) and Sections 4(g), 4(h), 5, 7,
\n9, 10, 12 and 17 shall survive; provided <\/em>that if at the time of
\ntermination an offer to purchase Notes has been accepted by the Company but the
\nTime of Delivery to the purchaser or its agent of such Notes has not yet
\noccurred, the provisions of Sections 2(b), 2(d), 4(a) through 4(e), 4(i) and 6
\nshall also survive. If any Terms Agreement is terminated, the provisions of the
\nlast sentence of Section 4(d) and Sections 2(b), 2(d), 4(a), 4(b), 4(e), 4(h)
\nthrough 4(i), 5, 6, 7, 9, 10, 12 and 17 (which shall have been incorporated by
\nreference in such Terms Agreement) shall survive.<\/p>\n<\/p>\n(b) If this Agreement or any Terms Agreement shall be terminated by an Agent
\nor Agents because of any failure or refusal on the part of the Company to comply
\nwith the terms or to fulfill any of the conditions of this Agreement or any
\nTerms Agreement or if for any reason the Company shall be unable to perform its
\nobligations under this Agreement or any Terms Agreement or any condition of any
\nAgent153s obligations cannot be fulfilled, the Company agrees to reimburse each
\nAgent or such Agents as have so terminated this Agreement with respect to
\nthemselves, severally, for all out-of-pocket expenses (including the fees and
\nexpenses of their counsel) reasonably incurred by such Agent or Agents in
\nconnection with this Agreement or the offering of Notes.<\/p>\n<\/p>\n 9. Position of the Agents<\/u>. Each Agent, in soliciting offers to
\npurchase Notes from the Company and in performing the other obligations of such
\nAgent hereunder (other than in respect of any purchase by an Agent as principal,
\npursuant to a Terms Agreement or otherwise), is acting solely as agent for the
\nCompany and not as principal and does not assume any obligation towards or
\nrelationship of agency or trust with any purchaser of Notes. Each Agent will
\nmake reasonable efforts to assist the Company in obtaining performance by each
\npurchaser whose offer to purchase Notes from the Company was solicited by such
\nAgent and has been accepted by the Company, but such Agent shall not have any
\nliability to the Company in the event such purchase is not consummated for any
\nreason. If the Company shall default on its obligation to deliver Notes to a
\npurchaser whose offer it has accepted, the Company shall (i) hold the relevant
\nAgent harmless against any loss, claim, damage or liability arising from or as a
\nresult of such default by the Company and (ii) notwithstanding such default, pay
\nto the Agent that solicited such offer any commission to which it would be
\nentitled in connection with such sale.<\/p>\n<\/p>\n 10. Representations and Agreements to Survive<\/u>. The respective
\nindemnities and contribution agreements, representations, warranties and
\nagreements of the Company herein or certificates of its officers and the Agents
\nset forth in or made pursuant to this Agreement or any agreement by an Agent to
\npurchase Notes as principal shall remain in full force and effect regardless of
\nany termination of this Agreement or any such agreement, any investigation made
\nby or on behalf of any Agent or any controlling person of any Agent, or the
\nCompany, or any officer or director or any controlling person of the Company,
\nand shall survive each delivery of and payment for any of the Notes.<\/p>\n<\/p>\n 11. Notices<\/u>. Except as otherwise specifically provided herein or in
\nthe Administrative Procedures, all statements, requests, notices and advices
\nhereunder shall be in writing, and effective only on receipt, and will be
\ndelivered by hand, by mail (postage prepaid), by telegram (charges prepaid) or
\nby telecopier. Communications to the Company will be sent to 127 Public Square,
\nCleveland, Ohio 44114, Attention: Secretary and General Counsel (Telephone
\nNumber: 216-689-6300; Facsimile Number: 216-689-4121) with a copy<\/u>
\nto<\/u>: the Associate General Counsel : Securities (Facsimile Number:
\n216-689-5372). Communications to the Agents will be sent to the notice
\naddress(es) specified on Schedule I hereto or at such other address as such
\nparty may designate from time to time by notice duly given in accordance with
\nthe terms of this Section 11.<\/p>\n<\/p>\n 12. Successors<\/u>. This Agreement and any Terms Agreement shall be
\nbinding upon, and inure solely to the benefit of, each Agent and the Company,
\nand their respective successors and the officers, directors and controlling<\/p>\n<\/p>\n 16<\/p>\n \n
\npersons referred to in Section 7 and (to the extent expressly provided in
\nSection 6) the purchasers of Notes, and no other person shall acquire or have
\nany right or obligation under or by virtue of this Agreement or any Terms
\nAgreement.<\/p>\n<\/p>\n 13. No fiduciary duty<\/u>. The Company hereby acknowledges that (a) any
\npurchase and sale of Notes pursuant to this Agreement is an arm153s-length
\ncommercial transaction between the Company, on the one hand, and the Agents and
\nany affiliate through which any of them may be acting, on the other, (b) the
\nAgents are not acting as fiduciaries of the Company and (c) the Company153s
\nengagement of the Agents in connection with any offering hereunder and the
\nprocess leading up to any offering hereunder is as independent contractors and
\nnot in any other capacity. Furthermore, the Company agrees that it is solely
\nresponsible for making its own judgments in connection with any offering
\nhereunder (irrespective of whether any of the Agents has advised or is currently
\nadvising the Company on related or other matters). The Company agrees that it
\nwill not claim that the Agents have rendered advisory services of any nature or
\nrespect, or owe an agency, fiduciary or similar duty to the Company, in
\nconnection with this Agreement or any of the transactions contemplated hereby or
\nthe process leading to any offering hereunder.<\/p>\n<\/p>\n 14. Amendments<\/u>. This Agreement may be amended or supplemented if, but
\nonly if, such amendment or supplement is in writing and is signed by the Company
\nand each Agent.<\/p>\n<\/p>\n 15. Additional Agents<\/u>. The Company may from time to time appoint one
\nor more additional Agents hereunder; provided that such additional Agent shall
\nhave delivered to the Company a letter and the Company shall have delivered to
\nsuch additional Agent a confirmation substantially in the form of Exhibit
\nD<\/u> hereto, whereupon, such additional Agent shall be subject to the terms and
\nconditions hereof and shall assume the rights and obligations of each Agent
\nhereunder.<\/p>\n<\/p>\n 16. Business Day<\/u>. Time shall be of the essence in this Agreement and
\nany Terms Agreement. As used herein, the term “business day” shall mean any day
\nwhich is not a Saturday or Sunday or legal holiday or a day on which banks in
\nNew York City are generally required or authorized by law or executive order to
\nclose.<\/p>\n<\/p>\n 17. Applicable Law<\/u>. This Agreement and any Terms Agreement shall be
\ngoverned by, and construed in accordance with, the laws of the State of New
\nYork, without giving effect to the conflict of laws provisions thereof.<\/p>\n<\/p>\n 18. Counterparts<\/u>. This Agreement and any Terms Agreement may be signed
\nin counterparts, each of which shall be an original, and all of which together
\nshall constitute one and the same instrument.<\/p>\n<\/p>\n 19. Headings<\/u>. The headings of the sections of this Agreement have been
\ninserted for convenience of reference only and shall not be deemed a part of
\nthis Agreement.<\/p>\n<\/p>\n If the foregoing is in accordance with your understanding, please sign and
\nreturn to us three counter-parts hereof, whereupon this letter and the
\nacceptance by each of you thereof shall constitute a binding agreement between
\nthe Company and each of you in accordance with its terms.<\/p>\n<\/p>\n [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]<\/p>\n \n 17<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Very truly yours,<\/p>\n KeyCorp<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Joseph M. Vayda<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Joseph M. Vayda<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Treasurer<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n [Signature Page to Distribution Agreement (KeyCorp)]<\/p>\n \n 18<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n J.P. MORGAN SECURITIES LLC<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Stephen L. Sheiner<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Stephen L. Sheiner<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Executive Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Joseph A. Crowley<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Joseph A. Crowley<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n BARCLAYS CAPITAL INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Pamela Kendall<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Pamela Kendall<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n CITIGROUP GLOBAL MARKETS INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Jack D. McSpadden, Jr.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Jack D. McSpadden, Jr.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n CREDIT SUISSE SECURITIES (USA) LLC<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Sharon Harrison<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Sharon Harrison<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n DEUTSCHE BANK SECURITIES INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Saurabh Monga<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Saurabh Monga<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 19<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n DEUTSCHE BANK SECURITIES INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Anguel Zaprianov<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Anguel Zaprianov<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Managing Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n GOLDMAN, SACHS & CO.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Goldman, Sachs & Co.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Goldman, Sachs & Co.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Authorized Signatory<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n KEEFE, BRUYETTE & WOODS, INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Dennis P. O153Rourke<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Dennis P. O153Rourke<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n KEYBANC CAPITAL MARKETS INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Gary E. Andrews<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Gary E. Andrews<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n MORGAN STANLEY & CO. LLC<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Yurij Slyz<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Yurij Slyz<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Executive Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n RBS SECURITIES INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ John J. McCabe<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n John J. McCabe<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 20<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n SANDLER O153NEILL & PARTNERS, L.P.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n Sandler O153Neill & Partners Corp.,
\nthe sole general partner<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Robert A. Kleinert<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Robert A. Kleinert<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n An Officer of the Corporation<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n UBS SECURITIES LLC<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Scott Yeager<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Scott Yeager<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Anna Kawa<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Anna Kawa<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted in New York, New York,
\nas of the date first above written:<\/p>\n WELLS FARGO SECURITIES, LLC<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Carolyn Hurley<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Carolyn Hurley<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Director<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 21<\/p>\n \n
\nSCHEDULE I<\/strong><\/p>\n\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Agent<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Address for Notices<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n J.P. Morgan Securities LLC<\/p>\n<\/td>\n | <\/td>\n | \n 383 Madison Avenue<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, New York 10179<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: High Grade Syndicate Desk : 3rd<\/sup> Floor<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n Tel: (212) 834-5724<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (212) 834-6081<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Barclays Capital Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 745 Seventh Avenue<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, New York 10019<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Syndicate Registration<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (212) 526-0015<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: 1 (646) 834-8133<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Citigroup Global Markets Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 388 Greenwich Street<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, New York 10013<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Medium-Term Note Department<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (212) 816-5831<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (212) 816-0949<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n | <\/td>\n | \n Eleven Madison Avenue<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, New York 10010<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Short and Medium Term Finance<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (212) 325-7198<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (212) 743-5825<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Deutsche Bank Securities Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 60 Wall Street<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, New York 10005<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Debt Capital Markets Syndicate Desk<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (212) 250-6801<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (212) 469-7875<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Goldman, Sachs & Co.<\/p>\n<\/td>\n | <\/td>\n | \n 200 West Street<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, New York 10282<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Registration Department<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (866) 471-2526<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Keefe, Bruyette & Woods, Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 787 Seventh Avenue<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, NY 10019<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Debt Capital Markets Group<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (212) 887-4742<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (212) 582-1592<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 22<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Agent<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Address for Notices<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n KeyBanc Capital Markets Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 127 Public Square<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Cleveland, Ohio 44114-2603<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Audrey Saccardi<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (216) 689-3567<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (216) 689-0976<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n | <\/td>\n | \n One Bryant Park<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n New York, New York 10036<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: High Grade DCM Transaction Management\/Legal<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (646) 855-0742<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (704) 264-2522<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Morgan Stanley & Co. LLC<\/p>\n<\/td>\n | <\/td>\n | \n 1585 Broadway<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n New York, New York 10036<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Continuously Offered Products<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (212) 761-2825<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (212) 507-2409<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n RBS Securities Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 600 Washington Boulevard<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Stamford, CT 06901<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Debt Capital Markets Syndicate<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (203) 873-4534<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (203) 897-6166<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Sandler O153Neill & Partners, L.P.<\/p>\n<\/td>\n | <\/td>\n | \n 919 Third Avenue, 6th<\/sup> Floor<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n New York, New York 10022<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Syndicate Department<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (212) 466-7806<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (212) 466-7991<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n UBS Securities LLC<\/p>\n<\/td>\n | <\/td>\n | \n 677 Washington Boulevard<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Stamford, Connecticut 06901<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Fixed Income Syndicate<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (203) 719-1088<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (203) 719-0495<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Wells Fargo Securities, LLC<\/p>\n<\/td>\n | <\/td>\n | \n 301 S. College Street, 6th<\/sup> Floor<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n Charlotte, NC 28202<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Attn: Transaction Management<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Tel: (704) 715-0541<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Fax: (704) 383-9165<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 23<\/p>\n \n
\nEXHIBIT A<\/strong><\/p>\n\n Form of Terms Agreement<\/u><\/strong><\/p>\n<\/p>\nKeyCorp
\n(An Ohio corporation)<\/p>\n<\/p>\n [Senior Medium-Term Notes, Series [___]]<\/p>\n<\/p>\n [Subordinated Medium-Term Notes, Series [___]]
\nTERMS AGREEMENT<\/p>\n<\/p>\n , 20[ ]<\/p>\n<\/p>\n Attention:<\/p>\n<\/p>\n Re: Distribution Agreement dated June [___], 2011 (the “Distribution
\nAgreement”)<\/p>\n<\/p>\n Subject to the Distribution Agreement, [the undersigned agrees to purchase
\nthe following principal amount of Notes:<\/p>\n<\/p>\n $ ]<\/p>\n \n [each of the undersigned purchasers agree severally and not jointly to
\npurchase from you your Medium-Term Notes, in each case in the principal amount
\nset forth below opposite such purchaser153s name, on the terms set forth in this
\nTerms Agreement:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Principal Amount<\/p>\n<\/td>\n<\/tr>\n | \n| \n Name<\/p>\n<\/td>\n | <\/td>\n | \n of Notes<\/p>\n<\/td>\n<\/tr>\n | \n| \n [Agent]<\/p>\n<\/td>\n | <\/td>\n | \n $ [ ]<\/p>\n<\/td>\n<\/tr>\n | \n| \n [Agent]<\/p>\n<\/td>\n | <\/td>\n | \n $ [ ]<\/p>\n<\/td>\n<\/tr>\n | \n| \n [Agent]<\/p>\n<\/td>\n | <\/td>\n | \n $ [ ]<\/p>\n<\/td>\n<\/tr>\n | \n| \n Total<\/p>\n<\/td>\n | <\/td>\n | \n $[ ]]<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Title:<\/p>\n Principal Amount:<\/p>\n Specified Currency:<\/p>\n [Initial Public Offering Price:<\/p>\n [Initial]* Interest Rate:<\/p>\n [Index Maturity:]*<\/p>\n [Interest Rate Basis:]*<\/p>\n [Maximum Interest Rate:]*<\/p>\n [Minimum Interest Rate:]*<\/p>\n [ Interest Determination Dates:]*<\/p>\n [Interest Reset Dates:]*<\/p>\n [Interest Payment Dates:<\/p>\n Maturity Date:]<\/p>\n [Spread:]*<\/p>\n [Spread Multiplier:]*<\/p>\n [Interest Period:]*<\/p>\n [Regular Record Date (if other
\nthan the fifteenth calendar day
\npreceding each Interest Payment Date):]*<\/p>\n Purchase Price: %<\/p>\n Price to Public: %<\/p>\n Time of Delivery and Time and Place:<\/p>\n Redemption Provisions, if any:<\/p>\n Initial Redemption Date[s]:<\/p>\n<\/p>\n 24<\/p>\n \n
\nAdditional Redemption Dates:<\/p>\n Initial Redemption Percentage:<\/p>\n Additional Redemption Percentage Reduction:<\/p>\n [Currency of denomination:]**<\/p>\n [Denominations:]**<\/p>\n [Currency of payment:]**<\/p>\n [Original Issue Discount Note:]<\/p>\n [Initial Accrual Period OID:]<\/p>\n [Other provisions:]<\/p>\n<\/p>\n Exceptions, if any, to Section 4(i) of the Distribution Agreement:<\/p>\n<\/p>\n The Applicable Time means [a.m.\/p.m.] (Eastern time) on .<\/p>\n<\/p>\n [Documents to be delivered:<\/p>\n<\/p>\n The following documents referred to in the Distribution Agreement shall be
\ndelivered:<\/p>\n<\/p>\n [(1) The certificate referred to in Section 6(e);]<\/p>\n<\/p>\n [(2) The opinions referred to in Sections 6(b) and 6(c);]<\/p>\n<\/p>\n [(3) The accountants153 letters referred to in Section 6(d)(ii)]]<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n *<\/p>\n<\/td>\n | <\/td>\n | \n Applicable to Floating Rate Notes only.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n **<\/p>\n<\/td>\n | <\/td>\n | \n Applicable to Foreign Currency Notes Only.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n [AGENT]<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Its:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Accepted:<\/p>\n KEYCORP<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n [Title]<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 25<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Annex to Terms Agreement<\/u><\/strong>
\n[ATTACH PRICING SUPPLEMENT\/TERM SHEET]<\/p>\n\n 26<\/p>\n \n
\nEXHIBIT B<\/strong>
\n[Administrative Procedures]<\/p>\n\n 27<\/p>\n \n
\nEXHIBIT C<\/strong><\/p>\n\n Pursuant to Section 6(d) of the Distribution Agreement, the independent
\nauditors shall furnish letters to the Agents to the effect that:<\/p>\n<\/p>\n (1) They are independent public accountants with respect to the Company and
\nits subsidiaries within the meaning of the Securities Act and the applicable
\npublished Securities Act Regulations.<\/p>\n<\/p>\n (2) In their opinion, the consolidated financial statements and any
\nsupplemental financial information or schedules audited by them and included or
\nincorporated by reference in the Registration Statement, the General Disclosure
\nPackage and the Prospectus comply as to form in all material respects with the
\napplicable accounting requirements of the Securities Act or the Exchange Act, as
\napplicable, and the published rules and regulations thereunder.<\/p>\n<\/p>\n (3) On the basis of procedures referred to in such letter, including a
\nreading of the minute books of the Company since the end of the most recent
\nfiscal year with respect to which an audit report has been issued, performing
\nthe procedures specified by the American Institute of Certified Public
\nAccountants for a review of interim financial information as described in SAS
\nNo. 100, Interim Financial Information, on the unaudited consolidated interim
\nfinancial statements of the Company included or incorporated by reference in the
\nRegistration Statement, the General Disclosure Package and the Prospectus and
\nreading the internal unaudited consolidated interim financial data, if any, for
\nthe period from the date of the latest balance sheet included or incorporated by
\nreference in the Registration Statement, the General Disclosure Package and the
\nProspectus to the date of the latest available internal interim financial data
\n(which internal unaudited interim financial data, if any, will be attached to
\neach such letter to the Agents); and making inquiries of officials of the
\nCompany responsible for financial and accounting matters (including inquiries
\nwith respect to whether the unaudited consolidated financial statements comply
\nas to form in all material respects with the applicable accounting requirements
\nof the Exchange Act and inquiries of certain officials of the Company who have
\nresponsibility for financial and accounting matters whether the internal
\nunaudited consolidated interim financial statements are stated on a basis
\nsubstantially consistent with that of the audited consolidated financial
\nstatements incorporated by reference in the Registration Statement, the General
\nDisclosure Package and the Prospectus), nothing caused them to believe that:\n<\/p>\n<\/p>\n (A) (i) any material modifications should be made to the unaudited
\nconsolidated financial statements included in any Quarterly Reports on Form 10-Q
\nwhich are incorporated by reference in the Registration Statement, the General
\nDisclosure Package or the Prospectus (the “10-Q Financials”) for them to be in
\nconformity with generally accepted accounting principles applicable to such
\nfinancial statements and (ii) the 10-Q Financials do not comply as to form in
\nall material respects with the applicable requirements of the Securities Act or
\nthe Exchange Act, as applicable, and the related published rules and
\nregulations; or<\/p>\n<\/p>\n (B) the internal unaudited consolidated interim financial statements of the
\nCompany are not in conformity with generally accepted accounting principles
\napplied on a basis substantially consistent with that of the audited
\nconsolidated financial statements incorporated by reference in the Registration
\nStatement, the General Disclosure Package or the Prospectus; or<\/p>\n<\/p>\n (C) at the date of the latest available internal unaudited consolidated
\ninterim financial statements of the Company, there was any increase in
\nconsolidated long-term debt or any decrease in consolidated shareholders153 equity
\nas compared with amounts shown in the latest balance sheet included or
\nincorporated by reference in the General Disclosure Package and the Prospectus
\nexcept in all instances for decreases that the General Disclosure Package and
\nthe Prospectus discloses have occurred or may occur or as may be set forth in
\nsuch letter; or<\/p>\n<\/p>\n (D) for the period from the date of the latest balance sheet included or
\nincorporated by reference in the General Disclosure Package and the Prospectus
\nto the date of the latest available internal financial statements of the
\nCompany, there was any decrease, as compared with the corresponding period of
\nthe previous year, in consolidated<\/p>\n<\/p>\n 28<\/p>\n \n
\nnet interest income, consolidated net interest income after provision for
\npossible loan losses, consolidated income before taxes or in the total or per
\ncommon share amounts of consolidated net income, except in all cases for changes
\nor decreases that the General Disclosure Package and the Prospectus discloses
\nhave occurred or may occur or as may be set forth in such letter;<\/p>\n<\/p>\n (E) as of a specified date not more than five days prior to the date of
\ndelivery of such letter to the Agent(s), there was any increase in consolidated
\nlong-term debt or any decrease in consolidated shareholders153 equity as compared
\nwith the [amount shown in the latest balance sheet included or incorporated by
\nreference in the General Disclosure Package and the Prospectus\/amount shown in
\nthe latest internal unaudited consolidated interim financial statements], except
\nfor any decrease that the General Disclosure Package and the Prospectus
\ndiscloses has occurred or may occur.<\/p>\n<\/p>\n (4) In addition to their examination referred to in their reports
\nincorporated by reference in the Registration Statement, the General Disclosure
\nPackage and the Prospectus and the procedures referred to in (3) above, (a) they
\nhave carried out certain other procedures, not constituting an audit, with
\nrespect to certain of the dollar amounts, percentages and other financial
\ninformation (in each case to the extent that such dollar amounts, percentages
\nand other financial information, either directly or by analysis or computation,
\nare derived from the general accounting records of the Company and its
\nsubsidiaries) which are included or incorporated by reference in the General
\nDisclosure Package and the Prospectus (other than those appearing in the audited
\nfinancial statements included therein) and appear in the General Disclosure
\nPackage and the Prospectus or incorporated documents, as agreed to by officers
\nof the Company and the Agents, and have found such dollar amounts, percentages
\nand financial information to be in agreement with the general accounting records
\nof the Company and its subsidiaries and (b) if any pro forma financial
\ninformation is included or incorporated by reference in the Registration
\nStatement, the General Disclosure Package and the Prospectus, they have carried
\nout other procedures, not constituting an audit, with respect to such pro forma
\nfinancial information and indicated the results thereof, if requested by the
\nAgents and agreed to by officers of the Company.<\/p>\n<\/p>\n 29<\/p>\n \n
\nEXHIBIT D<\/strong><\/p>\n\n Form of Agent Accession and Confirmation Letter<\/u><\/strong><\/p>\n<\/p>\nTo: KEYCORP<\/p>\n Re: U.S. Medium-Term Note Program<\/p>\n<\/p>\n [Date]<\/p>\n<\/p>\n We refer to the Distribution Agreement dated June [ <\/u>], 2011 (as
\namended from time to time) in respect of the above-referenced program (the
\n“Program”) between the Company and the Agents party thereto (which agreement, as
\namended from time to time, is herein referred to as the “Agreement”).
\nCapitalized terms used herein shall have the meanings assigned to them in the
\nDistribution Agreement.<\/p>\n<\/p>\n Conditions Precedent<\/p>\n<\/p>\n We have received:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n <\/strong><\/p>\n<\/td>\n| <\/td>\n | \n a copy of the Agreement;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n <\/strong><\/p>\n<\/td>\n| <\/td>\n | \n certificates pursuant to Section 6(e) of the Agreement;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n <\/strong><\/p>\n<\/td>\n| <\/td>\n | \n legal opinions from counsel referred to in the Agreement pursuant to Section
\n6(b) and 6(c)thereof;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n <\/strong><\/p>\n<\/td>\n| <\/td>\n | \n the comfort letters from the independent auditors referred to in the
\nAgreement pursuant to Section 6(d)(ii) thereof; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | \n and have found them to our satisfaction. For the purpose of the Agreement,
\nour Notice details are as follows:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | \n Address:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | \n Attn:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | \n Facsimile Number:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n In consideration of the Bank appointing us as an Agent under Section 15 of
\nthe Agreement, we hereby acknowledge, for the benefit of the Bank and each of
\nthe other Agents, that we are bound by the terms and conditions of the
\nDistribution Agreement and possess all the rights and obligations of an Agent
\nthereunder.<\/p>\n<\/p>\n This letter is governed by, and shall be construed in accordance with, the
\nlaws of the State of New York.<\/p>\n<\/p>\n Very truly yours,<\/p>\n<\/p>\n [NAME OF NEW AGENT]<\/strong><\/p>\n<\/p>\n30<\/p>\n \n
\nIn accordance with Section 15 of the Agreement, the Company confirms it has
\ntaken all necessary action to ensure that, with effect from the date hereof, you
\nshall become a party to the Agreement as an Agent under the Program, bound by
\nthe terms and conditions of the Agreement and possessing all the rights and
\nobligations of an Agent thereunder.<\/p>\n<\/p>\n Very truly yours,<\/p>\n<\/p>\n For and on behalf of<\/p>\n KEYCORP<\/strong><\/p>\n<\/p>\ncc: The existing Agents
\nDeutsche Bank Trust Company Americas, as Trustee<\/p>\n<\/p>\n 31<\/p>\n <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7979],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9560,9569],"class_list":["post-41002","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-keycorp","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance","corporate_contracts_types-finance__notpur"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41002","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41002"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41002"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41002"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41002"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | | | | | | | | | | | | |