\n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 6<\/p>\n \n
\n[REVERSE OF NOTE]<\/p>\n \n KEYCORP
\nMEDIUM-TERM NOTE, SERIES K<\/p>\n \n Section 1. General<\/u>. This Security is one of a duly authorized issue of
\nsecurities (herein called the “Securities<\/em>“) of the Company, issued and
\nto be issued in one or more series under and pursuant to an indenture, dated as
\nof June 10, 1994, as it may be supplemented from time to time (herein called the
\n“Indenture<\/em>“), between the Company and Deutsche Bank Trust Company
\nAmericas, as Trustee (herein called the “Trustee<\/em>,” which term includes
\nany successor trustee under the Indenture with respect to a series of which this
\nSecurity is a part), to which indenture and all indentures supplemental thereto,
\nreference is hereby made for a statement of the respective rights, limitations
\nof rights, duties and immunities thereunder of the Company, the Trustee and the
\nHolders of the Securities, and of the terms upon which the Securities are, and
\nare to be, authenticated and delivered. The Indenture was amended pursuant to a
\nFirst Supplemental Indenture dated as of November 14, 2001, copies of which are
\navailable from the Company or the Trustee. This Security is one of the series
\ndesignated on the face hereof that is unlimited in aggregate principal amount.\n<\/p>\n<\/p>\nSection 2. Payments<\/u>. If the Specified Currency is other than U.S.
\ndollars and the Holder hereof fails to elect payment in such Specified Currency,
\nthe amount of U.S. dollar payments to be made in respect hereof will be
\ndetermined by the Exchange Rate Agent specified on the face hereof or a
\nsuccessor thereto (the “Exchange Rate Agent<\/em>“) based on the highest bid
\nquotation in New York City at approximately 11:00 a.m., New York City time, on
\nthe second Business Day preceding the applicable payment date from three
\nrecognized foreign exchange dealers selected by the Exchange Rate Agent (one of
\nwhich may be the Exchange Rate Agent unless the Exchange Rate Agent is the
\napplicable agent to or through which this Security was originally sold) for the
\npurchase by the quoting dealer of the Specified Currency for U.S. dollars for
\nsettlement on such payment date in the aggregate amount of the Specified
\nCurrency payable to all Holders of Securities denominated in a Foreign Currency
\nscheduled to receive U.S. dollar payments and at which the applicable dealer
\ncommits to execute a contract. If three of such bid quotations are not
\navailable, payments will be made in the Specified Currency.<\/p>\n<\/p>\nExcept as set forth below, if the Specified Currency is other than U.S.
\ndollars and the Specified Currency is not available due to the imposition of
\nexchange controls or to other circumstances beyond the Company153s control, or is
\nno longer used by the government of the country issuing such currency or for
\nsettlement of transactions by public institutions of or within the international
\nbanking community, the Company will be entitled to make payments in U.S. dollars
\non the basis of the noon buying rate in New York City for cable transfers of
\nsuch Specified Currency as certified for customs purposes (or, if not so
\ncertified as otherwise determined) by the Federal Reserve Bank of New York (the
\n“Market Exchange Rate<\/em>“) as computed by the Exchange Rate Agent for such
\nSpecified Currency on the second Business Day prior to such payment or, if the
\nMarket Exchange Rate is then not available, on the basis of the most recently
\navailable Market Exchange Rate or as otherwise indicated on the face hereof. Any
\npayment made under such circumstances in U.S. dollars where the required payment
\nis in a Specified Currency other than U.S. dollars will not constitute an Event
\nof Default or Default under the Indenture.<\/p>\n<\/p>\n1<\/p>\n \n
\nAll determinations referred to above made by the Exchange Rate Agent shall be
\nat its sole discretion and, in the absence of manifest error, shall be
\nconclusive for all purposes and binding on the Holder of this Security.<\/p>\n<\/p>\n All currency exchange costs will be borne by the Holder of this Security
\nthrough deductions from payments otherwise due to such Holder.<\/p>\n<\/p>\n References herein to “U.S. dollars<\/em>” or “U.S. $<\/em>” or
\n“$<\/em>” are to the currency of the United States of America.<\/p>\n<\/p>\nSection 3. Redemption<\/u>. If so specified on the face hereof, the Company
\nmay at its option redeem this Security in whole or from time to time in part in
\nincrements of $1,000 (provided that any remaining principal amount of this
\nSecurity shall not be less than the minimum authorized denomination of such
\nSecurity) on or after the date designated as the Initial Redemption Date on the
\nface hereof at 100% of the unpaid principal amount hereof or the portion thereof
\nredeemed (or, if this Security is a Discount Security, such lesser amount as is
\nprovided for below) multiplied by the Initial Redemption Percentage specified on
\nthe face hereof, together with accrued interest to the Redemption Date. Such
\nInitial Redemption Percentage shall decline at each anniversary of the Initial
\nRedemption Date by an amount equal to the Annual Redemption Percentage Reduction
\nspecified on the face hereof until the redemption price is 100% of such amount.
\nThe Company may exercise such option by causing the Trustee to mail a notice of
\nsuch redemption at least 30 but not more than 60 days prior to the Redemption
\nDate. In the event of redemption of this Security in part only, a new Security
\nor Securities for the unredeemed portion hereof shall be issued in the name of
\nthe Holder hereof upon the cancellation hereof. If less than all the Securities
\nof the series, of which this Security is a part, with differing issue dates,
\ninterest rates and stated maturities are to be redeemed, the Company in its sole
\ndiscretion shall select the particular Securities to be redeemed and shall
\nnotify the Trustee in writing thereof at least 45 days prior to the relevant
\nredemption date. If less than all of the Securities with like tenor and terms to
\nthis Security are to be redeemed, the Securities to be redeemed shall be
\nselected by the Trustee by such method as the Trustee shall deem fair and
\nappropriate.<\/p>\n<\/p>\n Section 4. Repayment<\/u>. If so specified on the face hereof, this
\nSecurity shall be repayable prior to the Stated Maturity at the option of the
\nHolder on each applicable Repayment Date shown on the face hereof at the
\nRepayment Price shown on the face hereof, together with accrued interest to the
\nRepayment Date. In order for this Security to be repaid, the Paying Agent must
\nreceive at least 30 but not more than 45 days prior to a Repayment Date this
\nSecurity with the form attached hereto entitled “Option to Elect
\nRepayment<\/em>” duly completed. Except as set forth in Section 308 of the
\nIndenture, any tender of this Security for repayment shall be irrevocable. The
\nrepayment option may be exercised by the Holder of this Security in whole or in
\npart in increments of $1,000 (provided that any remaining principal amount of
\nthis Security shall not be less than the minimum authorized denomination
\nhereof). Upon any partial repayment, this Security shall be canceled and a new
\nSecurity or Securities for the remaining principal amount hereof shall be issued
\nin the name of the Holder of this Security.<\/p>\n<\/p>\nSection 5. Sinking Fund<\/u>. Unless otherwise specified on the face
\nhereof, this Security will not be subject to any sinking fund.<\/p>\n<\/p>\n Section 6. Discount Securities<\/u>. If this Security (such Security being
\nreferred to as an “Original Issue Discount Security<\/em>“) (a) has been
\nissued at an Issue Price lower, by more than a de minimis <\/em>amount (as
\ndetermined under United States federal income tax rules applicable to<\/p>\n<\/p>\n2<\/p>\n \n
\noriginal issue discount instruments), than its “stated redemption price at
\nmaturity” (as defined below) and (b) would be considered an original issue
\ndiscount security for United States federal income tax purposes, then the amount
\npayable on this Security in the event of redemption by the Company, repayment at
\nthe option of the Holder or acceleration of the maturity hereof, in lieu of the
\nprincipal amount due at the Stated Maturity hereof, shall be the Amortized Face
\nAmount (as defined below) of this Security as of the date of such redemption,
\nrepayment or acceleration. The “Amortized Face Amount<\/em>” of this Security
\nshall be the amount equal to the sum of (a) the Issue Price (as set forth on the
\nface hereof) plus (b) the aggregate of the portions of the original issue
\ndiscount (the excess of the amounts considered as part of the “stated redemption
\nprice at maturity” of this Security within the meaning of Section 1273(a)(2) of
\nthe Internal Revenue Code of 1986, as amended (the “Code<\/em>“), whether
\ndenominated as principal or interest, over the Issue Price of this Security)
\nwhich shall theretofore have accrued pursuant to Section 1272 of the Code
\n(without regard to Section 1272(a)(7) of the Code) from the date of issue of
\nthis Security to the date of determination, minus (c) any amount considered as
\npart of the “stated redemption price at maturity” of this Security which has
\nbeen paid on this Security from the date of issue to the date of determination.\n<\/p>\n<\/p>\nSection 7. Modification and Waivers<\/u>. The Indenture permits, with
\ncertain exceptions as therein provided, the amendment thereof and the
\nmodification of the rights and obligations of the Company and the rights of the
\nHolders of the Securities of each series. Such amendment may be effected under
\nthe Indenture at any time by the Company and the Trustee with the consent of the
\nHolders of not less than a 66-2\/3% in principal amount of all Outstanding
\nSecurities affected thereby. The Indenture also contains provisions permitting
\nthe Holders of not less than 66-2\/3% in principal amount of the Outstanding
\nSecurities, on behalf of the Holders of all Outstanding Securities, to waive
\ncompliance by the Company with certain provisions of the Indenture. Provisions
\nin the Indenture also permit the Holders of not less than 66-2\/3% in principal
\namount of all Outstanding Securities of any series to waive on behalf of all of
\nthe Holders of all the Securities of such series and any related coupons certain
\npast defaults under the Indenture and their consequences. Any such consent or
\nwaiver shall be conclusive and binding upon the Holder of this Security and upon
\nall future Holders of this Security and of any Security issued upon the
\nregistration of transfer hereof or in exchange herefor or in lieu hereof,
\nwhether or not notation of such consent or waiver is made upon this Security.\n<\/p>\n<\/p>\n Section 8. Ranking; Obligation of the Company Absolute<\/u>. The Securities
\nare unsecured and rank pari passu <\/em>with all other unsecured and
\nunsubordinated indebtedness of the Company.<\/p>\n<\/p>\nNo reference herein to the Indenture and no provision of this Security or of
\nthe Indenture shall alter or impair the obligation of the Company, which is
\nabsolute and unconditional, to pay the principal of (and premium, if any) and
\ninterest on this Security at the times, place and rate, and in the Specified
\nCurrency herein prescribed.<\/p>\n<\/p>\n Section 9. Defeasance and Covenant Defeasance<\/u>. The Indenture contains
\nprovisions for defeasance at any time of (a) the entire indebtedness of the
\nCompany on this Security and (b) certain restrictive covenants and the related
\ndefaults and Events of Default, upon compliance by the Company with certain
\nconditions set forth therein, which provisions apply to this Security, unless
\notherwise specified on the face hereof.<\/p>\n<\/p>\n Section 10. Authorized Denominations<\/u>. Unless otherwise provided on the
\nface hereof, this Security is issuable only in registered form without coupons
\nissued in denominations of<\/p>\n<\/p>\n 3<\/p>\n \n
\n$1,000 or any amount in excess thereof which is an integral multiple of
\n$1,000. If this Security is denominated in a Specified Currency other than U.S.
\ndollars or is an Original Issue Discount Security, this Security shall be
\nissuable in the denominations set forth on the face hereof.<\/p>\n<\/p>\n Section 11. Registration of Transfer<\/u>. As provided in the Indenture and
\nsubject to certain limitations herein and therein set forth, the transfer of
\nthis Security is registrable in the Security Register upon surrender of this
\nSecurity for registration of transfer at a Place of Payment for the series of
\nSecurities of which this Security is a part, duly endorsed by, or accompanied by
\na written instrument of transfer in form satisfactory to the Company and the
\nSecurity Registrar duly executed by, the Holder hereof or his attorney duly
\nauthorized in writing, and thereupon one or more new Securities of this series,
\nof authorized denominations and for the same aggregate principal amount, will be
\nissued to the designated transferee or transferees.<\/p>\n<\/p>\n If the registered owner of this Security is the Depository (such a Security
\nbeing referred to herein as a “Global Security<\/em>“) and (i) the Depository
\nis at any time unwilling or unable to continue as depository and a successor
\ndepository is not appointed by the Company within 90 days following notice to
\nthe Company or (ii) an Event of Default occurs, the Company will issue
\nSecurities in certificated form in exchange for this Global Security. In
\naddition, the Company may at any time determine not to have Securities
\nrepresented by this Global Security and, in such event, will issue Securities in
\ncertificated form in exchange in whole for this Global Security representing
\nsuch Security. In any such instance, an owner of a beneficial interest in a
\nGlobal Security will be entitled to physical delivery in certificated form of
\nSecurities equal in principal amount to such beneficial interest and to have
\nsuch Securities registered in its name. Securities so issued in certificated
\nform will be issued in denominations of $1,000 (or such other denomination as
\nshall be specified by the Company) or any amount in excess thereof which is an
\nintegral multiple of $1,000 and will be issued in registered form only, without
\ncoupons.<\/p>\n<\/p>\nNo service charge shall be made for any such registration of transfer or
\nexchange, but the Company may require payment of a sum sufficient to cover any
\ntax or other governmental charge payable in connection therewith.<\/p>\n<\/p>\n Prior to due presentment of this Security for registration of transfer, the
\nCompany, the Trustee and any agent of the Company or the Trustee may treat the
\nHolder as the owner hereof for all purposes, whether or not this Security be
\noverdue, and neither the Company, the Trustee nor any such agent shall be
\naffected by notice to the contrary.<\/p>\n<\/p>\n Section 12. Events of Default<\/u>. If an Event of Default with respect to
\nthe Securities of the series of which this Security forms a part shall have
\noccurred and be continuing, the principal of this Security may be declared due
\nand payable in the manner and with the effect provided in the Indenture.<\/p>\n<\/p>\n Section 13. Defined Terms<\/u>. All terms used in this Security which are
\ndefined in the Indenture and are not otherwise defined herein shall have the
\nmeanings assigned to them in the Indenture.<\/p>\n<\/p>\n Section 14. Governing Law<\/u>. This Security shall be governed by and
\nconstrued in accordance with the law of the State of New York.<\/p>\n<\/p>\n 4<\/p>\n \n
\nABBREVIATIONS<\/u><\/p>\n \n The following abbreviations, when used in the inscription on the face of this
\ninstrument, shall be construed as though they were written out in full according
\nto applicable laws or regulations:<\/p>\n<\/p>\n TEN COM : as tenants in common<\/p>\n<\/p>\n TEN ENT : as tenants by the entireties<\/p>\n<\/p>\n JT TEN : as joint tenants with right of survivorship and not as tenants in
\ncommon<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n UNIF GIFT MIN ACT –<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Custodian<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n (Cust.)<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n (Minor)<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Under Uniform Gifts to Minors Act<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n (State)<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Additional abbreviations may also be used though not in the above list.<\/p>\n<\/p>\n
\nsize=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n ASSIGNMENTS<\/u><\/p>\n FOR VALUE RECEIVED, the undersigned
\nhereby sell(s), assign(s) and transfer(s) unto:<\/p>\n PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
\n<\/u><\/p>\n (Please print or type name and address, including zip code of
\nassignee)<\/p>\n the within Security of KEYCORP and all rights thereunder and does hereby
\nirrevocably constitute and appoint:<\/p>\n Attorney to transfer the said Security on the books of the within-named
\nCompany, with full power of substitution in the premises.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Dated<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n NOTICE: The signature to this assignment must correspond
\nwith the name as it appears upon the face of the within Security in
\nevery particular, without alteration or enlargement or any change
\nwhatsoever.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SIGNATURE GUARANTEED:<\/p>\n<\/p>\n
\nsize=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n OPTION TO ELECT REPAYMENT<\/u><\/p>\n The undersigned hereby irrevocably requests and instructs the Company to
\nrepay this Security (or the portion thereof specified below), pursuant to its
\nterms, on the “Repayment Date<\/em>” first occurring after the date of
\nreceipt of the within Security as specified below, at a Repayment Price equal to
\n100% of the principal amount thereof, together with interest thereon accrued to
\nthe Repayment Date, to the undersigned at:<\/p>\n(Please Print or Type Name and Address of the Undersigned.)\n<\/p>\n For this Option to Elect Repayment to be effective, this Security with the
\nOption to Elect Repayment duly completed must be received at least 30 but not
\nmore than 45 days prior to the Repayment Date (or, if such Repayment Date is not
\na Business Day, the next succeeding Business Day) by the Company at its office
\nor agency, which will be located initially at the office of the Trustee at
\nDeutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005,
\nAttention: Corporate Trust & Agency Services<\/u>.<\/p>\n If less than the entire principal amount of the within Security is to be
\nrepaid, specify the portion thereof (which shall be $1,000 or an integral
\nmultiple thereof) which is to be repaid: $______________.<\/p>\n If less than the entire principal amount of the within Security is to be
\nrepaid, specify the denomination(s) of the Security(ies) to be issued for the
\nunpaid amount ($1,000 or any integral multiple of $1,000; provided<\/u> that
\nany remaining principal amount of this Security shall not be less than the
\nminimum denomination of such Security): $____________________.<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Dated:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Note: The signature to this Option to Elect Repayment must correspond with
\nthe name as written upon the face of the within Security in every particular
\nwithout alterations or enlargement or any change whatsoever.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nsize=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n Exhibit 4.3(b)<\/strong><\/p>\nTHIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A
\nSAVINGS ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY
\nOF KEYCORP AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
\nSAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER
\nGOVERNMENTAL AGENCY OR INSTRUMENTALITY.<\/p>\n CUSIP NO.<\/p>\n REGISTERED PRINCIPAL AMOUNT $ <\/u><\/p>\n No. FL :<\/p>\n KEYCORP
\nMEDIUM-TERM NOTE, SERIES K
\n(FLOATING RATE)<\/p>\n Due from 9 Months or More from Date of Issue<\/p>\n If the registered owner of this Security (as indicated below) is The
\nDepository Trust Company (the “Depository<\/em>“) or a nominee of the
\nDepository, this Security is a Global Security and the following two legends
\napply:<\/p>\nUnless this certificate is presented by an authorized representative
\nof The Depository Trust Company to the issuer or its agent for registration of
\ntransfer, exchange or payment, and such certificate issued is registered in the
\nname of CEDE & CO., or such other name as requested by an authorized
\nrepresentative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
\nVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner
\nhereof, CEDE & CO., has an interest herein.<\/strong><\/p>\nUnless and until this certificate is exchanged in whole or in part
\nfor Notes in certificated form, this certificate may not be transferred except
\nas a whole by the Depository to a nominee thereof or by a nominee thereof to the
\nDepository or another nominee of the Depository or by the Depository or any such
\nnominee to a successor of the Depository or a nominee of such
\nsuccessor.<\/strong><\/p>\nIF APPLICABLE, THE “TOTAL AMOUNT OF OID<\/em>,” “YIELD TO
\nMATURITY<\/em>” AND “INITIAL ACCRUAL PERIOD OID<\/em>” (COMPUTED UNDER THE
\nAPPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
\nTHE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID<\/em>“) RULES.<\/p>\n1<\/p>\n \n
\nISSUE PRICE:<\/p>\n<\/p>\n ORIGINAL ISSUE DATE:<\/p>\n<\/p>\n STATED MATURITY:<\/p>\n<\/p>\n BASE RATE:
\nIf LIBOR: o Reuters Page LIBOR01
\no Other:<\/p>\n<\/p>\n INITIAL INTEREST RATE:<\/p>\n<\/p>\n INDEX MATURITY:<\/p>\n<\/p>\n SPREAD (PLUS OR MINUS):<\/p>\n<\/p>\n SPREAD MULTIPLIER:<\/p>\n<\/p>\n CALCULATION AGENT:<\/p>\n<\/p>\n CALCULATION DATE:<\/p>\n<\/p>\n SINKING FUND:<\/p>\n<\/p>\n MAXIMUM INTEREST RATE:<\/p>\n<\/p>\n MINIMUM INTEREST RATE:<\/p>\n<\/p>\n CMT TELERATE PAGE:<\/p>\n<\/p>\n INTEREST DETERMINATION DATE:<\/p>\n<\/p>\n INTEREST RESET PERIOD:<\/p>\n<\/p>\n INTEREST RESET DATES:<\/p>\n<\/p>\n INTEREST PAYMENT PERIOD:<\/p>\n<\/p>\n INTEREST PAYMENT DATES:<\/p>\n<\/p>\n PAYING AGENT:<\/p>\n<\/p>\n PLACE OF PAYMENT:<\/p>\n<\/p>\n OPTION TO ELECT REPAYMENT: o YES o NO<\/p>\n<\/p>\n REPAYMENT DATE(S):<\/p>\n<\/p>\n REPAYMENT PRICE:<\/p>\n<\/p>\n OPTIONAL REDEMPTION: o YES o NO<\/p>\n<\/p>\n INITIAL REDEMPTION DATE:<\/p>\n<\/p>\n ADDITIONAL REDEMPTION DATES:<\/p>\n<\/p>\n INITIAL REDEMPTION PERCENTAGE:<\/p>\n<\/p>\n ANNUAL REDEMPTION PERCENTAGE REDUCTION:<\/p>\n<\/p>\n MINIMUM DENOMINATIONS:
\no $1,000
\no Other:<\/p>\n<\/p>\n SPECIFIED CURRENCY:
\nUnited States Dollars:
\no YES o NO<\/p>\n<\/p>\n FOREIGN CURRENCY:<\/p>\n<\/p>\n OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS:
\n
\no YES o NO<\/p>\n<\/p>\n EXCHANGE RATE AGENT:<\/p>\n<\/p>\n ADDITIONAL AMOUNTS:<\/p>\n<\/p>\n DEFEASANCE: o YES o NO<\/p>\n<\/p>\n COVENANT DEFEASANCE: o YES o NO<\/p>\n<\/p>\n OPTIONAL INTEREST RATE RESET:
\no YES o NO<\/p>\n<\/p>\n OPTIONAL INTEREST RATE RESET DATES:<\/p>\n<\/p>\n TOTAL AMOUNT OF OID:<\/p>\n<\/p>\n INITIAL ACCRUAL PERIOD OID:<\/p>\n<\/p>\n ORIGINAL YIELD TO MATURITY:<\/p>\n<\/p>\n OTHER\/DIFFERENT PROVISIONS:<\/p>\n<\/p>\n<\/p>\n 2<\/p>\n \n
\nKEYCORP, an Ohio corporation (herein referred to as the “Company<\/em>,”
\nwhich term includes any successor corporation under the Indenture hereinafter
\nreferred to), for value received, hereby promises to pay to CEDE & CO., or
\nregistered assigns, the principal sum of ___________________ Dollars ($) on the
\nStated Maturity shown above (except to the extent redeemed, repaid or renewed
\nprior to the Stated Maturity) and to pay interest thereon at the Initial
\nInterest Rate shown above from the Original Issue Date shown above until the
\nfirst Interest Reset Date shown above following the Original Issue Date (if the
\nfirst Interest Reset Date is later than the Original Issue Date) and thereafter
\nat the interest rate determined by reference to the Base Rate shown above, plus
\nor minus the Spread, if any, and\/or multiplied by the Spread Multiplier, if any,
\nshown above, determined in accordance with the provisions on the reverse hereof,
\nuntil the principal hereof is paid or duly made available for payment;
\nprovided<\/u>, however<\/u>, that the interest rate in effect for the 10
\ndays immediately prior to the Maturity Date (as defined below) of this Security
\nwill be that in effect on the 10th day preceding such date. The Company will pay
\ninterest on each Interest Payment Date specified above, commencing with the
\nfirst Interest Payment Date (except as provided in the next succeeding
\nparagraph) next succeeding the Original Issue Date, and on the Stated Maturity,
\nany Redemption Date or Repayment Date (such terms together are hereinafter
\nreferred to as a “Maturity Date<\/em>” with respect to the principal
\nrepayable on such date); provided<\/u>, however<\/u>, that any payment of
\nprincipal (or premium, if any) or interest to be made on any Interest Payment
\nDate or on the Maturity Date that is not a Business Day (as defined below) shall
\nbe made on the next succeeding Business Day (except that in the case of interest
\npayments on an Interest Payment Date and if the Base Rate specified above is
\nLIBOR or EURIBOR, and such day falls in the next succeeding calendar month, such
\npayment will be made on the next preceding London Business Day or TARGET
\nBusiness Day, respectively) as described on the reverse hereof.<\/p>\n<\/p>\nFor purposes of this Security, unless otherwise specified on the face hereof,
\n“Business Day<\/em>” means any day, other than a Saturday or Sunday, that is
\nnot a legal holiday nor a day on which commercial banks are authorized or
\nrequired by law, regulation or executive order to close in New York City;
\nprovided<\/u>, however<\/u>, that with respect to foreign currency Notes,
\nsuch day is also not a day on which commercial banks are authorized or required
\nby law, regulation or executive order to close in the Principal Financial Center
\n(as defined below) of the country issuing the Specified Currency (or if the
\nSpecified Currency is the euro or if the Base Rate specified is EURIBOR, such
\nday is also a day on which the Trans-European Automated Real-Time Gross
\nSettlement Express Transfer (TARGET) System is open); provided further<\/u>,
\nthat with respect to Securities to which LIBOR (as defined below) is an
\napplicable interest rate basis, such day is also a London Business Day.<\/p>\n<\/p>\n“Principal Financial Center<\/em>” means the capital city of the country
\nissuing the Specified Currency, except that with respect to United States
\ndollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South
\nAfrican rand and Swiss francs, the “principal financial center” shall be New
\nYork City, Sydney, Toronto, London (solely in the case of the designated LIBOR
\ncurrency), Wellington, Johannesburg and Zurich, respectively.<\/p>\n<\/p>\n“London Business Day<\/em>” means a day on which commercial banks are open
\nfor business (including dealings in the designated LIBOR Currency) in London.\n<\/p>\n<\/p>\n“TARGET Business Day<\/em>” means a day on which the Trans-European
\nAutomated Real-Time Gross Settlement Express Transfer System is open for
\nbusiness.<\/p>\n<\/p>\n3<\/p>\n \n
\nThe interest so payable, and punctually paid or duly provided for, on any
\nInterest Payment Date will, as provided in the Indenture (referred to on the
\nreverse hereof), be paid to the person (the “Holder<\/em>“) in whose name
\nthis Security (or one or more Predecessor Securities) is registered at the close
\nof business on the 15th day (whether or not a Business Day) next preceding such
\nInterest Payment Date (a “Regular Record Date<\/em>“); provided<\/u>,
\nhowever<\/u>, that, if this Security was issued between a Regular Record Date
\nand the initial Interest Payment Date relating to such Regular Record Date,
\ninterest for the period beginning on the Original Issue Date and ending on such
\ninitial Interest Payment Date shall be paid on the Interest Payment Date
\nfollowing the next succeeding Regular Record Date to the Holder on such Regular
\nRecord Date; and provided further<\/u> that interest payable on the Maturity
\nDate will be payable to the person to whom the principal hereof shall be
\npayable. Any such interest not so punctually paid or duly provided for
\n(“Defaulted Interest<\/em>“) will forthwith cease to be payable to the Holder
\non such Regular Record Date and may either be paid to the person in whose name
\nthis Security (or one or more Predecessor Securities) is registered at the close
\nof business on a special record date (the “Special Record Date<\/em>“) for
\nthe payment of such Defaulted Interest to be fixed by the Trustee (referred to
\non the reverse hereof), notice whereof shall be given to the Holder of this
\nSecurity not less than 10 days prior to such Special Record Date, or may be paid
\nat any time in any other lawful manner, all as more fully provided in the
\nIndenture.<\/p>\n<\/p>\nUnless otherwise specified above, all payments in respect of this Security
\nwill be made in U.S. dollars regardless of the Specified Currency shown above
\nunless the Holder hereof makes the election described below. If the Specified
\nCurrency shown above is other than U.S. dollars, the Exchange Rate Agent
\n(referred to on the reverse hereof) will arrange to convert all payments in
\nrespect hereof into U.S. dollars in the manner described on the reverse hereof;
\nprovided<\/u>, however<\/u>, that the Holder hereof may, if so indicated
\nabove, elect to receive all payments in such Specified Currency by delivery of a
\nwritten request to the corporate trust office of the Trustee in New York City,
\non or prior to the applicable Regular Record Date or at least 15 days prior to
\nthe Stated Maturity, as the case may be. Such request may be in writing with a
\nsignature guarantee, mailed or hand delivered, or by cable, telex or other form
\nof facsimile transmission. The Holder hereof may elect to receive payment in
\nsuch Specified Currency for all principal, premium, if any, and interest
\npayments and need not file a separate election for each payment. Such election
\nwill remain in effect until revoked by written notice to the Trustee, but
\nwritten notice of any such revocation must be received by the Trustee on or
\nprior to the Regular Record Date or at least 15 days prior to the Stated
\nMaturity, as the case may be. Notwithstanding the foregoing, if the Company
\ndetermines that the Specified Currency is not available for making payments in
\nrespect hereof due to the imposition of exchange controls or other circumstances
\nbeyond the Company153s control, or is no longer used by the government of the
\ncountry issuing such currency or for the settlement of transactions by public
\ninstitutions of or within the international banking community, then the Holder
\nhereof may not so elect to receive payments in the Specified Currency and any
\nsuch outstanding election shall be automatically suspended, until the Company
\ndetermines that the Specified Currency is again available for making such
\npayments.<\/p>\n<\/p>\n In the event of an official redenomination of the Specified Currency, the
\nobligations of the Company with respect to payments on this Security shall, in
\nall cases, be deemed immediately following such redenomination to provide for
\npayment of that amount of redenominated currency representing the amount of such
\nobligations immediately before such redenomination. In no event shall any
\nadjustment be made to any amount payable hereunder as a<\/p>\n<\/p>\n 4<\/p>\n \n
\nresult of any change in the value of the Specified Currency shown above
\nrelative to any other currency due solely to fluctuations in exchange rates.\n<\/p>\n<\/p>\n Unless otherwise shown above, payment of interest on this Security (other
\nthan on the Maturity Date) will be made by check mailed to the registered
\naddress of the Holder hereof; provided<\/u>, however<\/u>, that, if (i) the
\nSpecified Currency is U.S. dollars and the Holder hereof is the Holder of
\nU.S.$1,000,000 or more in aggregate principal amount of Securities of the series
\nof which this Security is a part (whether having identical or different terms
\nand provisions) or (ii) the Specified Currency is a Foreign Currency, and the
\nHolder has elected to receive payments in such Specified Currency as provided
\nfor above, such interest payments will be made by transfer of immediately
\navailable funds, but only if appropriate instructions have been received in
\nwriting by the Trustee on or prior to the applicable Regular Record Date.
\nSimultaneously with any election by the Holder hereof to receive payments in
\nrespect hereof in the Specified Currency (if other than U.S. dollars), such
\nHolder may provide appropriate instructions to the Trustee, and all such
\npayments will be made in immediately available funds to an account maintained by
\nthe payee with a bank, but only if such bank has appropriate facilities
\ntherefor. Unless otherwise specified above, the principal hereof (and premium,
\nif any) and interest hereon payable on the Maturity Date will be paid in
\nimmediately available funds upon surrender of this Security at the corporate
\ntrust office of the Trustee maintained for that purpose in the Borough of
\nManhattan, The City and State of New York (or at such other location as may be
\nspecified above). The Company will pay any administrative costs imposed by banks
\nin making payments in immediately available funds, but, except as otherwise
\nprovided under Additional Amounts above, any tax, assessment or governmental
\ncharge imposed upon payments will be borne by the Holders of the Securities in
\nrespect of which such payments are made.<\/p>\n<\/p>\n REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH
\nON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
\nSAME EFFECT AS IF SET FORTH AT THIS PLACE.<\/p>\n<\/p>\n 5<\/p>\n \n
\nUnless the certificate of authentication hereon has been executed by the
\nTrustee by manual signature, this Security shall not be entitled to any benefit
\nunder the Indenture or be valid or obligatory for any purpose.<\/p>\n<\/p>\n IN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted under its facsimile corporate seal.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n KEYCORP<\/p>\n<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \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 | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Attest:<\/p>\n<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Assistant Secretary<\/p>\n<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n [Seal]<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Dated:<\/p>\n<\/td>\n | <\/td>\n | \n TRUSTEE153S CERTIFICATE OF AUTHENTICATION:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n This is one of the Securities of the series designated therein referred to in
\nthe within-mentioned Indenture<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n DEUTSCHE BANK TRUST COMPANY AMERICAS,
\nas Trustee<\/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 | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Authorized Signatory<\/p>\n<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 6<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n [REVERSE OF NOTE]<\/p>\n \n KEYCORP
\nMEDIUM-TERM NOTE, SERIES K<\/p>\n \n Section 1. General<\/u>. This Security is one of a duly authorized issue of
\nsecurities (herein called the “Securities<\/em>“) of the Company, issued and
\nto be issued in one or more series under and pursuant to an indenture, dated as
\nof June 10, 1994, as it may be supplemented from time to time (herein called the
\n“Indenture<\/em>“), between the Company and Deutsche Bank Trust Company
\nAmericas, as Trustee (herein called the “Trustee<\/em>,” which term includes
\nany successor trustee under the Indenture with respect to a series of which this
\nSecurity is a part), to which indenture and all indentures supplemental thereto,
\nreference is hereby made for a statement of the respective rights, limitations
\nof rights, duties and immunities thereunder of the Company, the Trustee and the
\nHolders of the Securities, and of the terms upon which the Securities are, and
\nare to be, authenticated and delivered. The Indenture was amended pursuant to a
\nFirst Supplemental Indenture dated as of November 14, 2001, copies of which are
\navailable from the Company or the Trustee. This Security is one of the series
\ndesignated on the face hereof, which is unlimited in aggregate principal amount.\n<\/p>\n<\/p>\nSection 2. Payments<\/u>. If the Specified Currency is other than U.S.
\ndollars and the Holder hereof fails to elect payment in such Specified Currency,
\nthe amount of U.S. dollar payments to be made in respect hereof will be
\ndetermined by the Exchange Rate Agent specified on the face hereof or a
\nsuccessor thereto (the “Exchange Rate Agent<\/em>“) based on the highest bid
\nquotation in New York City at approximately 11:00 a.m., New York City time, on
\nthe second Business Day preceding the applicable payment date from three
\nrecognized foreign exchange dealers selected by the Exchange Rate Agent (one of
\nwhich may be the Exchange Rate Agent unless the Exchange Rate Agent is the
\napplicable agent to or through which this Security was originally sold) for the
\npurchase by the quoting dealer of the Specified Currency for U.S. dollars for
\nsettlement on such payment date in the aggregate amount of the Specified
\nCurrency payable to all Holders of Securities denominated in a Foreign Currency
\nscheduled to receive U.S. dollar payments and at which the applicable dealer
\ncommits to execute a contract. If three of such bid quotations are not
\navailable, payments will be made in the Specified Currency.<\/p>\n<\/p>\nExcept as set forth below, if the Specified Currency is other than U.S.
\ndollars and the Specified Currency is not available due to the imposition of
\nexchange controls or to other circumstances beyond the Company153s control, or is
\nno longer used by the government of the country issuing such currency or for
\nsettlement of transactions by public institutions of or within the international
\nbanking community, the Company will be entitled to make payments in U.S. dollars
\non the basis of the noon buying rate in New York City for cable transfers of
\nsuch Specified Currency as certified for customs purposes (or, if not so
\ncertified as otherwise determined) by the Federal Reserve Bank of New York (the
\n“Market Exchange Rate<\/em>“) as computed by the Exchange Rate Agent for such
\nSpecified Currency on the second Business Day prior to such payment or, if the
\nMarket Exchange Rate is then not available, on the basis of the most recently
\navailable Market Exchange Rate or as otherwise indicated on the face hereof. Any
\npayment made under such circumstances in U.S. dollars where the required payment
\nis in a<\/p>\n<\/p>\n1<\/p>\n \n
\nSpecified Currency other than U.S. dollars will not constitute an Event of
\nDefault or Default under the Indenture.<\/p>\n<\/p>\n All determinations referred to above made by the Exchange Rate Agent shall be
\nat its sole discretion and, in the absence of manifest error, shall be
\nconclusive for all purposes and binding on the Holder of this Security.<\/p>\n<\/p>\n All currency exchange costs will be borne by the Holder of this Security
\nthrough deductions from payments otherwise due to such Holder.<\/p>\n<\/p>\n Section 3. Interest Rate Calculations<\/u>. Unless otherwise set forth on
\nthe face hereof, the following provisions of this Section 3 shall apply to the
\ncalculation of interest on this Security. If the first Interest Reset Date is
\nlater than the Original Issue Date, this Security will bear interest from its
\nOriginal Issue Date to the first Interest Reset Date (as defined below) at the
\nInitial Interest Rate set forth on the face hereof. Thereafter, the interest
\nrate hereon for each Interest Reset Period (as defined below) will be determined
\nby reference to the Base Rate set forth on the face hereof, as adjusted by the
\nSpread, the Spread Multiplier or other formula, if any, set forth on the face
\nhereof.<\/p>\n<\/p>\n As set forth on the face hereof, this Security may also have either or both
\nof the following: (i) a maximum limitation, or ceiling, on the rate at which
\ninterest may accrue during any Interest Reset Period (“Maximum Interest
\nRate<\/em>“); and (ii) a minimum limitation, or floor, on the rate at which
\ninterest may accrue during any Interest Reset Period (“Minimum Interest
\nRate<\/em>“). In addition to any Maximum Interest Rate that may be set forth on
\nthe face hereof, the interest rate on this Security will in no event be higher
\nthan the maximum rate permitted by New York law, as the same may be modified by
\nUnited States law of general application.<\/p>\n<\/p>\nThe rate of interest hereon will be reset daily, weekly, monthly, quarterly,
\nsemiannually or annually (each, an “Interest Reset Period<\/em>“) as set
\nforth on the face hereof. The “Interest Reset Date<\/em>” is the first day of
\neach Interest Reset Period and will be, if this Security resets (i) daily, each
\nBusiness Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set
\nforth on the face hereof is the Treasury Rate); weekly and if the Base Rate set
\nforth on the face hereof is the Treasury Rate, the Tuesday of each week; (iii)
\nmonthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday
\nof March, June, September and December of each year; (v) semiannually, the third
\nWednesday of each of the two months which are six months apart as set forth on
\nthe face hereof; and (vi) annually, the third Wednesday of one month of each
\nyear set forth on the face hereof. If any Interest Reset Date would otherwise be
\na day that is not a Business Day, such Interest Reset Date shall be the next
\nsucceeding Business Day, except that, if the Base Rate set forth on the face
\nhereof is LIBOR or EURIBOR, if such Business Day is in the next succeeding
\ncalendar month, such Interest Reset Date shall be the immediately preceding
\nLondon Business Day or TARGET Business Day, respectively.<\/p>\n<\/p>\nThe “Interest Determination Date<\/em>” is the date as of which the new
\ninterest rate is determined for a particular Interest Reset Date, based on the
\napplicable interest rate basis or formula as of that Interest Determination
\nDate. If the Base Rate set forth on the face hereof is the CD Rate, the CMT
\nRate, the Commercial Paper Rate, the Federal Funds Rate, the CMS Rate or the
\nPrime Rate, the Interest Determination Date pertaining to an Interest Reset Date
\nfor this<\/p>\n<\/p>\n2<\/p>\n \n
\nSecurity will be the second Business Day next preceding such Interest Reset
\nDate. If the Base Rate set forth on the face hereof is the Eleventh District
\nCost of Funds Rate, the Interest Determination Date pertaining to an Interest
\nReset Date for this Security will be the last working day of the month
\nimmediately preceding such Interest Reset Date on which the Federal Home Loan
\nBank of San Francisco published the Eleventh District Cost of Funds Index (the
\n“Eleventh District Cost of Funds Index<\/em>“). If the Base Rate set forth on
\nthe face hereof is LIBOR or EURIBOR, the Interest Determination Date pertaining
\nto an Interest Reset Date for this Security will be the second London Business
\nDay or TARGET Business Day, respectively, next preceding such Interest Reset
\nDate (unless the designated LIBOR Currency is British pounds sterling, in which
\ncase the Interest Determination Date will be the Interest Reset Date). If the
\nBase Rate set forth on the face hereof is the Treasury Rate, the Interest
\nDetermination Date pertaining to an Interest Reset Date for this Security will
\nbe the day of the week in which such Interest Reset Date falls on which Treasury
\nbills of the same index maturity are auctioned. Treasury bills are usually sold
\nat auction on Monday of each week, unless that day is a legal holiday, in which
\ncase the auction is usually held on the following Tuesday, except that such
\nauction may be held on the preceding Friday. If, as the result of a legal
\nholiday, an auction is so held on the preceding Friday, such Friday will be the
\nInterest Determination Date pertaining to the Interest Reset Date occurring in
\nthe next week. If an auction falls on any Interest Reset Date, then the Interest
\nReset Date will instead be the first Business Day immediately following the
\nauction sale.<\/p>\n<\/p>\nUnless otherwise set forth on the face hereof, the “Calculation
\nDate<\/em>,” where applicable, pertaining to an Interest Determination Date is
\nthe earlier of (i) the 10th calendar day after such Interest Determination Date,
\nor if any such day is not a Business Day, the next succeeding Business Day or
\n(ii) the Business Day immediately preceding the applicable Interest Payment Date
\nor the Stated Maturity, as the case may be.<\/p>\n<\/p>\nThe Company will appoint and enter into an agreement with an agent (a
\n“Calculation Agent<\/em>“) to calculate the rate of interest on the
\nSecurities of this series which bear interest at a floating rate. Unless
\notherwise set forth on the face hereof, KeyBank National Association will be the
\nCalculation Agent. At the request of the Holder hereof, the Calculation Agent
\nwill provide the interest rate then in effect and, if determined, the interest
\nrate that will become effective on the next succeeding Interest Reset Date.<\/p>\n<\/p>\nNotwithstanding any of the foregoing, the interest rate thereon shall not be
\ngreater than the Maximum Interest Rate, if any, or less than the Minimum
\nInterest Rate, if any, shown on the face hereof. In addition, the interest rate
\nhereon shall in no event be higher than the maximum rate permitted by New York
\nlaw, as the same may be modified by United States law of general application.\n<\/p>\n<\/p>\n Interest will be payable on, unless specifically set forth on the face
\nhereof, if this Security resets (i) daily, weekly or monthly, the third
\nWednesday of each month or the third Wednesday of March, June, September and
\nDecember of each year, as set forth on the face hereof unless if the Base Rate
\nis the Eleventh District Cost of Funds Rate; (ii) monthly and the Base Rate set
\nforth on the face hereof is the Eleventh District Cost of Funds Rate, then the
\nfirst calendar day of each month as set forth on the face hereof; (iii)
\nquarterly, the third Wednesday of March, June, September and December of each
\nyear; (iv) semiannually, the third Wednesday of each of the<\/p>\n<\/p>\n 3<\/p>\n \n
\ntwo months set forth on the face hereof; and (v) annually, the third
\nWednesday of the month set forth on the face hereof (each, an “Interest
\nPayment Date<\/em>“), and in each case, on the Maturity Date or at redemption or
\nrepurchase.<\/p>\n<\/p>\nThe interest payable hereon on each Interest Payment Date and on the Maturity
\nDate shall be the amount of interest accrued from and including the Original
\nIssue Date or the last Interest Payment Date to which interest has been paid or
\nduly provided for, as the case may be, to, but excluding, the next succeeding
\nInterest Payment Date or the Maturity Date, as the case may be. If the Stated
\nMaturity falls on a day which is not a Business Day, the payment of principal,
\npremium, if any, and interest with respect to the Stated Maturity will be paid
\non the next succeeding Business Day with the same force and effect as if made on
\nthe Stated Maturity, and no interest shall accrue on the amount so payable as a
\nresult of such delayed payment. If an Interest Payment Date other than the
\nStated Maturity falls on a day that is not a Business Day, such Interest Payment
\nDate will be postponed to the next day that is a Business Day and interest will
\naccrue for the period of such postponement (except if the Base Rate specified
\nabove is LIBOR or EURIBOR, and such day falls in the next succeeding calendar
\nmonth, such Interest Payment Date will be advanced to the immediately preceding
\nLondon Business Day or TARGET Business Day, respectively), it being understood
\nthat, to the extent this sentence is inconsistent with Section 112 of the
\nIndenture, the provisions of this sentence shall apply in lieu of such Section.\n<\/p>\n<\/p>\n Accrued interest will be calculated by multiplying the principal amount
\nhereof by an accrued interest factor. The accrued interest factor will be
\ncomputed by adding the interest factor calculated for each day in the interest
\nperiod or from the date from which accrued interest is being calculated. The
\ninterest factor for each such day is computed by dividing the interest rate in
\neffect on that day (1) by 360, if the Base Rate set forth on the face hereof is
\nthe CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate,
\nLIBOR, CMS Rate or Eleventh District Cost of Funds Rate (as described below), or
\n(2) by the actual number of days in the year, if the Base Rate set forth on the
\nface hereof is the Treasury Rate or CMT Rate. The interest rate applicable to
\nany day that is an Interest Reset Date is the interest rate as determined, in
\naccordance with the procedures hereinafter set forth, with respect to the
\nInterest Determination Date pertaining to such Interest Reset Date. The interest
\nrate applicable to any other day is the interest rate for the immediately
\npreceding Interest Reset Date (or, if none, the Initial Interest Rate, as set
\nforth on the face hereof).<\/p>\n<\/p>\n All percentages used in or resulting from any calculation with respect hereto
\nwill be rounded, if necessary, to the nearest one hundred-thousandth of a
\npercentage point, with five one-millionths of a percentage point rounded upward
\n(e.g., 7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and
\n7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)). All
\ncurrency amounts used in or resulting from such calculation will be rounded to
\nthe nearest one-hundredth of a unit (with five one-thousandths of a unit being
\nrounded upward).<\/p>\n<\/p>\n Subject to applicable provisions of law and except as specified herein, with
\nrespect to each Interest Determination Date, the rate of interest shall be the
\nrate determined by the Calculation Agent in accordance with the provisions of
\nthe applicable heading below.<\/p>\n<\/p>\n 4<\/p>\n \n
\nDetermination of CD Rate<\/u>. If the Base Rate set forth on the face
\nhereof is the CD Rate, this Security will bear interest for each Interest Reset
\nPeriod at the interest rate calculated with reference to the CD Rate, plus or
\nminus any Spread, and\/or multiplied by any Spread Multiplier, and subject to the
\nMinimum Interest Rate and the Maximum Interest Rate, if any, set forth on the
\nface hereof. Unless otherwise set forth on the face hereof, the “CD
\nRate<\/em>” means, with respect to any Interest Determination Date, the rate on
\nsuch date for negotiable U.S. dollar certificates of deposit having the Index
\nMaturity set forth on the face hereof as published by the Board of Governors of
\nthe Federal Reserve System in “Statistical Release H.15(519), Selected
\nInterest Rates<\/em>,” or any successor publication of the Board of Governors of
\nthe Federal Reserve System (“H.15(519)<\/em>“) under the heading “CDs
\n(secondary market)<\/em>” (or any other heading that is the then applicable
\nheading established to describe such Index Maturity).<\/p>\n<\/p>\nThe “Index Maturity<\/em>” is the period to maturity of the instrument or
\nobligation with respect to which the related interest rate basis or formulae
\nwill be calculated.<\/p>\n<\/p>\nHowever, if the above rate is not published in H.15(519) by 3:00 p.m., New
\nYork City time, on the Calculation Date pertaining to such Interest
\nDetermination Date, the CD Rate will be the rate on such Interest Determination
\nDate for negotiable certificates of deposit having the Index Maturity set forth
\non the face hereof as published in H.15 Daily Update, or such other recognized
\nelectronic source used for the purpose of displaying such rate, under the
\ncaption “CDs (secondary market)<\/em>.” “H.15 Daily Update<\/em>” means
\nthe daily update of H.15(519), available through the Internet site of the Board
\nof Governors of the Federal Reserve System at
\nhttp:\/\/www.bog.frb.fed.us\/releases\/h15\/update<\/em>, or any successor site or
\npublication. If by 3:00 p.m., New York City time, on the Calculation Date
\npertaining to such Interest Determination Date, such rate is not yet published
\nin H.15(519), H.15 Daily Update or another recognized electronic source, the
\nCalculation Agent will determine the CD Rate on such Interest Determination Date
\nand it will be the arithmetic mean of the secondary market offered rates as of
\n10:00 a.m., New York City time, on such Interest Determination Date, for
\ncertificates of deposit with a remaining maturity closest to the Index Maturity
\nset forth on the face hereof of three leading nonbank dealers of negotiable U.S.
\ndollar certificates of deposit in New York City selected by the Calculation
\nAgent for negotiable U.S. dollar certificates of deposit of major United States
\nmoney center banks in the market for negotiable certificates of deposit.
\nHowever, if fewer than three dealers selected as aforesaid by the Calculation
\nAgent are quoting as set forth above, the CD Rate in effect for the applicable
\nperiod will be the same as the CD Rate for the immediately preceding Interest
\nReset Period (or, if there was no such Interest Rate Period, the rate of
\ninterest payable on the CD Rate Notes for which such CD Rate is being determined
\nshall be the Initial Interest Rate).<\/p>\n<\/p>\nDetermination of CMS Rate<\/u>. If the Base Rate set forth on the face
\nhereof is the CMS Rate, this Security will bear interest for each Interest Reset
\nPeriod at the interest rate calculated with reference to the CMS Rate, plus or
\nminus any Spread, and\/or multiplied by any Spread Multiplier, and subject to the
\nMinimum Interest Rate and the Maximum Interest Rate, if any, set forth on the
\nface hereof.<\/p>\n<\/p>\n Unless otherwise set forth on the face hereof, the CMS Rate for each Interest
\nReset Period will be the rate on the applicable Interest Determination Date for
\nthe designated maturity<\/p>\n<\/p>\n 5<\/p>\n \n
\nspecified in the pricing supplement that appears on Reuters Screen ISDAFIX1
\nas of 11:00 a.m., New York city time.<\/p>\n<\/p>\n The following procedures will be followed if the CMS Rate cannot be
\ndetermined as described above:<\/p>\n<\/p>\n (i) If the above rate is not displayed by 11:00 a.m. New York City time, the
\nrate for such date shall be determined as if the parties had specified
\n“USD-CMS-Reference Banks<\/em>” as the applicable rate.
\n“USD-CMS-Reference Banks<\/em>” means, on any Interest Determination Date,
\nthe rate determined on the basis of the mid-market semi-annual swap rate
\nquotations provided by the Reference Banks at approximately 11:00 a.m., New York
\ncity time on such Interest Determination Date; and for this purpose, the
\nsemi-annual swap rate means the mean of the bid and offered rates for the
\nsemi-annual fixed leg, calculated on a 30\/360 day count basis, of a
\nfixed-for-floating U.S. Dollar interest rate swap transaction with a term equal
\nto the designated maturity commencing on that date and in a representative
\namount with an acknowledged dealer of good credit in the swap market, where the
\nfloating leg, calculated on an actual\/360 day count basis, is equivalent to
\nUSD-LIBOR-BBA with the designated maturity specified on the face hereof. The
\nrate for that date will be the arithmetic mean of the quotations, eliminating
\nthe highest quotation (or, in the event of equality, one of the highest) and the
\nlowest quotation (or, in the event of equality, one of the lowest).<\/p>\n<\/p>\n(ii) If no rate is available as described above, the CMS Rate for the new
\nInterest Reset Period will be the same as for the immediately preceding Interest
\nReset Period. If there was no such Interest Reset Period, the CMS Rate will be
\nthe Initial Interest Rate.<\/p>\n<\/p>\n References herein to “U.S. dollars<\/em>” or “U.S. $<\/em>” or
\n“$<\/em>” are to the currency of the United States of America.<\/p>\n<\/p>\nDetermination of CMT Rate<\/u>. If the Base Rate set forth on the face
\nhereof is the CMT Rate, this Security will bear interest for each Interest Reset
\nPeriod at the interest rate calculated with reference to the CMT Rate, plus or
\nminus any Spread, and\/or multiplied by any Spread Multiplier, and subject to the
\nMinimum Interest Rate and Maximum Interest Rate, if any, set forth on the face
\nhereof. Unless otherwise set forth on the face hereof, the “CMT Rate<\/em>”
\nmeans, with respect to any Interest Determination Date pertaining thereto:<\/p>\n<\/p>\n(i) If “Reuters Page FRBCMT<\/em>” is the specified CMT Reuters Page on
\nthe face hereof, the CMT Rate on the Interest Determination Date shall be a
\npercentage equal to the yield for United States Treasury securities at “constant
\nmaturity” having the Index Maturity specified on the face hereof as set forth in
\nH.15(519) under the caption “Treasury Constant Maturities<\/em>,” as such
\nyield is displayed on Reuters (or any successor service) on page FRBCMT (or any
\nother page as may replace such page on such service) (“Reuters Page
\nFRBCMT<\/em>“) for such Interest Determination Date. The Calculation Agent will
\nfollow the following procedures if the Reuters Page FRBCMT CMT Rate cannot be
\ndetermined as described in the preceding sentence: (a) If such rate does not
\nappear on Reuters Page FRBCMT, the CMT Rate on such Interest Determination Date
\nshall be a percentage equal to the yield for United States Treasury securities
\nat “constant maturity” having the Index Maturity specified on the face hereof
\nand for such Interest Determination Date as set forth in H.15(519) under the
\ncaption “Treasury Constant<\/em><\/p>\n<\/p>\n6<\/p>\n \n
\nMaturities<\/em>.” (b) If such rate does not appear in H.15(519), the CMT
\nRate on such Interest Determination Date shall be the rate for the period of the
\nIndex Maturity specified on the face hereof as may then be published by either
\nthe Federal Reserve Board or the United States Department of the Treasury that
\nthe Calculation Agent determines to be comparable to the rate that would
\notherwise have been published in H.15(519). (c) If the Federal Reserve Board or
\nthe United States Department of the Treasury does not publish a yield on United
\nStates Treasury securities at “constant maturity” having the Index Maturity
\nspecified on the face hereof for such Interest Determination Date, the CMT Rate
\non such Interest Determination Date shall be calculated by the Calculation Agent
\nand shall be a yield-to-maturity based on the arithmetic mean of the secondary
\nmarket bid prices at approximately 3:30 p.m., New York City time, on such
\nInterest Determination Date of three leading primary United States government
\nsecurities dealers in New York City (which may include the agents or their
\naffiliates) (each, a “Reference Dealer<\/em>“) selected by the Calculation
\nAgent from five such Reference Dealers selected by the Calculation Agent and
\neliminating the highest quotation (or, in the event of equality, one of the
\nhighest) and the lowest quotation (or, in the event of equality, one of the
\nlowest) for United States Treasury securities with an original maturity equal to
\nthe Index Maturity specified on the face hereof, a remaining term to maturity no
\nmore than one year shorter than such Index Maturity and in a principal amount
\nthat is representative for a single transaction in such securities in such
\nmarket at such time. (d) If fewer than three prices are provided as requested,
\nthe CMT Rate on such Interest Determination Date shall be calculated by the
\nCalculation Agent and shall be a yield-to-maturity based on the arithmetic mean
\nof the secondary market bid prices as of approximately 3:30 p.m., New York City
\ntime, on such Interest Determination Date of three Reference Dealers selected by
\nthe Calculation Agent from five such Reference Dealers selected by the
\nCalculation Agent and eliminating the highest quotation (or, in the event of
\nequality, one of the highest) and the lowest quotation (or, in the event of
\nequality, one of the lowest) for United States Treasury securities with an
\noriginal maturity greater than the Index Maturity specified on the face hereof,
\na remaining term to maturity closest to such Index Maturity and in a principal
\namount that is representative for a single transaction in such securities in
\nsuch market at such time. If two such United States Treasury securities with an
\noriginal maturity greater than the Index Maturity specified on the face hereof
\nhave remaining terms to maturity equally close to such Index Maturity, the
\nquotes for the Treasury security with the shorter original term to maturity will
\nbe used. If fewer than five but more than two such prices are provided as
\nrequested, the CMT Rate on such Interest Determination Date shall be calculated
\nby the Calculation Agent and shall be based on the arithmetic mean of the bid
\nprices obtained and neither the highest nor the lowest of such quotations shall
\nbe eliminated; provided, however, that if fewer than three such prices are
\nprovided as requested, the CMT Rate determined as of such Interest Determination
\nDate shall be the CMT Rate in effect on such Interest Determination Date.<\/p>\n<\/p>\n(ii) If “Reuters Page FEDCMT<\/em>” is the specified CMT Reuters Page on
\nthe face hereof, the CMT Rate on the Interest Determination Date shall be a
\npercentage equal to the one-week or one-month, as specified on the face hereof,
\naverage yield for United States Treasury securities at “constant maturity”
\nhaving the Index Maturity specified on the face hereof as set forth in H.15(519)
\nopposite the caption “Treasury Constant Maturities<\/em>,” as such yield is
\ndisplayed on Reuters on page FEDCMT (or any other page as may replace such page
\non such service) (“Reuters Page FEDCMT<\/em>“) for the week or month, as
\napplicable, ended immediately preceding the week or month, as applicable, in
\nwhich such Interest Determination Date falls.<\/p>\n<\/p>\n7<\/p>\n \n
\nThe Calculation Agent will follow the following procedures if the Reuters
\nPage FEDCMT CMT Rate cannot be determined as described in the preceding
\nsentence: (a) If such rate does not appear on Reuters Page FEDCMT, the CMT Rate
\non such Interest Determination Date shall be a percentage equal to the one-week
\nor one-month, as specified on the face hereof, average yield for United States
\nTreasury securities at “constant maturity” having the Index Maturity specified
\non the face hereof for the week or month, as applicable, preceding such Interest
\nDetermination Date as set forth in H.15(519) opposite the caption “Treasury
\nConstant Maturities<\/em>.” (b) If such rate does not appear in H.15(519), the
\nCMT Rate on such Interest Determination Date shall be the one-week or one-month,
\nas specified on the face hereof, average yield for United States Treasury
\nsecurities at “constant maturity” having the Index Maturity specified on the
\nface hereof as otherwise announced by the Federal Reserve Bank of New York for
\nthe week or month, as applicable, ended immediately preceding the week or month,
\nas applicable, in which such Interest Determination Date falls. (c) If the
\nFederal Reserve Bank of New York does not publish a one-week or one-month, as
\nspecified on the face hereof, average yield on United States Treasury securities
\nat “constant maturity” having the Index Maturity specified on the face hereof
\nfor the applicable week or month, the CMT Rate on such Interest Determination
\nDate shall be calculated by the Calculation Agent and shall be a
\nyield-to-maturity based on the arithmetic mean of the secondary market bid
\nprices at approximately 3:30 p.m., New York City time, on such Interest
\nDetermination Date of three Reference Dealers selected by the Calculation Agent
\nfrom five such Reference Dealers selected by the Calculation Agent and
\neliminating the highest quotation (or, in the event of equality, one of the
\nhighest) and the lowest quotation (or, in the event of equality, one of the
\nlowest) for United States Treasury securities with an original maturity equal to
\nthe Index Maturity specified on the face hereof, a remaining term to maturity of
\nno more than one year shorter than such Index Maturity and in a principal amount
\nthat is representative for a single transaction in such securities in such
\nmarket at such time. (d) If fewer than five but more than two such prices are
\nprovided as requested, the CMT Rate on such Interest Determination Date shall be
\nthe rate on the Interest Determination Date calculated by the Calculation Agent
\nbased on the arithmetic mean of the bid prices obtained and neither the highest
\nnor the lowest of such quotation shall be eliminated. (e) If fewer than three
\nprices are provided as requested, the CMT Rate on such Interest Determination
\nDate shall be calculated by the Calculation Agent and shall be a
\nyield-to-maturity based on the arithmetic mean of the secondary market bid
\nprices as of approximately 3:30 p.m., New York City time, on such Interest
\nDetermination Date of three Reference Dealers selected by the Calculation Agent
\nfrom five such Reference Dealers selected by the Calculation Agent and
\neliminating the highest quotation (or, in the event of equality, one of the
\nhighest) and the lowest quotation (or, in the event of equality, one of the
\nlowest) for United States Treasury securities with an original maturity longer
\nthan the Index Maturity specified on the face hereof, a remaining term to
\nmaturity closest to such Index Maturity and in a principal amount that is
\nrepresentative for a single transaction in such securities in such market at
\nsuch time. If two United States Treasury securities with an original maturity
\ngreater than the Index Maturity specified on the face hereof have remaining
\nterms to maturity equally close to such Index Maturity, the quotes for the
\nTreasury security with the shorter original term to maturity will be used. If
\nfewer than five but more than two such prices are provided as requested, the CMT
\nRate on such CMT Rate interest determination date shall be the rate on the
\nInterest Determination Date calculated by the Calculation Agent based on the
\narithmetic mean of the bid prices obtained and neither the highest nor lowest of
\nsuch quotations shall be eliminated; provided, however, that if fewer than<\/p>\n<\/p>\n8<\/p>\n \n
\nthree such prices are provided as requested, the CMT Rate determined as of
\nsuch Interest Determination Date shall be the CMT Rate in effect on such
\nInterest Determination Date.<\/p>\n<\/p>\n Determination of Commercial Paper Rate<\/u>. If the Base Rate set forth on
\nthe face hereof is the Commercial Paper Rate, this Security will bear interest
\nfor each Interest Reset Period at the interest rate calculated with reference to
\nthe Commercial Paper Rate, plus or minus any Spread, and\/or multiplied by any
\nSpread Multiplier, and subject to the Minimum Interest Rate and Maximum Interest
\nRate, if any, set forth on the face hereof. Unless otherwise set forth on the
\nface hereof, the “Commercial Paper Rate<\/em>” means, with respect to any
\nInterest Determination Date pertaining thereto, the Money Market Yield
\n(calculated as described below) of the rate on such date for commercial paper
\nhaving the Index Maturity set forth on the face hereof, as such rate shall be
\npublished in H.15(519) prior to 3:00 p.m., New York City time, on the
\nCalculation Date under the caption “Commercial Paper : Nonfinancial<\/em>.”
\nIf the above rate is not published in H.15(519) by 3:00 p.m., New York City
\ntime, on the Calculation Date, the Commercial Paper Rate shall be the Money
\nMarket Yield of the rate on such Interest Determination Date for commercial
\npaper having the Index Maturity set forth on the face hereof as published in
\nH.15 Daily Update or such other recognized electronic source used for the
\npurpose of displaying such rate, under the caption “Commercial Paper –
\nNonfinancial<\/em>.” If by 3:00 p.m., New York City time, on the Calculation Date
\npertaining to such Interest Determination Date such rate is not yet published in
\nH.15(519), H.15 Daily Update or another recognized electronic source, the
\nCommercial Paper Rate on such Interest Determination Date shall be calculated by
\nthe Calculation Agent and shall be the Money Market Yield of the arithmetic mean
\nof the offered rates as of 11:00 a.m., New York City time, on such Interest
\nDetermination Date of three leading dealers in commercial paper in New York City
\nselected by the Calculation Agent for commercial paper having the Index Maturity
\nset forth on the face hereof placed for an industrial issuer whose bond rating
\nis “AA,” or the equivalent, from a nationally recognized securities rating
\norganization. However, if fewer than three dealers selected as aforesaid by the
\nCalculation Agent are quoting offered rates as mentioned in the previous
\nsentence, the Commercial Paper Rate in effect for the applicable period will be
\nthe same as the Commercial Paper Rate for the immediately preceding Interest
\nReset Period (or, if there was no such Interest Reset Period, the rate of
\ninterest payable on the Commercial Paper Rate Notes for which such Commercial
\nPaper Rate is being determined shall be the Initial Interest Rate).<\/p>\n<\/p>\n“Money Market Yield<\/em>” shall be a yield (expressed as a percentage)
\ncalculated in accordance with the following formula:<\/p>\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n MONEY MARKET YIELD =<\/p>\n<\/td>\n | <\/td>\n | \n D x 360<\/p>\n<\/td>\n | <\/td>\n | \n x 100<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n 360 : (D x M)<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n where “D” refers to the applicable annual rate for commercial paper quoted on
\na bank discount basis and expressed as a decimal; and “M” refers to the actual
\nnumber of days in the Interest Period for which the interest is being
\ncalculated.<\/p>\n<\/p>\n Determination of Eleventh District Cost of Funds Rate<\/u>. If the Base
\nRate set forth on the face hereof is the Eleventh District Cost of Funds Rate,
\nthis Security will bear interest for each Interest Reset Period at the Interest
\nRate calculated with reference to the Eleventh District Cost of Funds Rate, plus
\nor minus any Spread, and\/or multiplied by any Spread Multiplier, and subject\n<\/p>\n<\/p>\n 9<\/p>\n \n
\nto the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on
\nthe face hereof. Unless otherwise set forth on the face hereof, “Eleventh
\nDistrict Cost of Funds Rate<\/em>” means, with respect to any Interest
\nDetermination Date, the rate on the applicable Interest Determination Date equal
\nto the monthly weighted average cost of funds for the calendar month preceding
\nthe Interest Determination Date as displayed under the caption “11TH DIST
\nCOFI<\/em>” on Reuters Page COFI\/ARMS. “Reuters Page COFI\/ARMS<\/em>” means
\nthe display page designated as page COFI\/ARMS on Reuters, or any successor
\nservice or page, for the purpose of displaying the monthly weighted average cost
\nof funds paid by member institutions of the Eleventh Federal Home Loan Bank
\nDistrict, as of 11:00 a.m., San Francisco time, on such Interest Determination
\nDate.<\/p>\n<\/p>\nThe following procedures will be followed if the Eleventh District Cost of
\nFunds Rate cannot be determined as described above:<\/p>\n<\/p>\n (i) If the above rate is not displayed on the applicable Interest
\nDetermination Date, the Eleventh District Cost of Funds Rate will be the
\nEleventh District Cost of Funds Rate Index on the applicable Interest
\nDetermination Date.<\/p>\n<\/p>\n (ii) If the Federal Home Loan Bank (“FHLB<\/em>“) of San Francisco fails
\nto announce the rate for the calendar month next preceding the applicable
\nInterest Determination Date, then the Eleventh District Cost of Funds Rate for
\nthe new Interest Reset Period will be the same as for the immediately preceding
\nInterest Reset Period. If there was no such Interest Reset Period, the Eleventh
\nDistrict Cost of Funds Rate Index will be the Initial Interest Rate.<\/p>\n<\/p>\n(iii) The “Eleventh District Cost of Funds Rate Index<\/em>” will be the
\nmonthly weighted average cost of funds paid by member institutions of the
\nEleventh Federal Home Loan Bank District that the FHLB of San Francisco most
\nrecently announced as the cost of funds for the calendar month preceding the
\napplicable Interest Determination Date.<\/p>\n<\/p>\nDetermination of EURIBOR<\/u>. If the Base Rate set forth on the face
\nhereof is EURIBOR, this Security will bear interest for each Interest Reset
\nPeriod at the interest rate calculated with reference to EURIBOR, plus or minus
\nany Spread, and\/or multiplied by any Spread Multiplier, and subject to the
\nMinimum Interest Rate and the Maximum Interest Rate, if any, set forth on the
\nface hereof. With respect to Securities indexed to EURIBOR, unless otherwise set
\nforth on the face hereof, the Calculation Agent will determine EURIBOR on each
\nEURIBOR determination date, which is the second TARGET Business Day prior to the
\nInterest Reset Date for each Interest Reset Period.<\/p>\n<\/p>\n Unless otherwise specified on the face hereof, EURIBOR means, with respect to
\nany Interest Determination Date, a base rate equal to the interest rate for
\ndeposits in euro designated as “EURIBOR<\/em>” and sponsored jointly by the
\nEuropean Banking Federation and ACI : the Financial Market Association, or any
\ncompany established by the joint sponsors for purposes of compiling and
\npublishing that rate. EURIBOR will be determined in the following manner:<\/p>\n<\/p>\n(i) EURIBOR will be the offered rate for deposits in euro having the Index
\nMaturity specified on the face hereof, beginning on the second TARGET Business
\nDay after such Interest<\/p>\n<\/p>\n 10<\/p>\n \n
\nDetermination Date, as that rate appears on Reuters Page EURIBOR 01 as of
\n11:00 a.m., Brussels time, on such Interest Determination Date.<\/p>\n<\/p>\n (ii) If the rate described above does not appear on Reuters Page EURIBOR 01,
\nEURIBOR will be determined on the basis of the rates, at approximately 11:00
\na.m., Brussels time, on such Interest Determination Date, at which deposits of
\nthe following kind are offered to prime banks in the euro-zone interbank market
\nby the principal euro-zone office of each of four major banks in that market
\nselected by the Calculation Agent: euro deposits having such EURIBOR Index
\nMaturity, beginning on such EURIBOR Interest Reset Date, and in a representative
\namount. The Calculation Agent will request that the principal euro-zone office
\nof each of these banks provide a quotation of its rate. If at least two
\nquotations are provided, EURIBOR for such Interest Determination Date will be
\nthe arithmetic mean of the quotations.<\/p>\n<\/p>\n (iii) If fewer than two quotations are provided as described above, EURIBOR
\nfor such Interest Determination Date will be the arithmetic mean of the rates
\nfor loans of the following kind to leading euro-zone banks quoted, at
\napproximately 11:00 a.m., Brussels time on that Interest Determination Date, by
\nthree major banks in the euro-zone selected by the Calculation Agent: loans of
\neuro having such EURIBOR Index Maturity, beginning on such EURIBOR Interest
\nReset Date, and in an amount that is representative of a single transaction in
\neuro in that market at the time.<\/p>\n<\/p>\n If fewer than three banks selected by the Calculation Agent are quoting as
\ndescribed above, EURIBOR for the new interest period will be EURIBOR in effect
\nfor the prior interest period. If the initial base rate has been in effect for
\nthe prior interest period, however, it will remain in effect for the new
\ninterest period.<\/p>\n<\/p>\n “Euro-zone<\/em>” means the region comprised of member states of the
\nEuropean Union that adopt the single currency in accordance with the Treaty
\nestablishing the European Community, as amended by the Treaty on European Union.\n<\/p>\n<\/p>\nDetermination of Federal Funds Rate<\/u>. If the Base Rate set forth on the
\nface hereof is the Federal Funds Rate, this Security will bear interest for each
\nInterest Reset Period at the interest rate calculated with reference to the
\nFederal Funds Rate, plus or minus any Spread, and\/or multiplied by any Spread
\nMultiplier, and subject to the Minimum Interest Rate and the Maximum Interest\n<\/p>\n<\/p>\n Unless otherwise specified on the face hereof, “Federal Funds Rate<\/em>”
\nmeans the rate determined by the Calculation Agent, with respect to any Interest
\nDetermination Date, in accordance with the following provisions:<\/p>\n<\/p>\n(i) If “Federal Funds (Effective) Rate<\/em>” is the specified Federal
\nFunds Rate on the face hereof, the Federal Funds Rate as of the applicable
\nInterest Determination Date shall be the rate with respect to such date for
\nUnited States dollar Federal Funds as published in H.15(519) opposite the
\ncaption “Federal Funds (Effective)<\/em>,” as such rate is displayed on
\nReuters on page FEDFUNDS1 (or any other page as may replace such page on such
\nservice) (“Reuters Page FEDFUNDS1<\/em>“) under the heading
\n“EFFECT<\/em>,” or, if such rate is not so published by 3:00 p.m., New York
\nCity time, on the Calculation Date, the rate with respect to such Interest<\/p>\n<\/p>\n11<\/p>\n \n
\nDetermination Date for United States dollar Federal Funds as published in
\nH.15 Daily Update, or such other recognized electronic source used for the
\npurpose of displaying such rate, under the caption “Federal Funds
\n(Effective)<\/em>.” If such rate does not appear on Reuters Page FEDFUNDS1 or is
\nnot yet published in H.15(519), H.15 Daily Update or another recognized
\nelectronic source by 3:00 p.m., New York City time, on the related Calculation
\nDate, then the Federal Funds Rate with respect to such Interest Determination
\nDate shall be calculated by the Calculation Agent and will be the arithmetic
\nmean of the rates for the last transaction in overnight United States dollar
\nFederal Funds arranged by three leading brokers of U.S. dollar Federal Funds
\ntransactions in New York City (which may include the Agents or their affiliates)
\nselected by the Calculation Agent, prior to 9:00 a.m., New York City time, on
\nthe Business Day following such Interest Determination Date; provided<\/u>,
\nhowever<\/u>, that if the brokers so selected by the Calculation Agent are not
\nquoting as mentioned in this sentence, the Federal Funds Rate determined as of
\nsuch Federal Funds Rate Interest Determination Date will be the Federal Funds
\nRate in effect on such Federal Funds Rate Interest Determination Date without
\ngiving effect to any resetting of the Federal Funds Rate on such Federal Funds
\nRate Interest Determination Date.<\/p>\n<\/p>\n(ii) If “Federal Funds Open Rate<\/em>” is the specified Federal Funds
\nRate on the face hereof, the Federal Funds Rate as of the applicable Interest
\nDetermination Date shall be the rate on such date under the heading
\n“Federal Funds<\/em>” for the relevant Index Maturity and opposite the
\ncaption “Open<\/em>” as such rate is displayed on Reuters on page 5 (or any
\nother page as may replace such page on such service) (“Reuters Page
\n5<\/em>“), or, if such rate does not appear on Reuters Page 5 by 3:00 p.m., New
\nYork City time, on the Calculation Date, the Federal Funds Rate for the Interest
\nDetermination Date will be the rate for that day displayed on FFPREBON Index
\npage on Bloomberg L.P. (“Bloomberg<\/em>“), which is the Fed Funds Opening
\nRate as reported by Prebon Yamane (or a successor) on Bloomberg. If such rate
\ndoes not appear on Reuters Page 5 or is not displayed on FFPREBON Index page on
\nBloomberg or another recognized electronic source by 3:00 p.m., New York City
\ntime, on the related Calculation Date, then the Federal Funds Rate on such
\nInterest Determination Date shall be calculated by the Calculation Agent and
\nwill be the arithmetic mean of the rates for the last transaction in overnight
\nUnited States dollar Federal Funds arranged by three leading brokers of United
\nStates dollar Federal Funds transactions in New York City (which may include the
\nAgents or their affiliates) selected by the Calculation Agent prior to 9:00
\na.m., New York City time, on such Interest Determination Date; provided<\/u>,
\nhowever<\/u>, that if the brokers so selected by the Calculation Agent are not
\nquoting as mentioned in this sentence, the Federal Funds Rate determined as of
\nsuch Federal Funds Rate Interest Determination Date will be the Federal Funds
\nRate in effect on such Federal Funds Rate Interest Determination Date without
\ngiving effect to any resetting of the Federal Funds Rate on such Federal Funds
\nRate Interest Determination Date.<\/p>\n<\/p>\n(iii) If “Federal Funds Target Rate<\/em>” is the specified Federal Funds
\nRate on the face hereof, the Federal Funds Rate as of the applicable Interest
\nDetermination Date shall be the rate on such date as displayed on the FDTR Index
\npage on Bloomberg. If such rate does not appear on the FDTR Index page on
\nBloomberg by 3:00 p.m., New York City time, on the Calculation Date, the Federal
\nFunds Rate for such Interest Determination Date will be the rate for that day
\nappearing on Reuters Page USFFTARGET= (or any other page as may replace such
\npage on such service) (“Reuters Page USFFTARGET=<\/em>“). If such rate does
\nnot appear on the FDTR Index page on Bloomberg or is not displayed on Reuters
\nPage USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation
\nDate, then the Federal Funds Rate on such<\/p>\n<\/p>\n12<\/p>\n \n
\nInterest Determination Date shall be calculated by the Calculation Agent and
\nwill be the arithmetic mean of the rates for the last transaction in overnight
\nUnited States dollar Federal Funds arranged by three leading brokers of United
\nStates dollar Federal Funds transactions in New York City (which may include the
\nAgents or their affiliates) selected by the Calculation Agent prior to 9:00
\na.m., New York City time, on such Federal Funds Rate Interest Determination
\nDate; provided<\/u>, however<\/u>, that if the brokers so selected by the
\nCalculation Agent are not quoting as mentioned in this sentence, the Federal
\nFunds Rate determined as of such Federal Funds Rate Interest Determination Date
\nwill be the Federal Funds Rate in effect on such Federal Funds Rate Interest
\nDetermination Date without giving effect to any resetting of the Federal Funds
\nRate Interest Determination Date.<\/p>\n<\/p>\n Determination of LIBOR<\/u>. If the Base Rate set forth on the face hereof
\nis LIBOR, this Security will bear interest for each Interest Reset Period at the
\ninterest rate calculated with reference to LIBOR, plus or minus any Spread,
\nand\/or multiplied by any Spread Multiplier, and subject to the Minimum Interest
\nRate and the Maximum Interest Rate, if any, set forth on the face hereof. With
\nrespect to Securities indexed to the London interbank offered rate for U.S.
\ndollar deposits, unless otherwise set forth on the face hereof,
\n“LIBOR<\/em>” for each Interest Determination Date will be determined by the
\nCalculation Agent in accordance with the following provisions:<\/p>\n<\/p>\nLIBOR will mean the rate for deposits in the designated LIBOR Currency (as
\ndefined below) of the Index Maturity set forth on the face hereof, as such rate
\nis displayed on Reuters on page LIBOR01 (or any other page as may replace such
\npage on such service for the purposes of displaying the London inter-bank rates
\nof major banks for the designated LIBOR Currency) as of 11:00 a.m., London time,
\non such Interest Determination Date (“Reuters Page LIBOR01<\/em>“).<\/p>\n<\/p>\nOn any Interest Determination Date on which no rate is displayed on Reuters
\nPage LIBOR01, the Calculation Agent will request the principal London offices of
\neach of four major banks in the London interbank market, as selected by the
\nCalculation Agent, to provide the Calculation Agent with its offered quotation
\nfor deposits in United States dollars for the period of the specified Index
\nMaturity to prime banks in the London interbank market at approximately 11:00
\na.m., London time, on such Interest Determination Date and in a principal amount
\nthat is representative of a single transaction in such market at such time. If
\nat least two such quotations are provided, LIBOR will be the arithmetic mean of
\nsuch quotations. If fewer than two quotations are provided, LIBOR in respect of
\nsuch Interest Determination Date will be the arithmetic mean of rates quoted by
\nthree major banks in the Principal Financial Center selected by the Calculation
\nAgent at approximately 11:00 a.m. in the applicable Principal Financial Center,
\non such Interest Determination Date for loans in LIBOR Currency to leading
\nEuropean banks, for the period of the specified Index Maturity and in a
\nprincipal amount that is representative of a single transaction in such market
\nat such time. However, if fewer than three banks as selected by the Calculation
\nAgent are quoting rates as mentioned in the prior sentence, “LIBOR<\/em>” for
\nsuch Interest Reset Period will be the same as LIBOR for the immediately
\npreceding Interest Reset Period (or, if there was no such Interest Reset Period,
\nthe rate of interest payable on the LIBOR Notes for which LIBOR is being
\ndetermined shall be the Initial Interest Rate).<\/p>\n<\/p>\n13<\/p>\n \n
\n“LIBOR Currency<\/em>” means the currency specified on the face hereof as
\nto which LIBOR shall be calculated or, if no such currency is specified, United
\nStates dollars.<\/p>\n<\/p>\n | | | | | | | | | |