{"id":41190,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officers-certificate-and-company-order-notes-keycorp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officers-certificate-and-company-order-notes-keycorp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/officers-certificate-and-company-order-notes-keycorp.html","title":{"rendered":"Officers’ Certificate and Company Order – Notes – KeyCorp"},"content":{"rendered":"

KEYCORP<\/strong><\/p>\n

\n

Senior Medium-Term Notes, Series K<\/strong><\/p>\n

\n

Officers153 Certificate and Company Order<\/strong><\/p>\n

\n

Pursuant to the Indenture dated as of June 10, 1994 and supplemented as of
\nNovember 14, 2001, relating to unsecured and unsubordinated notes (the
\n“Indenture”) between KeyCorp, an Ohio corporation (the “Company153), and Deutsche
\nBank Trust Company Americas, as Trustee (the “Trustee”), and resolutions adopted
\nby the Company153s Board of Directors on May 15, 2008, this Officers153 Certificate
\nand Company Order is being delivered to the Trustee to establish the terms of a
\nseries of Securities in accordance with Section 301 of the Indenture, to
\nestablish the forms of the Securities of such series in accordance with Section
\n201 of the Indenture, and to establish the procedures for the authentication and
\ndelivery of specific Securities from time to time pursuant to Section 303 of the
\nIndenture. As authorized by the Indenture, this Officers153 Certificate and
\nCompany Order has the same effect as, and is being used in lieu of, a
\nsupplemental indenture thereto.<\/p>\n<\/p>\n

All conditions precedent provided for in the Indenture relating to the
\nestablishment of (i) a series of Securities, (ii) the forms of such series of
\nSecurities, and (iii) the procedures for the authentication and delivery of such
\nseries of Securities have been complied with.<\/p>\n<\/p>\n

Capitalized terms used herein and not otherwise defined herein shall have the
\nmeanings assigned to them in the Indenture.<\/p>\n<\/p>\n

A. Establishment of Series pursuant to Section 301 of the Indenture<\/u>.\n<\/p>\n<\/p>\n

There is hereby established pursuant to Section 301 of the Indenture a series
\nof Securities which shall have the following terms (the numbered clauses set
\nforth below correspond to the numbered subsections of Section 301 of the
\nIndenture):<\/p>\n<\/p>\n

(1) The Securities of such series shall bear the title “Senior Medium-Term
\nNotes, Series K” (referred to herein as the “Notes”).<\/p>\n<\/p>\n

(2) The aggregate principal amount of the Notes of such series to be issued
\npursuant to this Officers153 Certificate is unlimited.<\/p>\n<\/p>\n

(3) (a) Each Note within such series shall mature on a date 9 months or more
\nfrom its date of issue as specified in such Note and in the applicable Pricing
\nSupplement; provided, however, that no Commercial Paper Rate Note (as defined
\nbelow) shall mature less than 9 months and 1 day from its date of issue. If the
\nMaturity Date or Redemption Date specified in the applicable Pricing Supplement
\nfor any Note is a day that is not a Business Day, principal will be paid on the
\nnext day that is a Business Day with the same force and effect as if made on
\nsuch specified Maturity Date or Redemption Date, as applicable. With respect to
\nthe Notes of this series, unless otherwise defined in the Pricing Supplement,
\n(i) “Business Day” means any day, other than a Saturday or Sunday, that is
\nneither a legal holiday nor a day on which commercial banks are authorized or
\nrequired by law, regulation or executive order to close in The City of New York;\n<\/p>\n<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

provided, however, that, with respect to foreign currency notes, such day is
\nalso not a day on which commercial banks are authorized or required by law,
\nregulation or executive order to close in the principal financial center (as
\ndefined) of the country issuing the specified currency (or, if the specified
\ncurrency is the euro and for EURIBOR Notes (as defined below), such day is also
\na day on which the Trans-European Automated Real-Time Gross Settlement Express
\nTransfer (TARGET) System is open, which we refer to as a TARGET business day);
\nprovided, further, that, with respect to notes as to which LIBOR is an
\napplicable interest rate basis, such day is also a London Business Day; (ii)
\n“London Business Day” means a day on which commercial banks are open for
\nbusiness (including dealings in the designated LIBOR currency) in London; and
\n(iii) “principal financial center” means (1) the capital city of the country
\nissuing the specified currency or (2) the capital city of the country to which
\nthe designated LIBOR currency relates, as applicable, except, in the case of (1)
\nor (2) above, that with respect to United States dollars, Australian dollars,
\nCanadian dollars, euro, New Zealand dollars, South African rand and Swiss
\nfrancs, the “principal financial center” shall be The City of New York and
\n(solely in the case of the specified currency) Sydney, Toronto, London (solely
\nin the case of the designated LIBOR currency), Wellington, Johannesburg and
\nZurich, respectively.<\/p>\n

(b) If specified in the applicable Pricing Supplement Notes that the Notes
\nare “Renewable Notes”, the Renewable Notes will mature on an interest payment
\ndate as specified in the applicable Pricing Supplement (the “initial maturity
\ndate”), unless the maturity of all or any portion of the principal amount is
\nextended as described below. On the interest payment dates in June and December
\neach year (unless different interest payment dates are specified in the Pricing
\nSupplement), which are “election dates”, the maturity of the Renewable Notes
\nwill be extended to the interest payment date occurring 12 months after the
\nelection date, unless the holder elects to terminate the automatic extension of
\nthe maturity of the Renewable Notes or any portion having a principal amount of
\n$1,000 or any multiple of $1,000 in excess thereof. To terminate, notice has to
\nbe delivered to the paying agent not less than nor more than the number of days
\nspecified in the applicable Pricing Supplement prior to the related election
\ndate. The option may be exercised with respect to less than the entire principal
\namount of the Renewable Notes so long as the principal amount for which the
\noption is not exercised is at least $1,000 or any larger amount that is an
\nintegral multiple of $1,000. The maturity of the Renewable Notes may not be
\nextended beyond the final maturity date that is set forth in the applicable
\nPricing Supplement. If the holder elects to terminate the automatic extension of
\nthe maturity and the election is not revoked, then the portion of the Renewable
\nNote for which election was made will become due and payable on the interest
\npayment date, unless another date is set forth in the Pricing Supplement,
\nfalling six months after the election date prior to which the holder made such
\nelection. An election to terminate the automatic extension of maturity may be
\nrevoked as to any portion of the Renewable Notes having a principal amount of
\n$1,000 or any multiple of $1,000 in excess thereof by delivering a notice to the
\npaying agent on any day following the effective date of the election to
\nterminate the automatic extension and prior to the date 15 days before the date
\non which the portion would have matured.<\/p>\n

(c) If specified in the applicable Pricing Supplement Notes that the Notes
\nare “Extendible Notes”, the Company has the option to extend the stated maturity
\nof such<\/p>\n

-2-<\/p>\n

\n

\n

Extendible Notes for an extension period. Such an extension period is one or
\nmore periods of one to five whole years, up to but not beyond the final maturity
\ndate described in the related Pricing Supplement. The Company may exercise its
\noption to extend the Extendible Note by notifying the applicable trustee (or any
\nduly appointed paying agent) at least 50 but not more than 60 days prior to the
\nthen effective maturity date. If the Company elects to extend the Extendible
\nNote, the Trustee (or paying agent) will mail (at least 40 days prior to the
\nmaturity date) to the registered holder of the Extendible Note a notice
\n(“Extension Notice”) informing the holder of its election, the new maturity date
\nand any updated terms. Upon the mailing of the Extension Notice, the maturity of
\nsuch Extendible Note will be extended automatically as set forth in the
\nExtension Notice. However, the Company may, not later than 20 days prior to the
\nmaturity date of an Extendible Note (or, if such date is not a Business Day, on
\nthe immediately succeeding Business Day), at its option, establish a higher
\ninterest rate, in the case of a Fixed Rate Note, or a higher spread and\/or
\nspread multiplier, in the case of a Floating Rate Note, for the extension period
\nby mailing or causing the Trustee (or paying agent) to mail notice of such
\nhigher interest rate or higher spread and\/or spread multiplier to the holder of
\nthe Extendible Note. The notice will be irrevocable. If the Company elects to
\nextend the maturity of an Extendible Note, the holder of the note will have the
\noption to instead elect repayment of the note by the Company on the then
\neffective maturity date. In order for an Extendible Note to be so repaid on the
\nmaturity date, the Company must receive, at least 25 days but not more than 35
\ndays prior to the maturity date: (i) the Extendible Note with the form “Option
\nto Elect Repayment” on the reverse of the Extendible Note duly completed; or
\n(ii) a facsimile transmission, telex or a letter from a member of a national
\nsecurities exchange or the Financial Industry Regulatory Authority, Inc.
\n(“FINRA”) or a commercial bank or trust company in the United States setting
\nforth the name of the holder of the Extendible Note, the principal amount of the
\nExtendible Note, the principal amount of the Extendible Note to be repaid, the
\ncertificate number or a description of the tenor and terms of the Extendible
\nNote, a statement that the option to elect repayment is being exercised thereby
\nand a guarantee that the Extendible Note to be repaid, together with the duly
\ncompleted form entitled “Option to Elect Repayment” on the reverse of the
\nExtendible Note, will be received by the Trustee (or paying agent) not later
\nthan the fifth Business Day after the date of the facsimile transmission, telex
\nor letter; provided, however, that the facsimile transmission, telex or letter
\nwill only be effective if the Trustee or paying agent receives the Extendible
\nNote and form duly completed by that fifth business day. A holder of an
\nExtendible Note may exercise this option for less than the aggregate principal
\namount of the Extendible Note then outstanding if the principal amount of the
\nExtendible Note remaining outstanding after repayment is an authorized
\ndenomination.<\/p>\n<\/p>\n

(4) Each Note within such series that bears interest will bear interest at
\neither (a) a fixed rate (the “Fixed Rate Notes”), (b) a floating rate determined
\nby reference to one or more base rates, which may be adjusted by a Spread and\/or
\nSpread Multiplier (each as defined below) (the “Floating Rate Notes”), or (c) an
\nindexed rate (the “Indexed Notes”). Notes within such series may also be issued
\nas “Zero Coupon Notes” which do not provide for any periodic payments of
\ninterest. Notes may be issued as Original Issue Discount Notes at a discount
\nfrom the principal amount thereof due at the stated maturity as specified in the
\napplicable Pricing Supplement. Any Floating Rate Note may also have either or
\nboth of the following as set forth in<\/p>\n<\/p>\n

-3-<\/p>\n

\n

\n

the applicable Pricing Supplement: (i) a maximum interest rate limitation, or
\nceiling, on the rate at which interest will accrue during any Interest Reset
\nPeriod (as defined below); and (ii) a minimum interest rate limitation, or
\nfloor, on the rate at which interest will accrue during any Interest Reset
\nPeriod. The interest rate on a Note will in no event be higher than the maximum
\nrate permitted by New York law as the same may be modified by United States law
\nof general application. Under present New York law, the maximum rate of interest
\nis 25% per annum on a simple interest basis. This limit may not apply to Notes
\nin which $2,500,000 or more has been invested. The applicable Pricing Supplement
\nmay designate any of the following interest rate bases or formulas (“Base
\nRates”) as applicable to each Floating Rate Note: (a) the CD Rate, in which case
\nsuch Note will be a “CD Rate Note”; (b) the CMS Rate, in which case such Note
\nwill be a “CMS Rate Note”; (c) the CMT Rate, in which case such Note will be a
\n“CMT Rate Note”; (d) the Commercial Paper Rate, in which case such Note will be
\na “Commercial Paper Rate Note”; (e) the Eleventh District Cost of Funds Rate, in
\nwhich case such Note will be an “Eleventh District Cost of Funds Rate Note”; (f)
\nEURIBOR, in which case such note will be a “EURIBOR Note”; (g) the Federal Funds
\nRate, in which case such Note will be a “Federal Funds Rate Note”; (h) LIBOR, in
\nwhich case such Note will be a “LIBOR Note”; (i) the Prime Rate, in which case
\nsuch Note will be a “Prime Rate Note”; (j) the Treasury Rate, in which case such
\nNote will be a “Treasury Rate Note”; or (k) one or more other Base Rates.<\/p>\n<\/p>\n

The interest rate on each Floating Rate Note for each Interest Period will be
\ndetermined by reference to the applicable Base Rates specified in the applicable
\nPricing Supplement for such Interest Period, plus or minus the applicable
\nSpread, if any, or multiplied by the applicable Spread Multiplier, if any. The
\n“Spread” is the number of basis points, each one-hundredth of a percentage
\npoint, specified in the applicable Pricing Supplement to be added or subtracted
\nfrom the Base Rate for a Floating Rate Note. The “Spread Multiplier” is the
\npercentage specified in the applicable Pricing Supplement to be applied to the
\nBase Rate for a Floating Rate Note.<\/p>\n<\/p>\n

Each Note that bears interest will bear interest from and including its date
\nof issue or from and including the most recent Interest Payment Date to which
\ninterest on such Note (or one or more predecessor Notes) has been paid or duly
\nprovided for (i) at the fixed rate per annum applicable to the related Interest
\nPeriod, (ii) at the rate determined pursuant to the applicable index, or (iii)
\nat a rate per annum determined pursuant to the Base Rates applicable to the
\nrelated Interest Period or Interest Periods, in each case as specified therein
\nand in the applicable Pricing Supplement, until the principal thereof is paid or
\nmade available for payment. Interest will be payable on each Interest Payment
\nDate and at maturity or upon redemption. The first payment of interest on any
\nNote originally issued after a Regular Record Date and on or before an Interest
\nPayment Date will be made on the Interest Payment Date following the next
\nsucceeding Regular Record Date to the registered holder on such next succeeding
\nRegular Record Date. Interest rates and Base Rates are subject to change by the
\nCompany from time to time but no such change will affect any Note theretofore
\nissued or which the Company has agreed to issue. Unless otherwise specified in
\nthe applicable Pricing Supplement, the “Interest Payment Dates” and the “Regular
\nRecord Dates” for Fixed Rate Notes shall be as described below under “Fixed Rate
\nNotes” and the “Interest Payment Dates” and the “Regular Record Dates” for
\nFloating Rate Notes shall be as described below under “Floating Rate Notes”.\n<\/p>\n<\/p>\n

The applicable Pricing Supplement will specify: (i) the issue price, Interest
\nPayment Dates and Regular Record Dates; (ii) with respect to any Fixed Rate
\nNote, the interest rate; (iii)<\/p>\n<\/p>\n

-4-<\/p>\n

\n

\n

with respect to any Index Note, the index; (iv) with respect to any Floating
\nRate Note, the Initial Interest Rate (as defined below), the method (which may
\nvary from Interest Period to Interest Period) of calculating the interest rate
\napplicable to each Interest Period (including, if applicable, the fixed rate per
\nannum applicable to one or more Interest Periods, the period to maturity of any
\ninstrument on which the Base Rate for any Interest Period is predicated (the
\n“Index Maturity”), the Spread and\/or Spread Multiplier, the Interest
\nDetermination Dates (as defined below), the Interest Reset Dates and any minimum
\nor maximum interest rate limitations); (v) whether such Note is an Original
\nIssue Discount Note; and (vi) any other terms related to interest on the Notes.\n<\/p>\n<\/p>\n

Fixed Rate Notes<\/u>.<\/p>\n<\/p>\n

Each Fixed Rate Note (except a Zero Coupon Note), whether or not issued as an
\nOriginal Issue Discount Note, will bear interest at the annual rate specified
\ntherein and in the applicable Pricing Supplement. Unless otherwise specified in
\nthe applicable Pricing Supplement, the Interest Payment Dates for the Fixed Rate
\nNotes will be on June 15 and December 15 of each year and at maturity or upon
\nredemption and the Regular Record Dates for the Fixed Rate Notes will be June 1
\nand December 1, respectively. Unless otherwise specified in the applicable
\nPricing Supplement, interest payments for Fixed Rate Notes shall be the amount
\nof interest accrued to, but excluding, the relevant Interest Payment Date.
\nInterest on Fixed Rate Notes will be computed and paid on the basis of a 360-day
\nyear of twelve 30-day months. In the event that any Interest Payment Date or any
\napplicable Redemption Date on a Fixed Rate Note is not a Business Day, such
\nInterest Payment Date or Redemption Date shall be postponed to the next day that
\nis a Business Day, and no interest will accrue for the period from and after the
\nscheduled Interest Payment Date or Redemption Date, as the case may be.<\/p>\n<\/p>\n

A Fixed Rate Note may pay amounts in respect of both interest and principal
\namortized over the life of the Note (an “Amortizing Note”). Payments of
\nprincipal and interest on Amortizing Notes will be made on the Interest Payment
\nDates specified in the applicable Pricing Supplement, and at the Maturity Date
\nor any earlier Redemption Date. Payments on Amortizing Notes will be applied
\nfirst to interest due and payable and then to the reduction of unpaid principal
\namount.<\/p>\n<\/p>\n

Floating Rate Notes<\/u>.<\/p>\n<\/p>\n

Unless otherwise specified in the applicable Pricing Supplement and except as
\nprovided below, interest on Floating Rate Notes will be payable on the following
\nInterest Payment Dates: in the case of Floating Rate Notes (other than Eleventh
\nDistrict Cost of Funds Rate Notes) with interest payable monthly, on the third
\nWednesday of each month of each year; in the case of Eleventh District Cost of
\nFunds Rate Notes, on the first calendar day of each month as specified in the
\napplicable Pricing Supplement; in the case of Floating Rate Notes with interest
\npayable quarterly, on the third Wednesday of March, June, September and December
\nof each year; in the case of Floating Rate Notes with interest payable
\nsemiannually, on the third Wednesday of the two months of each year specified in
\nthe applicable Pricing Supplement; and in the case of Floating Rate Notes with
\ninterest payable annually, on the third Wednesday of the month of each year
\nspecified in the applicable Pricing Supplement. Interest will also be paid at
\nmaturity or upon redemption. Unless otherwise specified in the applicable
\nPricing Supplement, the Regular Record Dates for the Floating Rate Notes will be
\nthe day (whether or not a Business Day) fifteen<\/p>\n<\/p>\n

-5-<\/p>\n

\n

\n

calendar days preceding each Interest Payment Date. In the event that any
\nInterest Payment Date for any Floating Rate Note is not a Business Day, such
\nInterest Payment Date shall be postponed to the next day that is a Business Day,
\nprovided that, for LIBOR and EURIBOR notes, if such Business Day is in the next
\nsucceeding calendar month, such Interest Payment Date shall be the immediately
\npreceding Business Day.<\/p>\n<\/p>\n

The rate of interest on each Floating Rate Note will be reset daily, weekly,
\nmonthly, quarterly, semi-annually, annually or on some other basis (such
\nspecified period, an “Interest Reset Period”, and the date on which each such
\nreset occurs, an “Interest Reset Date”), as specified in the applicable Pricing
\nSupplement. Unless otherwise specified in the applicable Pricing Supplement, the
\nInterest Reset Date will be as follows: in the case of Floating Rate Notes which
\nare reset daily, each Business Day; in the case of Floating Rate Notes (other
\nthan Treasury Rate Notes) which are reset weekly, the Wednesday of each week; in
\nthe case of Floating Rate Notes that are Treasury Rate Notes which are reset
\nweekly, the Tuesday of each week (except if the auction date falls on a Tuesday,
\nthen the next Business Day, as provided below); in the case of Floating Rate
\nNotes which are reset monthly, the third Wednesday of each month; in the case of
\nFloating Rate Notes which are reset quarterly, the third Wednesday of March,
\nJune, September and December of each year; in the case of Floating Rate Notes
\nwhich are reset semi-annually, the third Wednesday of the two months of each
\nyear specified in the applicable Pricing Supplement; and in the case of Floating
\nRate Notes which are reset annually, the third Wednesday of the month of each
\nyear specified in the applicable Pricing Supplement.<\/p>\n<\/p>\n

The interest rate in effect from the date of issue to the first Interest
\nReset Date with respect to a Floating Rate Note (the “Initial Interest Rate”)
\nwill be as specified in the applicable Pricing Supplement. If any Interest Reset
\nDate for any Floating Rate Note would otherwise be a day that is not a Business
\nDay, such Interest Reset Date shall be postponed to the next day that is a
\nBusiness Day, provided that, for LIBOR and EURIBOR notes, if such Business Day
\nis in the next succeeding calendar month, such Interest Reset Date shall be the
\nimmediately preceding Business Day.<\/p>\n<\/p>\n

Unless otherwise specified in the applicable Pricing Supplement, the interest
\nrate determined with respect to any Interest Determination Date will become
\neffective on and as of the next succeeding Interest Reset Date. As used herein,
\n“Interest Determination Date” means the date as of which the new interest rate
\nis determined for a particular Interest Reset Date, based on the applicable
\ninterest rate basis or formula as of that Interest Determination Date and
\ncalculated on the related Calculation Date. The “Calculation Date” is the date
\nby which the calculation agent will determine the new interest rate that became
\neffective on a particular Interest Reset Date based on the applicable interest
\nrate basis or formula on the Interest Determination Date. The Interest
\nDetermination Date for all Floating Rate Notes (except LIBOR Notes, EURIBOR
\nNotes, Treasury Rate Notes and Eleventh District Cost of Funds Rate Notes) will
\nbe the second Business Day before the Interest Reset Date. The Interest
\nDetermination Date in the case of LIBOR Notes will be the second London Business
\nDay immediately preceding the applicable Interest Reset Date, unless the
\ndesignated LIBOR currency is British pounds sterling, in which case the Interest
\nDetermination Date will be the applicable Interest Reset Date. For EURIBOR
\nNotes, the Interest Determination Date will be the second TARGET business day
\nbefore the applicable Interest Reset Date.<\/p>\n<\/p>\n

-6-<\/p>\n

\n

\n

The Interest Determination Date for Treasury Rate Notes will be the day of
\nthe week in which the Interest Reset Date falls on which Treasury bills of the
\nsame index maturity are normally auctioned. Treasury bills are usually sold at
\nauction on Monday of each week, unless that day is a legal holiday, in which
\ncase the auction is usually held on Tuesday. Sometimes, the auction is held on
\nthe preceding Friday. If an auction is held on the preceding Friday, that day
\nwill be the Interest Determination Date relating to the Interest Reset Date
\noccurring in the next week. If an auction date falls on any interest reset date,
\nthen the Interest Reset Date will instead be the first Business Day immediately
\nfollowing the auction date. The Interest Determination Date for an Eleventh
\nDistrict Cost of Funds Rate Note is the last Business Day of the month
\nimmediately preceding the applicable Interest Reset Date on which the Federal
\nHome Loan Bank of San Francisco published the index.<\/p>\n<\/p>\n

Each interest payment on a floating rate note will include interest accrued
\nfrom, and including, the issue date or the last interest payment date, as the
\ncase may be, to, but excluding, the following interest payment date or the
\nmaturity date, as the case may be. Accrued interest on a Floating Rate Note will
\nbe calculated by multiplying the principal amount of a note by an accrued
\ninterest factor (the “Accrued Interest Factor”). The Accrued Interest Factor is
\nthe sum of the interest factors calculated for each day in the period for which
\naccrued interest is being calculated. The interest factor for each day is
\ncomputed by dividing the interest rate in effect on that day by (1) the actual
\nnumber of days in the year, in the case of Treasury Rate Notes or CMT Rate
\nNotes, or (2) 360, in the case of other Floating Rate Notes. All percentages
\nresulting from any calculation are rounded to the nearest one hundred-thousandth
\nof a percentage point, with five one-millionths of a percentage point rounded
\nupward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or
\n.0987655). All currency amounts used in or resulting from such calculation will
\nbe rounded to the nearest one-hundredth of a unit (with five one-thousandths of
\na unit being rounded upward).<\/p>\n<\/p>\n

Unless otherwise specified in the applicable Pricing Supplement, KeyBank
\nNational Association will be the “calculation agent”. Unless otherwise specified
\nin the applicable Pricing Supplement, the “calculation date”, if applicable,
\npertaining to any Interest Determination Date on a Floating Rate Note will be
\nthe earlier of (i) the tenth calendar day after such Interest Determination
\nDate, or, if any such day is not a Business Day, the next succeeding Business
\nDay, and (ii) the Business Day immediately preceding the relevant Interest
\nPayment Date, or the maturity date, as the case may be.<\/p>\n<\/p>\n

CD Rate Notes<\/u>. CD Rate Notes will bear interest for each interest
\nreset period at an interest rate equal to the CD Rate, plus or minus any Spread,
\nand\/or multiplied by any Spread Multiplier as specified in such CD Rate Note and
\nin the applicable Pricing Supplement. CD Rate Notes will be subject to the
\nminimum interest rate or the maximum interest rate, if any, as specified in the
\napplicable Pricing Supplement.<\/p>\n<\/p>\n

The “CD Rate” for any Interest Determination Date is the rate on that date
\nfor negotiable U.S. dollar certificates of deposit having the index maturity
\ndescribed in the related pricing supplement, as published in H.15(519) prior to
\n3:00 p.m., New York City time, on the calculation date, for that interest
\ndetermination date under the heading “CDs (secondary market).” The index
\nmaturity is the period to maturity of the instrument or obligation with respect
\nto which the related interest rate basis or formulae will be calculated.<\/p>\n<\/p>\n

-7-<\/p>\n

\n

\n

The calculation agent will observe the following procedures if the CD Rate
\ncannot be determined as described above:<\/p>\n<\/p>\n

(I) If the above described rate is not published in H.15(519) by 3:00 p.m.,
\nNew York City time, on the calculation date, the CD Rate will be the rate on
\nthat Interest Determination Date for negotiable certificates of deposit of the
\nindex maturity described in the pricing supplement as published in H.15 Daily
\nUpdate, or such other recognized electronic source used for the purpose of
\ndisplaying such rate, under the caption “CDs (secondary market).”<\/p>\n<\/p>\n

(II) If that rate is not published in H.15(519), H.15 Daily Update or another
\nrecognized electronic source by 3:00 p.m., New York City time, on the
\ncalculation date, then the calculation agent will determine the CD Rate to be
\nthe arithmetic mean of the secondary market offered rates as of 10:00 a.m., New
\nYork City time, on that Interest Determination Date, quoted by three leading
\nnon-bank dealers of negotiable U.S. dollar certificates of deposit in New York
\nCity for negotiable U.S. dollar certificates of deposit of major United States
\nmoney-center banks (in the market for negotiable certificates of deposit) with a
\nremaining maturity closest to the index maturity described in the pricing
\nsupplement. The calculation agent will select the three dealers referred to
\nabove.<\/p>\n<\/p>\n

(III) If fewer than three dealers are quoting as mentioned above, the CD Rate
\nwill remain the CD Rate then in effect on that Interest Determination Date.<\/p>\n<\/p>\n

As referenced above, “H.15(519)” means the weekly statistical release
\ndesignated as such, or any successor publication, published by the Board of
\nGovernors of the Federal Reserve System. “H.15 Daily Update” means the daily
\nupdate of H.15(519), available through the Internet site of the Board of
\nGovernors of the Federal Reserve System at
\nhttp:\/\/www.federalreserve.gov\/releases\/h15\/update, or any successor site or
\npublication.<\/p>\n<\/p>\n

CMS Rate Notes<\/u>. CMS Rate Notes will bear interest for each Interest
\nReset Period at an interest rate based on the CMS Rate, plus or minus any
\nSpread, and\/or multiplied by any Spread Multiplier, and will be subject to the
\nminimum interest rate or the maximum interest rate, if any, as specified in the
\napplicable Pricing Supplement.<\/p>\n<\/p>\n

Unless otherwise set forth in the applicable Pricing Supplement, the CMS Rate
\nfor each Interest Reset Period will be the rate on the applicable Interest
\nDetermination Date for the designated maturity specified in the Pricing
\nSupplement that appears on Reuters Screen ISDAFIX1 as of 11:00 a.m., New York
\ncity 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” as the applicable rate. “USD-CMS-Reference Banks”
\nmeans, on any Interest Determination Date, the rate determined on the basis of
\nthe mid-market semi-annual swap rate quotations provided by the Reference Banks
\nat approximately 11:00 a.m., New York city time on such Interest Determination
\nDate; and for this purpose, the semi-annual swap rate means the mean of the bid
\nand offered rates for the semi-annual fixed leg, calculated on a 30\/360 day
\ncount basis, of a<\/p>\n<\/p>\n

-8-<\/p>\n

\n

\n

fixed-for-floating U.S. Dollar interest rate swap transaction with a term
\nequal to 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 in the applicable Pricing
\nSupplement. The rate for that date will be the arithmetic mean of the
\nquotations, eliminating the highest quotation (or, in the event of equality, one
\nof the highest) and the lowest quotation (or, in the event of equality, one of
\nthe 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

Constant Maturity Treasury (CMT) Rate Notes<\/u>. CMT Rate Notes will bear
\ninterest at the interest rates calculated with reference to the CMT Rate, plus
\nor minus any Spread, and\/or multiplied by any Spread Multiplier, if any, as
\nspecified in the CMT Rate Notes and in the applicable Pricing Supplement. CMT
\nRate Notes will be subject to the minimum and the maximum interest rate, if any,
\nas specified in the applicable Pricing Supplement.<\/p>\n<\/p>\n

Unless otherwise specified in the applicable Pricing Supplement, “CMT Rate”
\nmeans, with respect to any Interest Determination Date relating to a Floating
\nRate Note for which the interest rate is determined with reference to the CMT
\nRate (a “CMT Rate Interest Determination Date”):<\/p>\n<\/p>\n

(I) If “Reuters Page FRBCMT” is the specified CMT Reuters Page in the
\napplicable Pricing Supplement, the CMT Rate on the CMT Rate Interest
\nDetermination Date shall be a percentage equal to the yield for United States
\nTreasury securities at “constant maturity” having the Index Maturity specified
\nin the applicable Pricing Supplement as set forth in H.15(519) under the caption
\n“Treasury constant maturities,” as such yield is displayed on Reuters (or any
\nsuccessor service) on page FRBCMT (or any other page as may replace such page on
\nsuch service) (“Reuters Page FRBCMT”) for such CMT Rate Interest Determination
\nDate. The calculation agent will follow the following procedures if the Reuters
\nPage FRBCMT CMT Rate cannot be determined as described in the preceding
\nsentence:<\/p>\n<\/p>\n

a. If such rate does not appear on Reuters Page FRBCMT, the CMT Rate on such
\nCMT Rate Interest Determination Date shall be a percentage equal to the yield
\nfor United States Treasury securities at “constant maturity” having the index
\nmaturity specified in the applicable Pricing Supplement and for such CMT Rate
\nInterest Determination Date as set forth in H.15(519) under the caption
\n“Treasury constant maturities.”<\/p>\n<\/p>\n

b. If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate
\nInterest Determination Date shall be the rate for the period of the index
\nmaturity specified in the applicable Pricing Supplement as may then be published
\nby either the Federal Reserve Board or the United States Department of the
\nTreasury that the calculation agent determines to be comparable to the rate that
\nwould otherwise have been published in H.15(519).<\/p>\n<\/p>\n

-9-<\/p>\n

\n

\n

c. If the Federal Reserve Board or the United States Department of the
\nTreasury does not publish a yield on United States Treasury securities at
\n“constant maturity” having the index maturity specified in the applicable
\nPricing Supplement for such CMT Rate Interest Determination Date, the CMT Rate
\non such CMT Rate 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 at approximately 3:30 p.m., New York City
\ntime, on such CMT Rate Interest Determination Date of three leading primary
\nUnited States government securities dealers in New York City (which may include
\nthe agents or their affiliates) (each, a “reference dealer”) selected by the
\ncalculation agent from five such reference dealers selected by the calculation
\nagent and eliminating the highest quotation (or, in the event of equality, one
\nof the highest) and the lowest quotation (or, in the event of equality, one of
\nthe lowest) for United States Treasury securities with an original maturity
\nequal to the index maturity specified in the applicable pricing supplement, a
\nremaining term to maturity no more than one year shorter than such index
\nmaturity and in a principal amount that is representative for a single
\ntransaction in such securities in such market at such time.<\/p>\n<\/p>\n

d. If fewer than three prices are provided as requested, the CMT Rate on such
\nCMT Rate Interest Determination Date shall be calculated by the calculation
\nagent and shall be a yield-to-maturity based on the arithmetic mean of the
\nsecondary market bid prices as of approximately 3:30 p.m., New York City time,
\non such CMT Rate Interest Determination Date of three reference dealers selected
\nby the 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 in the applicable
\npricing supplement, a remaining term to maturity closest to such index maturity
\nand in a principal amount that is representative for a single transaction in
\nsuch securities in such market at such time. If two such United States Treasury
\nsecurities with an original maturity greater than the index maturity specified
\nin the applicable pricing supplement have remaining terms to maturity equally
\nclose to such index maturity, the quotes for the treasury security with the
\nshorter original term to maturity will be used. If fewer than five but more than
\ntwo such prices are provided as requested, the CMT Rate on such CMT Rate
\nInterest Determination Date shall be calculated by the calculation agent and
\nshall be based on the arithmetic mean of the bid prices obtained and neither the
\nhighest nor the lowest of such quotations shall be eliminated; provided,
\nhowever, that if fewer than three such prices are provided as requested, the CMT
\nRate determined as of such CMT Rate Interest Determination Date shall be the CMT
\nRate in effect on such CMT Rate Interest Determination Date.<\/p>\n<\/p>\n

(II) If “Reuters Page FEDCMT” is the specified CMT Reuters Page in the
\napplicable Pricing Supplement, the CMT Rate on the CMT Rate Interest
\nDetermination Date shall be a percentage equal to the one-week or one-month, as
\nspecified in the applicable Pricing Supplement, average yield for United States
\nTreasury securities at “constant maturity” having the index maturity specified
\nin the applicable Pricing Supplement as set forth in H.15(519) opposite the
\ncaption “Treasury Constant Maturities,” as such yield is displayed on Reuters on
\npage FEDCMT (or any other page as may replace such page on such service)
\n(“Reuters Page<\/p>\n<\/p>\n

-10-<\/p>\n

\n

\n

FEDCMT”) for the week or month, as applicable, ended immediately preceding
\nthe week or month, as applicable, in which such CMT Rate Interest Determination
\nDate falls. The calculation agent will follow the following procedures if the
\nReuters Page FEDCMT CMT Rate cannot be determined as described in the preceding
\nsentence:<\/p>\n<\/p>\n

a. If such rate does not appear on Reuters Page FEDCMT, the CMT Rate on such
\nCMT Rate Interest Determination Date shall be a percentage equal to the one-week
\nor one-month, as specified in the applicable Pricing Supplement, average yield
\nfor United States Treasury securities at “constant maturity” having the index
\nmaturity specified in the applicable pricing supplement for the week or month,
\nas applicable, preceding such CMT Rate Interest Determination Date as set forth
\nin H.15(519) opposite the caption “Treasury Constant Maturities.”<\/p>\n<\/p>\n

b. If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate
\nInterest Determination Date shall be the one-week or one-month, as specified in
\nthe applicable pricing supplement, average yield for United States Treasury
\nsecurities at “constant maturity” having the index maturity specified in the
\napplicable Pricing Supplement as otherwise announced by the Federal Reserve Bank
\nof New York for the week or month, as applicable, ended immediately preceding
\nthe week or month, as applicable, in which such CMT Rate Interest Determination
\nDate falls.<\/p>\n<\/p>\n

c. If the Federal Reserve Bank of New York does not publish a one-week or
\none-month, as specified in the applicable pricing supplement, average yield on
\nUnited States Treasury securities at “constant maturity” having the index
\nmaturity specified in the applicable Pricing Supplement for the applicable week
\nor month, the CMT Rate on such CMT Rate Interest Determination Date shall be
\ncalculated by the calculation agent and shall be a yield-to-maturity based on
\nthe arithmetic mean of the secondary market bid prices at approximately 3:30
\np.m., New York City time, on such CMT Rate Interest Determination Date of three
\nreference dealers selected by the calculation agent from five such reference
\ndealers selected by the calculation agent and eliminating the highest quotation
\n(or, in the event of equality, one of the highest) and the lowest quotation (or,
\nin the event of equality, one of the lowest) for United States Treasury
\nsecurities with an original maturity equal to the index maturity specified in
\nthe applicable Pricing Supplement, a remaining term to maturity of no more than
\none year shorter than such index maturity and in a principal amount that is
\nrepresentative for a single transaction in such securities in such market at
\nsuch time.<\/p>\n<\/p>\n

d. If fewer than five but more than two such prices are provided as
\nrequested, the CMT Rate on such CMT Rate Interest Determination Date shall be
\nthe rate on the CMT Rate Interest Determination Date calculated by the
\ncalculation agent based on the arithmetic mean of the bid prices obtained and
\nneither the highest nor the lowest of such quotation shall be eliminated.<\/p>\n<\/p>\n

e. If fewer than three prices are provided as requested, the CMT Rate on such
\nCMT Rate Interest Determination Date shall be calculated by the calculation
\nagent and shall be a yield-to-maturity based on the arithmetic mean of the
\nsecondary market bid prices as of approximately 3:30 p.m., New York City time,
\non such CMT Rate interest<\/p>\n<\/p>\n

-11-<\/p>\n

\n

\n

determination date of three reference dealers 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 longer
\nthan the index maturity specified in the applicable pricing supplement, a
\nremaining 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 United States Treasury securities with an
\noriginal maturity greater than the index maturity specified in the applicable
\npricing supplement have remaining terms to maturity equally close to such index
\nmaturity, the quotes for the Treasury security with the shorter original term to
\nmaturity will be used. If fewer than five but more than two such prices are
\nprovided as requested, the CMT Rate on such CMT Rate Interest Determination Date
\nshall be the rate on the CMT Rate Interest Determination Date calculated by the
\ncalculation agent based on the arithmetic mean of the bid prices obtained and
\nneither the highest nor lowest of such quotations shall be eliminated; provided,
\nhowever, that if fewer than three such prices are provided as requested, the CMT
\nRate determined as of such CMT Rate determination date shall be the CMT Rate in
\neffect on such CMT Rate Interest Determination Date.<\/p>\n<\/p>\n

Commercial Paper Rate Notes<\/u>. Commercial Paper Rate Notes will bear
\ninterest for each interest reset period at an interest rate equal to the
\nCommercial Paper Rate, plus or minus any Spread, and\/or multiplied by any Spread
\nMultiplier, as specified in such Commercial Paper Rate Note and the applicable
\nPricing Supplement, and will be subject to the minimum interest rate or the
\nmaximum interest rate, if any, as specified in the applicable Pricing
\nSupplement.<\/p>\n<\/p>\n

The “Commercial Paper Rate” for any Interest Determination Date is the money
\nmarket yield (as defined below) of the rate on that date for commercial paper
\nhaving the index maturity described in the related pricing supplement, as
\npublished in H.15(519) under the heading “Commercial Paper : Nonfinancial” prior
\nto 3:00 p.m., New York City time, on the calculation date for that Interest
\nDetermination Date.<\/p>\n<\/p>\n

The calculation agent will observe the following procedures if the Commercial
\nPaper Rate cannot be determined as described above:<\/p>\n<\/p>\n

(I) If the above rate is not published in H.15(519) by 3:00 p.m., New York
\nCity time, on the calculation date, the Commercial Paper Rate will be the money
\nmarket yield of the rate on that Interest Determination Date for commercial
\npaper having the index maturity described in the Pricing Supplement, as
\npublished in H.15 Daily Update, or such other recognized electronic source used
\nfor the purpose of displaying such rate, under the caption “Commercial Paper :
\nNonfinancial.”<\/p>\n<\/p>\n

(II) If that rate is not published in H.15(519), H.15 Daily Update or another
\nrecognized electronic source by 3:00 p.m., New York City time, on the
\ncalculation date, then the calculation agent will determine the Commercial Paper
\nRate to be the money market yield of the arithmetic mean of the offered rates of
\nthree leading dealers of U.S. dollar commercial paper in New York City as of
\n11:00 a.m., New York City time, on that Interest Determination Date for
\ncommercial paper having the index maturity described in the pricing supplement
\nplaced for an<\/p>\n<\/p>\n

-12-<\/p>\n

\n

\n

industrial issuer whose bond rating is “AA”, or the equivalent, from a
\nnationally recognized securities rating organization. The calculation agent will
\nselect the three dealers referred to above.<\/p>\n<\/p>\n

(III) If fewer than three dealers selected by the calculation agent are
\nquoting as mentioned above, the Commercial Paper Rate will remain the Commercial
\nPaper Rate then in effect on that Interest Determination Date.<\/p>\n<\/p>\n

“Money Market Yield” shall be a yield (expressed as a percentage) calculated
\nin accordance with the following formula:<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Money Market Yield =<\/p>\n<\/td>\n

<\/td>\n\n

D x 360<\/p>\n

360 : (D x M)<\/p>\n<\/td>\n

<\/td>\n\n

x 100<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

where “D” refers to the applicable annual rate for the commercial paper,
\nquoted on a bank discount basis and expressed as a decimal, and “M” refers to
\nthe actual number of days in the interest period for which the interest is being
\ncalculated.<\/p>\n<\/p>\n

Eleventh District Cost of Funds Rate Notes<\/u>. Eleventh District Cost of
\nFunds Rate Notes will bear interest for each interest reset period based on the
\nEleventh District Cost of Funds Rate and any Spread and\/or Spread Multiplier and
\nwill be subject to the minimum interest rate or the maximum interest rate, if
\nany, specified in the applicable Pricing Supplement.<\/p>\n<\/p>\n

Unless otherwise set forth in the applicable Pricing Supplement, the Eleventh
\nDistrict Cost of Funds Rate for each Interest Reset Period will be the rate on
\nthe applicable Interest Determination Date equal to the monthly weighted average
\ncost of funds for the calendar month preceding the interest determination date
\nas displayed under the caption “11TH DIST COFI” on Reuters Page COFI\/ARMS.
\n“Reuters Page COFI\/ARMS” means the display page designated as page COFI\/ARMS on
\nReuters, or any successor service or page, for the purpose of displaying the
\nmonthly weighted average cost of funds paid by member institutions of the
\nEleventh Federal Home Loan Bank District, as of 11:00 a.m., San Francisco time,
\non such Interest Determination Date.<\/p>\n<\/p>\n

The 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”) of San Francisco fails to
\nannounce the rate for the calendar month next preceding the applicable Interest
\nDetermination Date, then the Eleventh District Cost of Funds 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 Eleventh District
\nCost of Funds Rate index will be the initial interest rate.<\/p>\n<\/p>\n

(III) The “Eleventh District Cost of Funds Rate index” will be the monthly
\nweighted average cost of funds paid by member institutions of the Eleventh
\nFederal Home Loan Bank<\/p>\n<\/p>\n

-13-<\/p>\n

\n

\n

District that the FHLB of San Francisco most recently announced as the cost
\nof funds for the calendar month preceding the applicable Interest Determination
\nDate.<\/p>\n<\/p>\n

EURIBOR Rate Notes<\/u>. EURIBOR Notes will bear interest for each interest
\nreset period at an interest rate equal to EURIBOR, plus or minus any Spread,
\nand\/or multiplied by any Spread Multiplier as specified in such EURIBOR Note and
\nthe applicable Pricing Supplement. The EURIBOR Rate Notes will be subject to the
\nminimum interest rate or the maximum interest rate, if any, as specified in the
\napplicable Pricing Supplement.<\/p>\n<\/p>\n

The calculation agent will determine EURIBOR on each EURIBOR determination
\ndate, which is the second TARGET Business Day prior to the Interest Reset Date
\nfor each Interest Reset Period.<\/p>\n<\/p>\n

Unless otherwise specified in the applicable Pricing Supplement, EURIBOR
\nmeans, with respect to any Interest Determination Date relating to a Floating
\nRate Note for which the interest rate is determined with reference to EURIBOR (a
\n“EURIBOR interest determination date”), a base rate equal to the interest rate
\nfor deposits in euro designated as “EURIBOR” 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 in the applicable Pricing Supplement, beginning on the second
\nTARGET Business Day after such EURIBOR Interest Determination Date, as that rate
\nappears on Reuters Page EURIBOR 01 as of 11:00 a.m., Brussels time, on such
\nEURIBOR 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 EURIBOR Interest Determination Date, at which
\ndeposits of the following kind are offered to prime banks in the euro-zone
\ninterbank market by the principal euro-zone office of each of four major banks
\nin that market selected by the calculation agent: euro deposits having such
\nEURIBOR Index Maturity, beginning on such EURIBOR Interest Reset Date, and in a
\nrepresentative amount. The calculation agent will request that the principal
\neuro-zone office of each of these banks provide a quotation of its rate. If at
\nleast two quotations are provided, EURIBOR for such EURIBOR Interest
\nDetermination Date will be the arithmetic mean of the quotations.<\/p>\n<\/p>\n

(III) If fewer than two quotations are provided as described above, EURIBOR
\nfor such EURIBOR Interest Determination Date will be the arithmetic mean of the
\nrates for loans of the following kind to leading euro-zone banks quoted, at
\napproximately 11:00 a.m., Brussels time on that EURIBOR Interest Determination
\nDate, by three major banks in the euro-zone selected by the calculation agent:
\nloans of euro having such EURIBOR Index Maturity, beginning on such EURIBOR
\nInterest Reset Date, and in an amount that is representative of a single
\ntransaction in euro 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<\/p>\n<\/p>\n

-14-<\/p>\n

\n

\n

period. If the initial Base Rate has been in effect for the prior interest
\nperiod, however, it will remain in effect for the new interest period.<\/p>\n<\/p>\n

“Euro-zone” means the region comprised of member states of the European Union
\nthat adopt the single currency in accordance with the Treaty establishing the
\nEuropean Community, as amended by the Treaty on European Union.<\/p>\n<\/p>\n

Federal Funds Rate Notes<\/u>. Federal Funds Rate Notes will bear interest
\nfor each Interest Reset Period at an interest rate equal to the Federal Funds
\nRate, plus or minus any Spread, and\/or multiplied by any Spread Multiplier as
\nspecified in such Federal Funds Rate Note and the applicable Pricing Supplement.
\nThe Federal Funds Rate will be calculated by reference to either the Federal
\nFunds (Effective) Rate, the Federal Funds Open Rate or the Federal Funds Target
\nRate, as specified in the applicable Pricing Supplement. The Federal Funds Rate
\nwill be subject to the minimum interest rate or the maximum interest rate, if
\nany, specified in the applicable Pricing Supplement.<\/p>\n<\/p>\n

Unless otherwise specified in the applicable Pricing Supplement, “Federal
\nFunds Rate” means the rate determined by the calculation agent, with respect to
\nany Interest Determination Date relating to a Floating Rate Note for which the
\ninterest rate is determined with reference to the Federal Funds Rate (a “Federal
\nFunds Rate Interest Determination Date”), in accordance with the following
\nprovisions:<\/p>\n<\/p>\n

(I) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate
\nin the applicable Pricing Supplement, the Federal Funds Rate as of the
\napplicable Federal Funds Rate Interest Determination Date shall be the rate with
\nrespect to such date for United States dollar federal funds as published in
\nH.15(519) opposite the caption “Federal Funds (effective),” as such rate is
\ndisplayed on Reuters on page FEDFUNDS1 (or any other page as may replace such
\npage on such service) (“Reuters Page FEDFUNDS1”) under the heading “EFFECT,” or,
\nif such rate is not so published by 3:00 p.m., New York City time, on the
\nCalculation Date, the rate with respect to such Federal Funds Rate Interest
\nDetermination Date for United States dollar federal funds as published in H.15
\nDaily Update, or such other recognized electronic source used for the purpose of
\ndisplaying such rate, under the caption “Federal funds (effective).” If such
\nrate does not appear on Reuters Page FEDFUNDS1 or is not yet published in
\nH.15(519), H.15 Daily Update or another recognized electronic source by 3:00
\np.m., New York City time, on the related Calculation Date, then the Federal
\nFunds Rate with respect to such Federal Funds Rate Interest Determination Date
\nshall be calculated by the calculation agent and will be the arithmetic mean of
\nthe rates for the last transaction in overnight United States dollar federal
\nfunds 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 Federal Funds Rate Interest Determination Date;
\nprovided, however, that if the brokers so selected by the calculation agent are
\nnot quoting as mentioned in this sentence, the Federal Funds Rate determined as
\nof such 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

-15-<\/p>\n

\n

\n

(II) If “Federal Funds Open Rate” is the specified Federal Funds Rate in the
\napplicable Pricing Supplement, the Federal Funds Rate as of the applicable
\nFederal Funds Rate Interest Determination Date shall be the rate on such date
\nunder the heading “Federal Funds” for the relevant Index Maturity and opposite
\nthe caption “Open” as such rate is displayed on Reuters on page 5 (or any other
\npage as may replace such page on such service) (“Reuters Page 5”), or, if such
\nrate does not appear on Reuters Page 5 by 3:00 p.m., New York City time, on the
\nCalculation Date, the Federal Funds Rate for the Federal Funds Rate Interest
\nDetermination Date will be the rate for that day displayed on FFPREBON Index
\npage on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as
\nreported by Prebon Yamane (or a successor) on Bloomberg. If such rate does not
\nappear on Reuters Page 5 or is not displayed on FFPREBON Index page on Bloomberg
\nor another recognized electronic source by 3:00 p.m., New York City time, on the
\nrelated Calculation Date, then the Federal Funds Rate on such Federal Funds Rate
\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, however, that if the brokers so selected by the calculation
\nagent are not quoting as mentioned in this sentence, the Federal Funds Rate
\ndetermined as of such Federal Funds Rate Interest Determination Date will be the
\nFederal Funds Rate in effect on such Federal Funds Rate Interest Determination
\nDate without giving effect to any resetting of the Federal Funds Rate on such
\nFederal Funds Rate Interest Determination Date.<\/p>\n<\/p>\n

(III) If “Federal Funds Target Rate” is the specified Federal Funds Rate in
\nthe applicable Pricing Supplement, the Federal Funds Rate as of the applicable
\nFederal Funds Rate Interest Determination Date shall be the rate on such date as
\ndisplayed on the FDTR Index page on Bloomberg. If such rate does not appear on
\nthe FDTR Index page on Bloomberg by 3:00 p.m., New York City time, on the
\nCalculation Date, the Federal Funds Rate for such Federal Funds Rate Interest
\nDetermination Date will be the rate for that day appearing on Reuters Page
\nUSFFTARGET= (or any other page as may replace such page on such service)
\n(“Reuters Page USFFTARGET=”). If such rate does not appear on the FDTR Index
\npage on Bloomberg or is not displayed on Reuters Page USFFTARGET= by 3:00 p.m.,
\nNew York City time, on the related Calculation Date, then the Federal Funds Rate
\non such Federal Funds Rate Interest Determination Date shall be calculated by
\nthe calculation agent and will be the arithmetic mean of the rates for the last
\ntransaction in overnight United States dollar federal funds arranged by three
\nleading brokers of United States dollar federal funds transactions in New York
\nCity (which may include the Agents or their affiliates) selected by the
\ncalculation agent prior to 9:00 a.m., New York City time, on such federal funds
\nrate interest determination date; provided, however, that if the brokers so
\nselected by the calculation agent are not quoting as mentioned in this sentence,
\nthe Federal Funds Rate determined as of such Federal Funds Rate Interest
\nDetermination Date will be the Federal Funds Rate in effect on such Federal
\nFunds Rate Interest Determination Date without giving effect to any resetting of
\nthe Federal Funds Rate on such Federal Funds Rate Interest Determination Date.\n<\/p>\n<\/p>\n

LIBOR Notes<\/u>. LIBOR Notes will bear interest for each Interest Reset
\nPeriod at an interest rate equal to the London interbank offered rate, referred
\nto as LIBOR, plus or minus any Spread, and\/or multiplied by any Spread
\nMultiplier, as specified in such LIBOR Note and the<\/p>\n<\/p>\n

-16-<\/p>\n

\n

\n

applicable Pricing Supplement. The LIBOR Notes will be subject to the minimum
\ninterest rate or the maximum interest rate, if any, specified in the applicable
\nPricing Supplement.<\/p>\n<\/p>\n

On each Interest Determination Date, LIBOR will be the rate for deposits in
\nthe designated LIBOR currency having the index maturity specified in such
\nPricing Supplement as such rate is displayed on Reuters on page LIBOR01 (or any
\nother page as may replace such page on such service for the purpose of
\ndisplaying the London interbank rates of major banks for the designated LIBOR
\ncurrency) (“Reuters Page LIBOR01”) as of 11:00 a.m., London time, on such LIBOR
\nInterest Determination Date.<\/p>\n<\/p>\n

On any Interest Determination Date on which no rate is displayed on Reuters
\nPage LIBOR01, the calculation agent will determine LIBOR as follows:<\/p>\n<\/p>\n

(I) LIBOR will be determined on the basis of the offered rates, at
\napproximately 11:00 a.m., London time, on the relevant LIBOR interest
\ndetermination date, at which deposits in the LIBOR currency having the index
\nmaturity described in the related Pricing Supplement, beginning on the relevant
\ninterest reset date and in a representative amount, are offered by four major
\nbanks in the London interbank market to prime banks in that market. The
\ncalculation agent will select the four banks and request the principal London
\noffice of each of those banks to provide a quotation of its rate for deposits in
\nthe LIBOR currency. If at least two quotations are provided, LIBOR for that
\nInterest Determination Date will be the arithmetic mean of those quotations.\n<\/p>\n<\/p>\n

(II) If fewer than two quotations are provided as mentioned above, LIBOR will
\nbe the arithmetic mean of the rates quoted by three major banks in the principal
\nfinancial center selected by the calculation agent at approximately 11:00 a.m.
\nin the applicable principal financial center, on the Interest Determination Date
\nfor loans to leading European banks in the LIBOR currency having the index
\nmaturity designated in the pricing supplement and in a principal amount that is
\nrepresentative for a single transaction in the LIBOR currency in that market at
\nthat time. The calculation agent will select the three banks referred to above.\n<\/p>\n<\/p>\n

(III) If fewer than three banks selected by the calculation agent are quoting
\nas described above, LIBOR will remain LIBOR then in effect on that Interest
\nDetermination Date.<\/p>\n<\/p>\n

As referenced above, “LIBOR currency” means the currency specified in the
\napplicable Pricing Supplement as to which LIBOR shall be calculated or, if no
\nsuch currency is specified in the applicable Pricing Supplement, United States
\ndollars.<\/p>\n<\/p>\n

Prime Rate Notes<\/u>. Prime Rate Notes will bear interest at a rate equal
\nto the Prime Rate, plus or minus any Spread, and\/or multiplied by any Spread
\nMultiplier as specified in the Prime Rate Notes and the applicable Pricing
\nSupplement. Prime Rate Notes will be subject to the minimum interest rate or the
\nmaximum interest rate, if any, specified in the applicable Pricing Supplement.\n<\/p>\n<\/p>\n

The “Prime Rate” for any Interest Determination Date is the prime rate or
\nbase lending rate on that date, as published in H.15(519) by 3:00 p.m., New York
\nCity time, on the calculation date for that Interest Determination Date under
\nthe heading “Bank Prime Loan” or, if not published by 3:00 p.m., New York City
\ntime, on the related calculation date, the rate on such<\/p>\n<\/p>\n

-17-<\/p>\n

\n

\n

Interest Determination Date as published in H.15 Daily Update, or such other
\nrecognized electronic source used for the purpose of displaying such rate, under
\nthe caption “Bank Prime Loan.”<\/p>\n<\/p>\n

The calculation agent will follow the following procedures if the Prime Rate
\ncannot be determined as described above:<\/p>\n<\/p>\n

(I) If the rate is not published in H.15(519), H.15 Daily Update or another
\nrecognized electronic source by 3:00 p.m., New York City time, on the
\ncalculation date, then the calculation agent will determine the Prime Rate to be
\nthe arithmetic mean of the rates of interest publicly announced by each bank
\nthat appears on USPRIME1 as that bank153s prime rate or base lending rate as of
\n11:00 a.m., New York City time, on that Interest Determination Date.<\/p>\n<\/p>\n

(II) If at least one rate but fewer than four rates appear on USPRIME1 on the
\nInterest Determination Date, then the Prime Rate will be the arithmetic mean of
\nthe prime rates or base lending rates quoted (on the basis of the actual number
\nof days in the year divided by a 360-day year) as of the close of business on
\nthe Interest Determination Date by three major money center banks in the City of
\nNew York selected by the calculation agent.<\/p>\n<\/p>\n

(III) If the banks selected by the calculation agent are not quoting as
\nmentioned above, the Prime Rate will remain the Prime Rate then in effect on the
\nInterest Determination Date.<\/p>\n<\/p>\n

“USPRIME1” means the display on the Reuters 3000 Xtra Service (or any
\nsuccessor service) on the “USPRIME1 Page” (or such other page as may replace the
\nUSPRIME1 Page on such service) for the purpose of displaying Prime Rates or base
\nlending rates of major U.S. banks.<\/p>\n<\/p>\n

Treasury Rate Notes<\/u>. Treasury Rate Notes will bear interest at a rate
\nequal to the Treasury Rate, plus or minus any Spread, and\/or multiplied by any
\nSpread Multiplier as specified in the Treasury Rate Notes and the applicable
\nPricing Supplement. Treasury Rate Notes will be subject to the minimum interest
\nrate or the maximum interest rate, if any, specified in the applicable Pricing
\nSupplement.<\/p>\n<\/p>\n

The “Treasury Rate” for any Interest Determination Date is the rate from the
\nauction held on such Treasury Rate Interest Determination Date (the “auction”)
\nof direct obligations of the United States (“treasury bills”) having the index
\nmaturity specified in such Pricing Supplement under the caption “INVEST RATE” on
\nthe display on Reuters page USAUCTION10 (or any other page as may replace such
\npage on such service) or page USAUCTION11 (or any other page as may replace such
\npage on such service) by 3:00 p.m., New York City time, on the calculation date
\nfor that Interest Determination Date.<\/p>\n<\/p>\n

The calculation agent will follow the following procedures if the Treasury
\nRate cannot be determined as described above:<\/p>\n<\/p>\n

(I) If the rate is not so published by 3:00 p.m., New York City time, on the
\ncalculation date, the Treasury Rate will be the bond equivalent yield (as
\ndefined below) of the auction rate of such Treasury Bills as published in H.15
\nDaily Update, or such recognized<\/p>\n<\/p>\n

-18-<\/p>\n

\n

\n

electronic source used for the purpose of displaying such rate, under the
\ncaption “U.S. Government Securities\/ Treasury Bills\/ Auction High.”<\/p>\n<\/p>\n

(II) If the rate is not so published by 3:00 p.m., New York City time, on the
\ncalculation date and cannot be determined as described in the immediately
\npreceding paragraph, the Treasury Rate will be the bond equivalent yield of the
\nauction rate of such Treasury Bills as otherwise announced by the United States
\nDepartment of Treasury.<\/p>\n<\/p>\n

(III) If the results of the most recent auction of Treasury Bills having the
\nindex maturity described in the pricing supplement are not published or
\nannounced as described above by 3:00 p.m., New York City time, on the
\ncalculation date, or if no auction is held on the interest determination date,
\nthen the Treasury Rate will be the bond equivalent yield on such interest
\ndetermination date of Treasury Bills having the index maturity specified in the
\napplicable pricing supplement as published in H.15(519) under the caption “U.S.
\nGovernment Securities\/ Treasury Bills\/ Secondary Market” or, if not published by
\n3:00 p.m., New York City time, on the related calculation date, the rate on such
\ninterest determination date of such Treasury Bills as published in H.15 Daily
\nUpdate, or such other recognized electronic source used for the purpose of
\ndisplaying such rate, under the caption “U.S. Government Securities\/ Treasury
\nBills (Secondary Market).”<\/p>\n<\/p>\n

(IV) If such rate is not published in H.15(519), H.15 Daily Update or another
\nrecognized electronic source by 3:00 p.m., New York City time, on the related
\ncalculation date, then the calculation agent will determine the Treasury Rate to
\nbe the bond equivalent yield of the arithmetic mean of the secondary market bid
\nrates, as of approximately 3:30 p.m., New York City time, on the interest
\ndetermination date of three leading primary U.S. government securities dealers
\n(which may include the Agents or their affiliates) for the issue of Treasury
\nBills with a remaining maturity closest to the index maturity described in the
\nrelated Pricing Supplement. The calculation agent will select the three dealers
\nreferred to above.<\/p>\n<\/p>\n

(V) If fewer than three dealers selected by the calculation agent are quoting
\nas mentioned above, the Treasury Rate will remain the Treasury Rate then in
\neffect on that Interest Determination Date.<\/p>\n<\/p>\n

“Bond equivalent yield” means a yield (expressed as a percentage) calculated
\nin accordance with the following formula:<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

D x N<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Bond Equivalent Yield =<\/p>\n<\/td>\n

<\/td>\n\n

360 : (D x M)<\/p>\n<\/td>\n

<\/td>\n\n

100<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

where “D” refers to the applicable per annum rate for Treasury Bills quoted
\non a bank discount basis and expressed as a decimal, “N” refers to 365 or 366,
\nas the case may be, and “M” refers to the actual number of days in the
\napplicable Interest Reset Period.<\/p>\n<\/p>\n

-19-<\/p>\n

\n

\n

Zero Coupon Notes<\/u>.<\/p>\n<\/p>\n

The specific terms of any Zero Coupon Notes will be set forth in the
\napplicable Pricing Supplement.<\/p>\n<\/p>\n

Indexed Notes<\/u>.<\/p>\n<\/p>\n

The Company may issue notes for which the amount of interest or principal
\nthat will be paid will not be known on its date of issue. The Company will
\nspecify the formulae for computing interest or principal payments for these
\ntypes of notes, which is called “Indexed Notes”, by reference to securities,
\nfinancial or non-financial indices, currencies, commodities, interest rates, or
\ncomposites or baskets of any or all of the above. Examples of indexed items that
\nthe Company may use include a published stock index, the common stock price of a
\npublicly traded company, the value of the U.S. dollar versus the Japanese Yen,
\nor the price in a particular market of a barrel of West Texas intermediate crude
\noil. The amount of interest and principal that will be paid will depend on the
\nstructure of the Indexed Note and the level of the specified indexed item
\nthroughout the term of the Indexed Note and at maturity. Specific information
\npertaining to the method of determining the interest payments and the principal
\namount will be described in the applicable Pricing Supplement, as well as
\nadditional risk factors unique to the Indexed Note, certain historical
\ninformation for the specified indexed item and certain additional United States
\nfederal tax considerations.<\/p>\n<\/p>\n

(5) Unless otherwise specified in the applicable Pricing Supplement,
\nprincipal of (and premium, if any) and interest (if any) on the Notes will be
\npayable, and, except as provided in Section 305 of the Indenture with respect to
\nany Global Security (as defined below) representing Book-Entry Notes (as defined
\nbelow), the transfer of the Notes will be registrable and Notes will be
\nexchangeable for Notes bearing identical terms and provisions at the corporate
\ntrust office of Deutsche Bank Trust Company Americas (the “Paying Agent”), in
\nNew York City, New York, provided that payments of interest with respect to any
\nCertificated Note (as defined below), other than interest at maturity or upon
\nredemption, may be made at the option of the Company by check mailed to the
\naddress of the person or entity entitled thereto as it appears on the security
\nregister of the Company at the close of business on the Regular Record Date
\ncorresponding to the relevant Interest Payment Date. Unless otherwise specified
\nin the applicable Pricing Supplement, holders of $1,000,000 or more in aggregate
\nprincipal amount of Certificated Notes shall be entitled to receive payments of
\ninterest, other than interest at maturity or upon redemption, by wire transfer
\nof immediately available funds, if appropriate wire transfer instructions have
\nbeen given to the Paying Agent in writing not later than 15 calendar days prior
\nto the applicable Interest Payment Date.<\/p>\n<\/p>\n

(6) If so specified in the applicable Pricing Supplement, the Notes will be
\nredeemable at the option of the Company on the date or dates prior to maturity
\nspecified in the applicable Pricing Supplement at the price or prices specified
\nin the applicable Pricing Supplement: (i) Unless otherwise specified in such
\nPricing Supplement, in the case of Notes other than Zero Coupon Notes or certain
\ninterest bearing notes issued as Original Issue Discount Notes, expressed as a
\nspecified percentage of the principal amount of such Note, together with accrued
\ninterest, if any, to the date of redemption stated in the applicable Pricing
\nSupplement; (ii) Unless otherwise specified in the applicable Pricing
\nSupplement, in the case of Zero Coupon Notes or certain interest bearing Notes
\nissued as Original Issue Discount Notes (as specified in the applicable Pricing
\nSupplement), as a specified percentage of the Amortized Face Amount (as<\/p>\n<\/p>\n

-20-<\/p>\n

\n

\n

defined below) of such Note (as described in paragraph (10) below), together
\nwith accrued interest, if any, to the date of redemption (or, in the case of any
\ninterest bearing Note issued as an Original Issue Discount Note, any accrued but
\nunpaid “qualified stated interest” payments (as specified in Paragraph (10)
\nbelow). Unless otherwise specified in the applicable Pricing Supplement, the
\nCompany may redeem any of the Notes which are redeemable and remain outstanding
\neither in whole or from time to time in part upon the terms and conditions set
\nforth in Article Eleven of the Indenture.<\/p>\n<\/p>\n

(7) Unless otherwise specified in the applicable Pricing Supplement, the
\nCompany shall not be obligated to redeem or purchase any Notes of such series
\npursuant to any sinking fund or analogous provisions or at the option of any
\nHolder.<\/p>\n<\/p>\n

(8) Unless otherwise specified in the applicable Pricing Supplement, Notes of
\nsuch series may be issued only in fully registered form. Unless otherwise
\nspecified in the applicable Pricing Supplement, the authorized denomination of
\nthe Notes of such series other than Foreign Currency Notes (as defined below),
\nshall be $1,000 or any amount in excess of $1,000 which is an integral multiple
\nof $1,000. Foreign Currency Notes will be issued in the denominations specified
\nin the applicable Pricing Supplement.<\/p>\n<\/p>\n

(10) The portion of the principal amount of the Notes, other than Original
\nIssue Discount Notes (including any Zero Coupon Notes), which shall be payable
\nupon declaration of acceleration of maturity thereof shall not be other than the
\nprincipal amount thereof. Unless otherwise specified in the applicable Pricing
\nSupplement, the portion of the principal amount of Zero Coupon Notes and certain
\ninterest bearing Notes issued as Original Issue Discount Notes (as specified in
\nthe applicable Pricing Supplement) upon any acceleration of the maturity thereof
\nwill be the Amortized Face Amount and in the case of an interest-bearing note
\nissued as an Original Issue Discount Note, any accrued but unpaid qualified
\nstated interest payments. Unless otherwise specified in the applicable Pricing
\nSupplement, the amount payable to the holder of such Original Issue Discount
\nNote upon any redemption thereof will be the applicable specified percentage of
\nthe Amortized Face Amount thereof specified in the applicable Pricing
\nSupplement, and in the case of any interest bearing Note issued as an Original
\nIssue Discount Note, any accrued but unpaid “qualified stated interest” payments
\n(as defined in the Treasury Regulations regarding original issue discount issued
\nby the Treasury Department (the “Regulations”)). The “Amortized Face Amount” of
\nan Original Issue Discount Note shall be the amount equal to the sum of (a) the
\nIssue Price (as set forth on the face of such Original Issue Discount Note) plus
\n(b) the aggregate of the portions of the original issue discount (the excess of
\nthe amounts considered as part of the “stated redemption price at maturity” of
\nsuch Original Issue Discount Note within the meaning of Section 1273(a)(2) of
\nthe Internal Revenue Code of 1986, as amended (the “Code”), whether denominated
\nas principal or interest, over the Issue Price of Original Issue Discount Note)
\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
\nOriginal Issue Discount Note to the date of determination, minus (c) any amount
\nconsidered as part of the “stated redemption price at maturity” of such Original
\nIssue Discount Note which has been paid on such Original Issue Discount Note
\nfrom the date of issue to the date of determination. In no event can the
\nAmortized Face Amount exceed the principal amount of such Note due at the stated
\nmaturity thereof.<\/p>\n<\/p>\n

-21-<\/p>\n

\n

\n

(11) The Notes may be denominated, and payments of principal of and interest
\non the Notes will be made, in United States dollars or in such foreign
\ncurrencies or foreign currency units (a “Specified Currency”) as may be
\nspecified in the applicable Pricing Supplement (“Foreign Currency Notes”).<\/p>\n<\/p>\n

(12) Except as otherwise described in Paragraphs (4) and (10) above, the
\namount of payments of principal of and any premium or interest on the Notes will
\nnot be determined with reference to an index.<\/p>\n<\/p>\n

(13) Foreign Currency Notes will be paid in U.S. dollars converted from the
\nSpecified Currency unless a Holder of Foreign Currency Notes elects to be paid
\nin the Specified Currency or unless the applicable Pricing Supplement provides
\notherwise. In the case of a Note having a Specified Currency other than U.S.
\ndollars, the principal of that Note in U.S. dollars will be based on the highest
\nbid quotation in The City of New York received by an agent specified in the
\napplicable pricing supplement (the “exchange rate agent”) at approximately 11:00
\na.m., New York City time, on the second business day preceding the applicable
\npayment date from three recognized foreign exchange dealers (one of whom may be
\nthe exchange rate agent) selected by the exchange rate agent and approved by the
\nCompany for the purchase by the quoting dealer of the specified currency for
\nU.S. dollars for settlement on such payment date in the aggregate amount of the
\nSpecified Currency payable to all holders of Foreign Currency Notes scheduled to
\nreceive U.S. dollar payments and at which the applicable dealer commits to
\nexecute a contract. If three such bid quotations are not available, the Company
\nwill make payments in the Specified Currency. All currency exchange costs will
\nbe borne by the holders of the Foreign Currency Note by deductions from such
\npayments. Unless indicated otherwise in the applicable Pricing Supplement, a
\nholder of Foreign Currency Notes may elect to receive payment of the principal
\nof and interest on the Foreign Currency Notes in the Specified Currency by
\ntransmitting a written request for such payment to the corporate trust office of
\nthe Trustee in The City of New York on or prior to the Regular Record Date or at
\nleast 15 calendar days prior to maturity, as the case may be. A Holder may make
\nthis request in writing (mailed or hand delivered) or sent by facsimile
\ntransmission. A Holder of a Foreign Currency note may elect to receive payment
\nin the Specified Currency for all principal and interest payments and need not
\nfile a separate election for each payment. Such Holder153s election will remain in
\neffect until revoked by written notice to the Trustee, but written notice of any
\nsuch revocation must be received by the Trustee on or prior to the Regular
\nRecord Date or at least 15 calendar days prior to the maturity date, as the case
\nmay be. If a Specified Currency is not available for the payment of principal,
\npremium or interest with respect to a Foreign Currency Note due to the
\nimposition of exchange controls or other circumstances beyond the Company153s
\ncontrol, the Company will be entitled to satisfy its obligations to Holders of
\nForeign Currency Notes by making such payment in U.S. dollars on the basis of
\nthe noon buying rate in The City of New York for cable transfers of the
\nspecified currency as certified for customs purposes (or, if not so certified as
\notherwise determined) by the Federal Reserve Bank of New York (the “market
\nexchange rate”) as computed by the exchange rate agent on the second business
\nday prior to such payment or, if not then available, on the basis of the most
\nrecently available market exchange rate or as otherwise indicated in an
\napplicable Pricing Supplement. All determinations referred to above made by the
\nexchange rate agent will be at its sole discretion and will, in the absence of
\nclear error, be conclusive for all purposes and binding on the Holders of the
\nForeign Currency Notes.<\/p>\n<\/p>\n

-22-<\/p>\n

\n

\n

(15) Unless otherwise specified in the applicable Pricing Supplement, the
\nNotes shall be subject to the events of default specified in Section 501,
\nparagraphs (1) through (8) of the Indenture.<\/p>\n<\/p>\n

(16) Each Note will be represented by either a master global note or a global
\nnote in fully registered form (each a “Global Note”) registered in the name of a
\nnominee of the Depository (each such Note represented by a Global Note being
\nherein referred to as a “Book-Entry Note”) or a certificate issued in definitive
\nregistered form, without coupons (a “Certificated Note”), as set forth in the
\napplicable Pricing Supplement. Unless otherwise specified in the applicable
\nPricing Supplement, The Depository Trust Company will act as Depositary. Except
\nas provided in Section 305 of the Indenture, Book-Entry Notes will not be
\nissuable in certificated form and will not be exchangeable or transferable. So
\nlong as the Depositary or its nominee is the registered holder of any Global
\nNote, the Depositary or its nominee, as the case may be, will be considered the
\nsole Holder of the Book-Entry Note or Notes represented by such Global Note for
\nall purposes under the Indenture and the Notes.<\/p>\n<\/p>\n

(18) Interest will be payable to the person in whose name a Note (or one or
\nmore predecessor Notes) is registered at the close of business on the Regular
\nRecord Date (as defined below) next preceding each Interest Payment Date (as
\ndefined below); provided, however, that interest payable at maturity or upon
\nredemption will be payable to the person to whom principal shall be payable.\n<\/p>\n<\/p>\n

(19) Unless otherwise specified in the applicable Pricing Supplement, the
\nNotes shall be defeasible pursuant to Sections 1302 and 1303 of the Indenture.\n<\/p>\n<\/p>\n

(22) The Company will pay any administrative costs imposed by banks in making
\npayments in immediately available funds, but, except as otherwise provided under
\nAdditional Amounts in the applicable Pricing Supplement, any tax, assessment or
\ngovernmental charge imposed upon payments will be borne by the Holders of the
\nNotes in respect of which such payments are made.<\/p>\n<\/p>\n

(25) Subject to the terms of the Indenture and the resolutions and
\nauthorization referred to in the first paragraph hereof, the Notes shall have
\nsuch other terms (which may be in addition to or different from the terms set
\nforth herein) as are specified in the applicable Pricing Supplement.<\/p>\n<\/p>\n

B. Establishment of Note Forms pursuant to Section 201 of Indenture<\/u>.\n<\/p>\n<\/p>\n

It is hereby established pursuant to Section 201 of the Indenture that the
\nGlobal Securities representing Book-Entry Notes shall be substantially in the
\nforms attached as Exhibits A, B and C<\/u> hereto, unless a different form is
\nprovided in the applicable Pricing Supplement (which Pricing Supplement shall be
\ndeemed a copy of a Board Resolution certified by the secretary or an assistant
\nsecretary of the Company satisfying the requirements of Section 201 of the
\nIndenture).<\/p>\n<\/p>\n

C. Establishment or Procedures for Authentication of Notes Pursuant to
\nSection 303 of Indenture<\/u>.<\/p>\n<\/p>\n

-23-<\/p>\n

\n

\n

It is hereby ordered pursuant to Section 303 of the Indenture that Notes may
\nbe authenticated by the Trustee and issued in accordance with the Administrative
\nProcedures attached hereto as Exhibit D<\/u> and upon receipt by the Trustee
\n(including by facsimile) of a Pricing Supplement to this Officers153 Certificate
\nand Company Order, in substantially the form attached as Exhibit E<\/u>
\nhereto (a “Pricing Supplement”), setting forth the information specified or
\ncontemplated therein for the particular Notes to be authenticated and issued. At
\nleast one officer signing each Pricing Supplement shall be an Authorized Officer
\nas defined in the resolutions referred to in the first paragraph hereof.<\/p>\n<\/p>\n

D. Other Matters<\/u>.<\/p>\n<\/p>\n

The applicable Pricing Supplement shall specify any agent of the Company
\ndesignated for the purpose of delivering, for cancellation by the Trustee
\npursuant to Section 309 of the Indenture, Notes which have not been issued and
\nsold by the Company.<\/p>\n<\/p>\n

Attached as Exhibit F<\/u> hereto is a true and correct copy of resolutions
\nduly adopted by the Board of Directors of the Company on May 15, 2008; such
\nresolutions have not been further amended, modified or rescinded and remain in
\nfull force and effect; and such resolutions are the only resolutions adopted by
\nthe Company153s Board of Directors or by any Authorized Officers relating to the
\noffering and sale of the Notes.<\/p>\n<\/p>\n

[Remainder of page is intentionally left blank; signature
\npage follows.<\/em>]<\/p>\n

\n

-24-<\/p>\n

\n

\n

The undersigned have read the pertinent sections of the Indenture including
\nthe related definitions contained therein. The undersigned have examined the
\nresolutions adopted by the Company153s Board of Directors. In the opinion of the
\nundersigned, the undersigned have made such examination or investigation as is
\nnecessary to enable the undersigned to express an informed opinion as to whether
\nor not the conditions precedent to the establishment of (i) a series of
\nSecurities, (ii) the forms of such Securities and (iii) the procedures for
\nauthentication of such series of Securities, contained in the Indenture have
\nbeen complied with. In the opinion of the undersigned, such conditions have been
\ncomplied with.<\/p>\n<\/p>\n

Dated: June 13, 2011<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

KEYCORP<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Joseph M. Vayda<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Joseph M. Vayda<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Treasurer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Steven N. Bulloch<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Steven N. Bulloch<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Assistant Secretary<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Officers153 Certificate & Company Order,
\nSeries K<\/p>\n

\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT A : FORM OF SENIOR MEDIUM-TERM NOTE, SERIES K
\n
\n(FIXED RATE)<\/strong><\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT B : FORM OF SENIOR MEDIUM-TERM NOTE, SERIES K
\n
\n(FLOATING RATE)<\/strong><\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT C : FORM OF SENIOR MEDIUM-TERM NOTE, SERIES K
\n
\n(MASTER GLOBAL NOTE)<\/strong><\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT D : ADMINISTRATIVE PROCEDURES<\/strong><\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT E : FORM OF PRICING SUPPLEMENT<\/strong><\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT F : RESOLUTIONS OF THE COMPANY153S BOARD OF
\nDIRECTORS
\nDATED MAY 15, 2008<\/strong><\/p><\/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":[9562,9560],"class_list":["post-41190","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-keycorp","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance__desig","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41190","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=41190"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41190"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41190"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41190"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}