{"id":43965,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-keycorp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-keycorp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-keycorp.html","title":{"rendered":"Underwriting Agreement – KeyCorp"},"content":{"rendered":"

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

\n

70,621,470 COMMON SHARES
\nPAR VALUE $1.00 PER SHARE<\/strong><\/p>\n

\n

UNDERWRITING AGREEMENT<\/strong><\/p>\n

\n

March 18, 2011<\/p>\n<\/p>\n

\n

March 18, 2011<\/p>\n

To the Managers named in Schedule I hereto<\/p>\n

for the Underwriters named in Schedule II hereto<\/p>\n

Ladies and Gentlemen:<\/p>\n

KeyCorp, an Ohio corporation (the “Company<\/strong>“), proposes to
\nissue and sell to the several underwriters named in Schedule II hereto (the
\n“Underwriters<\/strong>“), for whom you are acting as managers (the
\n“Managers<\/strong>“), the number of shares of its common shares, par
\nvalue $1.00 per share, set forth in Schedule I hereto (the “Firm
\nShares<\/strong>“). The Company also proposes to issue and sell to the several
\nUnderwriters not more than the number of additional shares of its common shares,
\npar value $1.00 per share, set forth in Schedule I hereto (the
\n“Additional Shares<\/strong>“) if and to the extent that you, as Managers
\nof the offering, shall have determined to exercise, on behalf of the
\nUnderwriters, the right to purchase such common shares granted to the
\nUnderwriters in Section 2 hereof. The Firm Shares and the Additional Shares are
\nhereinafter collectively referred to as the “Shares.<\/strong>” The
\ncommon shares, par value $1.00 per share, of the Company to be outstanding after
\ngiving effect to the sales contemplated hereby are hereinafter referred to as
\nthe “Common Stock.<\/strong>” If the firm or firms listed in Schedule II
\nhereto include only the Managers listed in Schedule I hereto, then the terms
\n“Underwriters” and “Managers” as used herein shall each be deemed to refer to
\nsuch firm or firms.<\/p>\n

The Company has filed with the Securities and Exchange Commission (the
\n“Commission<\/strong>“) a registration statement, including a prospectus,
\n(the file number of which is set forth in Schedule I hereto) on Form S-3,
\nrelating to the securities (the “Shelf Securities<\/strong>“), including
\nthe Shares, to be issued from time to time by the Company. The registration
\nstatement as amended to the date of this Agreement, including the information
\n(if any) deemed to be part of the registration statement at the time of
\neffectiveness pursuant to Rule 430A or Rule 430 B under the Securities Act of
\n1933, as amended (the “Securities Act<\/strong>“), is hereinafter
\nreferred to as the “Registration Statement<\/strong>“, and the related
\nprospectus covering the Shelf Securities dated June 12, 2008 in the form first
\nused to confirm sales of the Shares (or in the form first made available to the
\nUnderwriters by the Company to meet requests of purchasers pursuant to Rule 173
\nunder the Securities Act) is hereinafter referred to as the “Basic
\nProspectus.<\/strong>“<\/p>\n

\n

The Basic Prospectus, as supplemented by the prospectus supplement
\nspecifically relating to the Shares in the form first used to confirm sales of
\nthe Shares (or in the form first made available to the Underwriters by the
\nCompany to meet requests of purchasers pursuant to Rule 173 under the Securities
\nAct) is hereinafter referred to as the “Prospectus<\/strong>,” and the
\nterm “preliminary prospectus<\/strong>” means any preliminary form of the
\nProspectus. For purposes of this Agreement, “free writing
\nprospectus<\/strong>” has the meaning set forth in Rule 405 under the Securities
\nAct, “Time of Sale Prospectus<\/strong>” means the preliminary prospectus
\ntogether with the free writing prospectuses, if any, each identified in Schedule
\nI hereto, and “broadly available road show<\/strong>” means a “bona fide
\nelectronic road show” as defined in Rule 433(h)(5) under the Securities Act that
\nhas been made available without restriction to any person. As used herein, the
\nterms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,”
\n“Time of Sale Prospectus” and “Prospectus” shall include the documents, if any,
\nincorporated by reference therein. The terms “supplement<\/strong>,”
\n“amendment<\/strong>,” and “amend<\/strong>” as used herein with
\nrespect to the Registration Statement, the Basic Prospectus, the Time of Sale
\nProspectus, any preliminary prospectus or free writing prospectus shall include
\nall documents subsequently filed by the Company with the Commission pursuant to
\nthe Securities Exchange Act of 1934, as amended (the “Exchange
\nAct<\/strong>“), that are deemed to be incorporated by reference therein (the
\n“Incorporated Documents<\/strong>“).<\/p>\n

1. Representations and Warranties<\/em>. The Company represents and
\nwarrants to and agrees with each of the Underwriters that:<\/p>\n

(a) The Registration Statement has become effective; no stop order suspending
\nthe effectiveness of the Registration Statement is in effect, and no proceedings
\nfor such purpose are pending before or, to the best knowledge of the Company,
\nthreatened by the Commission. At the time of filing the Registration Statement,
\nat the time of the most recent amendment thereto for the purposes of complying
\nwith Section 10(a)(3) of the Securities Act (whether such amendment was by
\npost-effective amendment, incorporated report filed pursuant to Section 13 or
\n15(d) of the Exchange Act or form of prospectus), and at the time the Company or
\nany person acting on its behalf (within the meaning, for this clause only, of
\nRule 163(c) under the Securities Act) made any offer relating to the Shares in
\nreliance on the exemption of Rule 163 under the Securities Act, the Company was
\na “well-known seasoned issuer” as defined in Rule 405 under the Securities Act;
\nand at the earliest time after the filing of the Registration Statement that the
\nCompany or another offering participant made a bona fide offer (within the
\nmeaning of Rule 164(h)(2) under the Securities Act) of the Shares, the Company
\nwas not an “ineligible issuer” as defined in Rule 405 under the Securities Act.\n<\/p>\n

2<\/p>\n

\n

\n

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange
\nAct and incorporated by reference in the Time of Sale Prospectus or the
\nProspectus complied or will comply when so filed in all material respects with
\nthe Exchange Act and the applicable rules and regulations of the Commission
\nthereunder, (ii) each part of the Registration Statement, when such part became
\neffective, did not contain, and each such part, as amended or supplemented, if
\napplicable, will not contain any untrue statement of a material fact or omit to
\nstate a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading, (iii) the Registration Statement as of the
\ndate hereof does not contain any untrue statement of a material fact or omit to
\nstate a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading, (iv) the Registration Statement and the
\nProspectus comply and, as amended or supplemented, if applicable, will comply in
\nall material respects with the Securities Act and the applicable rules and
\nregulations of the Commission thereunder, (v) the Time of Sale Prospectus does
\nnot, and at the time of each sale of the Shares in connection with the offering
\nwhen the Prospectus is not yet available to prospective purchasers and at the
\nClosing Date (as defined in Section 4), the Time of Sale Prospectus, as then
\namended or supplemented by the Company, if applicable, will not, contain any
\nuntrue statement of a material fact or omit to state a material fact necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading, (vi) each broadly available road show, if any,
\nwhen considered together with the Time of Sale Prospectus, does not contain any
\nuntrue statement of a material fact or omit to state a material fact necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading and (vii) the Prospectus does not contain and, as
\namended or supplemented, if applicable, will not contain any untrue statement of
\na material fact or omit to state a material fact necessary to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading, except that the representations and warranties set forth
\nin this paragraph do not apply to statements or omissions in the Registration
\nStatement, the Time of Sale Prospectus or the Prospectus based upon information
\nrelating to any Underwriter furnished to the Company in writing by such
\nUnderwriter through the Managers expressly for use therein.<\/p>\n<\/p>\n

(c) The Company is not an “ineligible issuer” in connection with the offering
\npursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing
\nprospectus that the Company is required to file pursuant to Rule 433(d) under
\nthe Securities Act has been, or will be, filed with the Commission in accordance
\nwith the requirements of the Securities Act and the applicable rules and
\nregulations of the Commission thereunder. Each free writing prospectus that the
\nCompany has filed, or is required to file, pursuant to Rule 433(d) under the
\nSecurities Act or that was prepared by or behalf of or used or referred to by
\nthe Company complies or will comply in all material respects with the
\nrequirements<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

of the Securities Act and the applicable rules and regulations of the
\nCommission thereunder. Except for the free writing prospectuses, if any,
\nidentified in Schedule I hereto forming part of the Time of Sale Prospectus, and
\nelectronic road shows, if any, each furnished to you before first use, the
\nCompany has not prepared, used or referred to, and will not, without your prior
\nconsent, prepare, use or refer to, any free writing prospectus with respect to
\nthe Shares.<\/p>\n<\/p>\n

(d) The consolidated historical financial statements and schedules of the
\nCompany and its consolidated subsidiaries included in the Registration Statement
\nand the Prospectus present fairly the financial condition, results of operations
\nand cash flows of the Company as of the dates and for the periods indicated,
\ncomply as to form in all material respects with the applicable accounting
\nrequirements of the Securities Act and have been prepared in conformity with
\ngenerally accepted accounting principles applied on a consistent basis
\nthroughout the periods involved (except as otherwise noted therein).<\/p>\n<\/p>\n

(e) (i) The Company has been duly incorporated and is validly existing as a
\ncorporation in good standing under the laws of the State of Ohio, is duly
\nregistered as a bank holding company under the Bank Holding Company Act of 1956,
\nas amended, with power and authority (corporate and other) to own, lease and
\noperate its properties and conduct its business as described in each of the
\nRegistration Statement, the Prospectus and the Time of Sale Prospectus, and has
\nbeen duly qualified as a foreign corporation to transact business and is in good
\nstanding in each other jurisdiction in which such qualification is required,
\nwhether by reason of the ownership or leasing or property or the conduct of
\nbusiness, except where any failure to so qualify or to be in good standing would
\nnot, individually or in the aggregate, have a material adverse effect on the
\ncondition (financial or otherwise), prospects, earnings, business or properties
\nof the Company and its subsidiaries taken as a whole or the consummation of any
\nof the transactions contemplated by the Prospectus or this Agreement (a
\n“Material Adverse Effect<\/strong>“); (ii) KeyBank National Association,
\nthe Company153s national bank subsidiary (“KeyBank<\/strong>“), is a duly
\norganized and validly existing national banking association under the laws of
\nthe United States, continues to hold a valid certificate to do business as such
\nand has full power and authority to conduct its business as such as described in
\neach of the Registration Statement, the Prospectus and the Time of Sale
\nProspectus; (iii) each of its other “significant subsidiaries”, as defined in
\nRegulation S-X (each a “Significant Subsidiary<\/strong>“), is duly
\norganized and validly existing under the laws of the jurisdiction of its
\norganization with corporate power and authority under such laws to conduct its
\nbusiness as described in each of the Registration Statement, the Prospectus and
\nthe Time of Sale Prospectus and is in good standing in each jurisdiction in
\nwhich the conduct of its business or its ownership or leasing of property
\nrequires such qualification, except to the extent that any failure to be so
\nqualified or be in good<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

standing would not, individually or in the aggregate, have a Material Adverse
\nEffect; and (iv) all of the outstanding shares of capital stock of each such
\nSignificant Subsidiary have been duly authorized and validly issued, are fully
\npaid and non-assessable (except, with respect to any subsidiary that is a
\nnational bank, as provided by Section 55 of Title 12 of the United States Code).\n<\/p>\n<\/p>\n

(f) The Company has all corporate power and authority necessary to execute
\nand deliver this Agreement and the Shares and to perform its obligations
\nhereunder and thereunder; the execution, delivery and performance by the Company
\nof this Agreement, the issuance of the Shares, the compliance by the Company
\nwith all of the provisions of this Agreement, and the consummation of the
\ntransactions contemplated herein will not conflict with or result in a breach or
\nviolation of any of the terms or provisions of, or constitute a default under,
\nany indenture, mortgage, deed of trust, loan agreement or other agreement or
\ninstrument to which the Company or any of its subsidiaries is a party or by
\nwhich the Company or any of its subsidiaries is bound or to which any of the
\nproperty or assets of the Company or any of its subsidiaries is subject except
\nfor any such conflicts, breaches, violations or defaults which would not,
\nindividually or in the aggregate, have a Material Adverse Effect, nor will such
\naction result in any violation of the provisions of the articles of
\nincorporation or code of regulations of the Company or the charter or by-laws of
\nany of its subsidiaries or any statute or any order, rule or regulation of any
\ncourt or governmental agency or body having jurisdiction over the Company or any
\nof its subsidiaries or any of their properties; and no consent, approval,
\nauthorization, order, registration or qualification of or with any such court or
\ngovernmental agency or body is required for the issue of the Shares or the
\nconsummation by the Company of the other transactions contemplated by this
\nAgreement, except such as have been or will have been, prior to the time of each
\nsale of the Shares in connection with the offering, obtained under the
\nSecurities Act and such consents, approvals, authorizations, registrations or
\nqualifications as may be required under state securities or Blue Sky laws in
\nconnection with the issuance by the Company of the Shares.<\/p>\n<\/p>\n

(g) The Company has an authorized capitalization as set forth in each of the
\nRegistration Statement, the Prospectus and the Time of Sale Prospectus, and all
\nof the issued and outstanding shares of capital stock of the Company have been
\nduly and validly authorized and issued and are fully paid and non-assessable.\n<\/p>\n<\/p>\n

(h) The Shares have been duly authorized and, when issued and delivered as
\nprovided in this Agreement, will be duly and validly issued, fully paid and
\nnon-assessable, and the issuance of such Shares will not be subject to any
\npreemptive or similar rights.<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

(i) This Agreement has been duly authorized, executed and delivered by the
\nCompany.<\/p>\n<\/p>\n

(j) The Shares conform in all material respects to the descriptions thereof
\nin the Time of Sale Prospectus and the Prospectus.<\/p>\n<\/p>\n

(k) No action, suit or proceeding by or before any court or governmental
\nagency, authority or body or any arbitrator involving the Company or any of its
\nsubsidiaries or its or their property is pending or, to the best knowledge of
\nthe Company, threatened that would have a Material Adverse Effect, whether or
\nnot arising from transactions in the ordinary course of business, except as set
\nforth in or contemplated in the Registration Statement, the Time of Sale
\nProspectus and the Prospectus (exclusive of any supplement thereto).<\/p>\n<\/p>\n

(l) Neither the Company nor any subsidiary is in violation or default of (i)
\nany provision of its charter or bylaws, (ii) the terms of any indenture,
\ncontract, lease, mortgage, deed of trust, note agreement, loan agreement or
\nother agreement, obligation, condition, covenant or instrument to which it is a
\nparty or bound or to which its property is subject, or (iii) any statute, law,
\nrule, regulation, judgment, order or decree of any court, regulatory body,
\nadministrative agency, governmental body, arbitrator or other authority having
\njurisdiction over the Company or such subsidiary or any of its properties, as
\napplicable, except in the case of (ii) and (iii), where any such violations or
\ndefaults would not, individually or in the aggregate, have a Material Adverse
\nEffect.<\/p>\n<\/p>\n

(m) There has not occurred any material adverse change, or any development
\ninvolving a prospective material adverse change, in the condition (financial or
\notherwise), earnings, business, management or properties of the Company and its
\nsubsidiaries, taken as a whole, from that set forth in the Time of Sale
\nProspectus.<\/p>\n<\/p>\n

(n) The Company and its subsidiaries (i) are in compliance with any and all
\napplicable foreign, federal, state and local laws and regulations relating to
\nthe protection of human health and safety, the environment or hazardous or toxic
\nsubstances or wastes, pollutants or contaminants (“Environmental
\nLaws<\/strong>“), (ii) have received all permits, licenses or other approvals
\nrequired of them under applicable Environmental Laws to conduct their respective
\nbusinesses and (iii) are in compliance with all terms and conditions of any such
\npermit, license or approval, except where such noncompliance with Environmental
\nLaws, failure to receive required permits, licenses or other approvals or
\nfailure to comply with the terms and conditions of such permits, licenses or
\napprovals would not, singly or in the aggregate, have a Material Adverse Effect.\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

(o) There are no costs or liabilities associated with Environmental Laws
\n(including, without limitation, any capital or operating expenditures required
\nfor clean-up, closure of properties or compliance with Environmental Laws or any
\npermit, license or approval, any related constraints on operating activities and
\nany potential liabilities to third parties) which would, singly or in the
\naggregate, have a Material Adverse Effect.<\/p>\n<\/p>\n

(p) Each preliminary prospectus filed as part of the registration statement
\nas originally filed or as part of any amendment thereto, or filed pursuant to
\nRule 424 under the Securities Act, complied when so filed in all material
\nrespects with the Securities Act and the applicable rules and regulations of the
\nCommission thereunder.<\/p>\n<\/p>\n

(q) The Company is not, and after giving effect to the offering and sale of
\nthe Shares and the application of the proceeds thereof as described in the Time
\nof Sale Prospectus will not be, required to register as an “investment company”
\nas defined in the Investment Company Act of 1940, as amended.<\/p>\n<\/p>\n

(r) There are no contracts, agreements or understandings between the Company
\nand any person granting such person the right to require the Company to file a
\nregistration statement under the Securities Act with respect to any securities
\nof the Company or to require the Company to include such securities with the
\nShares registered pursuant to the Registration Statement, except as described in
\nor contemplated by the Registration Statement, the Time of Sale Prospectus and
\nthe Prospectus.<\/p>\n<\/p>\n

(s) No subsidiary of the Company is currently prohibited, directly or
\nindirectly, from paying any dividends to the Company, from making any other
\ndistribution on such subsidiary153s capital stock, from repaying to the Company
\nany loans or advances to such subsidiary from the Company or from transferring
\nany of such subsidiary153s property or assets to the Company or any other
\nsubsidiary of the Company, except as described in or contemplated by the
\nRegistration Statement, the Time of Sale Prospectus and the Prospectus
\n(exclusive of any supplement thereto).<\/p>\n<\/p>\n

(t) Each of the Company and its subsidiaries maintain a system of internal
\naccounting controls sufficient to provide reasonable assurance that (i)
\ntransactions are executed in accordance with management153s general or specific
\nauthorizations; (ii) transactions are recorded as necessary to permit
\npreparation of financial statements in conformity with generally accepted
\naccounting principles and to maintain asset accountability; (iii) access to
\nassets is permitted only in accordance with management153s general or specific
\nauthorization; and (iv) the recorded accountability for assets is compared with
\nthe existing assets at<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

reasonable intervals and appropriate action is taken with respect to any
\ndifferences. The Company and its subsidiaries153 internal controls over financial
\nreporting are effective and the Company and its subsidiaries are not aware of
\nany material weakness in their internal controls over financial reporting.<\/p>\n<\/p>\n

(u) The Company maintains disclosure controls and procedures (as such term is
\ndefined in Rule 13a-15(e) under the Exchange Act) that comply with the
\nrequirements of the Exchange Act; such disclosure controls and procedures have
\nbeen designed to ensure that material information relating to the Company and
\nits subsidiaries is made known to the Company153s principal executive officer and
\nprincipal financial officer by others within those entities; and such disclosure
\ncontrols and procedures are effective.<\/p>\n<\/p>\n

(v) The Company, other than KeyBanc Capital Markets Inc., to the extent
\ndisclosed in the Time of Sale Prospectus and the Prospectus, has not taken,
\ndirectly or indirectly, any action designed to or that would constitute or that
\nmight reasonably be expected to cause or result in, under the Exchange Act or
\notherwise, stabilization or manipulation of the price of any security of the
\nCompany to facilitate the sale or resale of the Shares.<\/p>\n<\/p>\n

(w) There is and has been no failure on the part of the Company and to the
\nbest of its knowledge any of the Company153s directors or officers, in their
\ncapacities as such, to comply with any provision of the Sarbanes-Oxley Act of
\n2002 and the rules and regulations promulgated in connection therewith (the
\n“Sarbanes-Oxley Act<\/strong>“), including Section 402 relating to loans
\nand Sections 302 and 906 relating to certifications.<\/p>\n<\/p>\n

(x) Upon each delivery of Shares as contemplated by this Agreement to the
\nnominee of The Depository Trust Company (“DTC<\/strong>“) and the
\ncrediting of such Shares on the books of DTC to securities accounts of the
\nUnderwriters (assuming that neither DTC nor any such Underwriter has notice of
\nany adverse claim (within the meaning of Section 8-105 of the New York Uniform
\nCommercial Code (“UCC<\/strong>“))), (1) DTC shall be a “protected
\npurchaser” of such Shares within the meaning of Section 8-303 of the UCC, (2)
\nunder Section 8-501 of the UCC, the Underwriters will acquire a valid security
\nentitlement in respect of such Shares and (3) no action based on any “adverse
\nclaim”, within the meaning of Section 8-102 of the UCC, to such Shares may be
\nasserted against the Underwriters with respect to such security entitlement.\n<\/p>\n<\/p>\n

(y) Except as otherwise disclosed by the Company in its reports filed under
\nthe Exchange Act, the Company has filed all foreign, federal, state and local
\ntax returns that are required to be filed or has requested extensions thereof
\n(except in any case in which the failure so to file would not, individually or
\nin the<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

aggregate, have a Material Adverse Effect) and has paid all taxes required to
\nbe paid by it and any other assessment, fine or penalty levied against it, to
\nthe extent that any of the foregoing is due and payable, except for any such
\nassessment, fine or penalty that are currently being contested in good faith or
\nas would not, individually or in the aggregate, result in a Material Adverse
\nEffect.<\/p>\n<\/p>\n

(z) Neither the Company nor any of its subsidiaries, nor any director,
\nofficer, nor, to the best knowledge of the Company, any employee, agent,
\naffiliate or representative of the Company or of any of its subsidiaries or
\naffiliates, has taken or will take any action in furtherance of an offer,
\npayment, promise to pay, or authorization or approval of the payment or giving
\nof money, property, gifts or anything else of value, directly or indirectly, to
\nany “government official” (including any officer or employee of a government or
\ngovernment-owned or controlled entity or of a public international organization,
\nor any person acting in an official capacity for or on behalf of any of the
\nforegoing, or any political party or party official or candidate for political
\noffice) to influence official action or secure an improper advantage; and the
\nCompany and its subsidiaries and affiliates have conducted their businesses in
\ncompliance with applicable anti-corruption laws and have instituted and maintain
\nand will continue to maintain policies and procedures designed to promote and
\nachieve compliance with such laws and with the representation and warranty
\ncontained herein.<\/p>\n<\/p>\n

(aa) The operations of the Company and its subsidiaries are, and have during
\nthe last five years been, conducted in material compliance with all applicable
\nfinancial recordkeeping and reporting requirements, including those of the Bank
\nSecrecy Act, as amended by Title III of the Uniting and Strengthening America by
\nProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
\n2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of
\njurisdictions where the Company and its subsidiaries conduct business, the rules
\nand regulations thereunder and any related or similar rules, regulations or
\nguidelines, issued, administered or enforced by any governmental agency
\n(collectively, the “Anti-Money Laundering Laws<\/strong>“), and no
\naction, suit or proceeding by or before any court or governmental agency,
\nauthority or body or any arbitrator involving the Company or any of its
\nsubsidiaries with respect to the Anti-Money Laundering Laws is pending or, to
\nthe best knowledge of the Company, threatened.<\/p>\n<\/p>\n

(bb) Neither the Company nor any of its subsidiaries nor any director or
\nofficer thereof, nor, to the best knowledge of the Company, any, employee, agent
\nor affiliate of the Company or any of its subsidiaries, is an individual or
\nentity (“Person<\/strong>“) that is, or is owned or controlled by a
\nPerson that is:<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

(i) the subject of any sanctions administered or enforced by the U.S.
\nDepartment of Treasury153s Office of Foreign Assets Control
\n(“Sanctions<\/strong>“), nor<\/p>\n<\/p>\n

(ii) located, organized or resident in a country or territory that is the
\nsubject of Sanctions (including, without limitation, Burma\/Myanmar, Cuba, Iran,
\nLibya, NorthKorea or Sudan).<\/p>\n<\/p>\n

The Company will not, directly or indirectly, use the proceeds of the
\noffering, or lend, contribute or otherwise make available such proceeds to any
\nsubsidiary, joint venture partner or other Person:<\/p>\n<\/p>\n

(i) to fund or facilitate any activities or business of or with any Person or
\nin any country or territory that, at the time of such funding or facilitation,
\nis the subject of Sanctions; or<\/p>\n<\/p>\n

(ii) in any other manner that will result in a violation of Sanctions by any
\nPerson (including any Person participating in the offering, whether as
\nunderwriter, advisor, investor or otherwise).<\/p>\n<\/p>\n

(cc) Subsequent to the respective dates as of which information is given in
\neach of the Registration Statement, the Prospectus and the Time of Sale
\nProspectus, (i) the Company and its subsidiaries have not incurred any material
\nliability or obligation, direct or contingent, nor entered into any material
\ntransaction; (ii) the Company has not purchased any of its outstanding capital
\nstock, nor declared, paid or otherwise made any dividend or distribution of any
\nkind on its capital stock other than ordinary and customary dividends; and (iii)
\nthere has not been any material change in the capital stock, short-term debt or
\nlong-term debt of the Company and its subsidiaries, except in each case as
\ndescribed in each of the Registration Statement, the Prospectus and the Time of
\nSale Prospectus, respectively.<\/p>\n<\/p>\n

(dd) The Company and its subsidiaries possess all certificates,
\nauthorizations and permits issued by the appropriate federal, state or foreign
\nregulatory authorities necessary to conduct their respective businesses, and
\nneither the Company nor any of its subsidiaries has received any notice of
\nproceedings relating to the revocation or modification of any such certificate,
\nauthorization or permit which, singly or in the aggregate, if the subject of an
\nunfavorable decision, ruling or finding, would have a Material Adverse Effect,
\nexcept as described in the Time of Sale Prospectus.<\/p>\n<\/p>\n

2. Agreements to Sell and Purchase. <\/em>The Company hereby agrees to
\nsell to the several Underwriters, and each Underwriter, upon the basis of the\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

representations and warranties herein contained, but subject to the
\nconditions hereinafter stated, agrees, severally and not jointly, to purchase
\nfrom the Company the respective numbers of Firm Shares set forth in Schedule I
\nhereto opposite its name at the purchase price set forth in Schedule I hereto
\n(the “Purchase Price<\/strong>“).<\/p>\n<\/p>\n

On the basis of the representations and warranties contained in this
\nAgreement, and subject to its terms and conditions, the Company agrees to sell
\nto the Underwriters the Additional Shares, and the Underwriters shall have the
\nright to purchase, severally and not jointly, up to the number of Additional
\nShares set forth in Schedule I hereto at the Purchase Price, provided, however,
\nthat the amount paid by the Underwriters for any Additional Shares shall be
\nreduced by an amount per share equal to any dividends declared by the Company
\nand payable on the Firm Shares but not payable on such Additional Shares. You
\nmay exercise this right on behalf of the Underwriters in whole or from time to
\ntime in part by giving written notice not later than 30 days after the date of
\nthe Prospectus. Any exercise notice shall specify the number of Additional
\nShares to be purchased by the Underwriters and the date on which such shares are
\nto be purchased. Each purchase date must be at least one business day after the
\nwritten notice is given and may not be earlier than the closing date for the
\nFirm Shares nor later than ten business days after the date of such notice.
\nAdditional Shares may be purchased as provided in Section 4 hereof solely for
\nthe purpose of covering over-allotments made in connection with the offering of
\nthe Firm Shares. On each day, if any, that Additional Shares are to be purchased
\n(an “Option Closing Date<\/strong>“), each Underwriter agrees, severally
\nand not jointly, to purchase the number of Additional Shares (subject to such
\nadjustments to eliminate fractional shares as you may determine) that bears the
\nsame proportion to the total number of Additional Shares to be purchased on such
\nOption Closing Date as the number of Firm Shares set forth in Schedule II hereto
\nopposite the name of such Underwriter bears to the total number of Firm Shares.\n<\/p>\n<\/p>\n

3. Public Offering<\/em>. The Company is advised by you that the
\nUnderwriters propose to make a public offering of their respective portions of
\nthe Shares as soon after the Registration Statement and this Agreement have
\nbecome effective as in your judgment is advisable. The Company is further
\nadvised by you that the Shares are to be offered to the public upon the terms
\nset forth in the Prospectus.<\/p>\n<\/p>\n

4. Payment and Delivery. <\/em>Payment for the Firm Shares shall be made
\nto the Company in Federal or other funds immediately available in New York City
\non the closing date and time set forth in Schedule I hereto, or at such other
\ntime on the same or such other date, not later than the fifth business day<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

thereafter, as may be designated in writing by you. The time and date of such
\npayment are hereinafter referred to as the “Closing Date<\/strong>.”<\/p>\n<\/p>\n

Payment for any Additional Shares shall be made to the Company in Federal or
\nother funds immediately available in New York City on the date specified in the
\ncorresponding notice described in Section 2 or at such other time on the same or
\non such other date, in any event not later than the tenth business day
\nthereafter, as may be designated in writing by you.<\/p>\n<\/p>\n

The Firm Shares and the Additional Shares shall be registered in such names
\nand in such denominations as you shall request in writing not later than one
\nfull business day prior to the Closing Date or the applicable Option Closing
\nDate, as the case may be, for the respective accounts of the several
\nUnderwriters, with any transfer taxes payable in connection with the transfer of
\nthe Shares to the Underwriters duly paid, against payment of the Purchase Price
\ntherefor.<\/p>\n<\/p>\n

5. Conditions to the Underwriters153 Obligations<\/em>. The several
\nobligations of the Underwriters are subject to the following conditions:<\/p>\n<\/p>\n

(a) Subsequent to the execution and delivery of this Agreement and prior to
\nthe Closing Date:<\/p>\n<\/p>\n

(i) there shall not have occurred any downgrading, nor shall any notice have
\nbeen given of any intended or potential downgrading or of any review for a
\npossible change that does not indicate the direction of the possible change, in
\nthe rating accorded any of the securities of the Company or any of its
\nsubsidiaries by any “nationally recognized statistical rating organization,” as
\nsuch term is defined for purposes of Rule 436(g)(2) under the Securities Act;
\nand<\/p>\n<\/p>\n

(ii) there shall not have occurred any change, or any development involving a
\nprospective change, in the condition, financial or otherwise, or in the
\nearnings, business, management or operations of the Company and its
\nsubsidiaries, taken as a whole, from that set forth in the Time of Sale
\nProspectus as of the date of this Agreement that, in your judgment, is material
\nand adverse and that makes it, in your judgment, impracticable to market the
\nShares on the terms and in the manner contemplated in the Time of Sale
\nProspectus.<\/p>\n<\/p>\n

(b) The Underwriters shall have received on the Closing Date a certificate,
\ndated the Closing Date and signed by an executive officer of the Company, to the
\neffect set forth in Section 5(a)(i) above and to the effect that the
\nrepresentations and warranties of the Company contained in this Agreement are\n<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

true and correct as of the Closing Date and that the Company has complied
\nwith all of the agreements and satisfied all of the conditions on its part to be
\nperformed or satisfied hereunder on or before the Closing Date.<\/p>\n<\/p>\n

The officer signing and delivering such certificate may rely upon the best of
\nhis or her knowledge as to proceedings threatened.<\/p>\n<\/p>\n

(c) The Underwriters shall have received on the Closing Date an opinion of
\nSquires, Sanders & Dempsey (US) LLP, outside counsel for the Company, dated
\nthe Closing Date, to the effect that:<\/p>\n<\/p>\n

(i) the Company has been duly incorporated and is validly existing as a
\ncorporation in good standing under the laws of the State of Ohio, with power and
\nauthority (corporate and other) to own, lease and operate its properties and
\nconduct its business as described in each of the Registration Statement, the
\nProspectus and the Time of Sale Prospectus;<\/p>\n<\/p>\n

(ii) the Shares conform in all material respects to the descriptions thereof
\ncontained in each of the Registration Statement, the Prospectus and the Time of
\nSale Prospectus;<\/p>\n<\/p>\n

(iii) the Shares have been duly authorized and, when issued and delivered in
\naccordance with the terms of this Agreement, will be validly issued, fully paid
\nand non-assessable, and the issuance of such Shares will not be subject to any
\npreemptive or similar rights arising by operation of the Company153s articles of
\nincorporation, code of regulations or the General Corporation Laws of the State
\nof Ohio, or to such counsel153s knowledge, otherwise;<\/p>\n<\/p>\n

(iv) this Agreement has been duly authorized, executed and delivered by the
\nCompany;<\/p>\n<\/p>\n

(v) the execution and delivery by the Company of, and the performance by the
\nCompany of its obligations under, this Agreement, the issuance of the Shares,
\nthe compliance by the Company with all of the provisions of this Agreement, and
\nthe consummation of the transactions contemplated herein, will not result in any
\nviolation of the provisions of the articles of incorporation or code of
\nregulations of the Company or the charter or by-laws of any of its subsidiaries,
\nor result in any violation of any statute or any order, rule or regulation known
\nto such counsel of any court or governmental agency or body having jurisdiction
\nover the Company or any of its subsidiaries or their properties;<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

(vi) no consent, approval, authorization, order, registration or
\nqualification of or with any such court or governmental agency or body is
\nrequired for the issue and sale of the Shares or the consummation by the Company
\nof the transactions contemplated by this Agreement, except such as have been
\nobtained under the Securities Act and such consents, approvals, authorizations,
\nregistrations or qualifications as may be required under state securities or
\nBlue Sky laws in connection with the purchase and distribution of the Shares;\n<\/p>\n<\/p>\n

(vii) the statements relating to legal matters, documents or proceedings
\nincluded in (A) the Prospectus under the captions “Description of Capital Stock”
\nand “Certain ERISA Considerations” and (B) the Prospectus under the caption
\n“Underwriting”, in each case fairly summarize in all material respects such
\nmatters, documents or proceedings;<\/p>\n<\/p>\n

(viii) the Company is not, and after giving effect to the offering and sale
\nof the Shares and the application of the proceeds thereof as described in the
\nTime of Sale Prospectus will not be, required to register as an “investment
\ncompany” as such term is defined in the Investment Company Act of 1940, as
\namended; and<\/p>\n<\/p>\n

(ix) (A) in the opinion of such counsel (1) each document filed pursuant to
\nthe Exchange Act and incorporated by reference in the Time of Sale Prospectus or
\nthe Prospectus (except for the financial statements and financial schedules and
\nother financial and statistical data included therein, as to which such counsel
\nneed not express any opinion) appeared on its face to be appropriately
\nresponsive as of its filing date in all material respects to the requirements of
\nthe Exchange Act and the applicable rules and regulations of the Commission
\nthereunder, and (2) the Registration Statement and the Prospectus (except for
\nthe financial statements and financial schedules and other financial and
\nstatistical data included therein as to which such counsel need not express any
\nopinion) appear on their face to be appropriately responsive in all material
\nrespects to the requirements of the Securities Act and the applicable rules and
\nregulations of the Commission thereunder, and (B) nothing has come to the
\nattention of such counsel that causes such counsel to believe that (1) any part
\nof the Registration Statement, when such part became effective, (except for the
\nfinancial statements and financial schedules and other financial and statistical
\ndata included therein as to which such counsel need not express any belief)
\ncontained any untrue statement of a material fact or omitted to state a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading, (2) the Registration Statement or the<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

Prospectus (except for the financial statements and financial schedules and
\nother financial and statistical data included therein as to which such counsel
\nneed not express any belief) on the date of this Agreement contained any untrue
\nstatement of a material fact or omitted to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading, (3)
\nthe Time of Sale Prospectus (except for the financial statements and financial
\nschedules and other financial and statistical data included therein, as to which
\nsuch counsel need not express any belief) as of the date of this Agreement or as
\namended or supplemented, if applicable, as of the Closing Date contained or
\ncontains any untrue statement of a material fact or omitted or omits to state a
\nmaterial fact necessary in order to make the statements therein, in the light of
\nthe circumstances under which they were made not misleading or (4) the
\nProspectus (except for the financial statements and financial schedules and
\nother financial and statistical data included therein, as to which such counsel
\nneed not express any belief) as amended or supplemented, if applicable, as of
\nthe Closing Date contains any untrue statement of a material fact or omits to
\nstate a material fact necessary in order to make the statements therein, in the
\nlight of the circumstances under which they were made not misleading.<\/p>\n<\/p>\n

(d) The Underwriters shall have received on the Closing Date an opinion of
\nSquire, Sanders & Dempsey (US) LLP, tax counsel for the Company, dated such
\ndate, to the effect that such firm confirms that the statements set forth in the
\nProspectus under the caption “Certain U.S. Income Tax Consequences to Non-U.S.
\nHolders of Common Shares”, insofar as they purport to constitute a summary of
\nmatters of U.S. federal income tax law, constitute an accurate summary of the
\nmatters set forth in all material respects.<\/p>\n<\/p>\n

(e) The Underwriters shall have received on the Closing Date an opinion of
\nMolly Z. Brown, Esq., Vice President and Senior Counsel of the Company, dated
\nsuch date, to the effect that:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

the Shares will not be subject to any preemptive or similar rights;<\/p>\n<\/td>\n<\/tr>\n

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

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

the shares of Common Stock outstanding prior to the issuance of the Shares
\nhave been duly authorized and are validly issued, fully paid and non-assessable;\n<\/p>\n<\/td>\n<\/tr>\n

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

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

the execution and delivery by the Company of, and the performance by the
\nCompany of its obligations under, this Agreement, the issuance of the Shares,
\nthe compliance by the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n

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

Company with all of the provisions of this Agreement, and the consummation of
\nthe transactions contemplated herein, will not conflict with or result in a
\nbreach or violation of any terms or provisions of, or constitute a default
\nunder, any indenture, mortgage, deed of trust, loan agreement, or other
\nagreement or instrument known to such counsel to which the Company or any of its
\nsubsidiaries is bound or to which any of the property or assets of the Company
\nor any of its subsidiaries is subject; and<\/p>\n<\/td>\n<\/tr>\n

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

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

there is no pending or, to the knowledge of such counsel, threatened action,
\nsuit or proceeding by or before any court or governmental agency, authority or
\nbody or any arbitrator involving the Company or any of its subsidiaries or its
\nor their property, of a character required to be disclosed in the Registration
\nStatement or the Prospectus which is not adequately disclosed, and there is no
\nstatute, regulation, franchise, contract or other document of a character
\nrequired to be described in the Registration Statement or Prospectus, or to be
\nfiled as an exhibit thereto, which is not described or filed as required.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(f) The Underwriters shall have received on the Closing Date an opinion of
\nSullivan & Cromwell LLP, counsel for the Underwriters, dated the Closing
\nDate, such opinion or opinions, with respect to the incorporation of the
\nCompany, the validity of the Shares, the Registration Statement, the Prospectus
\nand the Time of Sale Prospectus as well as such other related matters as the
\nUnderwriters may reasonably request, and such counsel shall have received such
\npapers and information as they may reasonably request to enable them to pass
\nupon such matters.<\/p>\n

The opinions described in Sections 5(c) and 5(d) above shall be rendered to
\nthe Underwriters at the request of the Company and shall so state therein.<\/p>\n

(g) The Underwriters shall have received, on each of the date hereof and the
\nClosing Date, a letter dated the date hereof or the Closing Date, as the case
\nmay be, in form and substance satisfactory to the Underwriters, from Ernst &
\nYoung LLP, independent public accountants, containing statements and information
\nof the type ordinarily included in accountants153 “comfort letters” to
\nunderwriters with respect to the financial statements and certain financial
\ninformation contained in the Registration Statement, the Time of Sale Prospectus
\nand the Prospectus; provided<\/em> that the letter delivered on the Closing
\nDate shall use a “cut-off date” not earlier than the date hereof.<\/p>\n

16<\/p>\n

\n

(h) The “lock-up” agreements, each substantially in the form of Exhibit A
\nhereto, between you and certain shareholders, officers and directors of the
\nCompany relating to sales and certain other dispositions of shares of Common
\nStock or certain other securities, delivered to you on or before the date
\nhereof, shall be in full force and effect on the Closing Date.<\/p>\n

The several obligations of the Underwriters to purchase Additional Shares
\nhereunder are subject to the delivery to you on the applicable Option Closing
\nDate of such documents as you may reasonably request with respect to the good
\nstanding of the Company, the due authorization and issuance of the Additional
\nShares to be sold on such Option Closing Date and other matters related to the
\nissuance of such Additional Shares.<\/p>\n

6. Covenants of the Company<\/em>. The Company covenants with each
\nUnderwriter as follows:<\/p>\n

(a) To furnish to you, without charge, a signed copy of the Registration
\nStatement (including exhibits thereto and documents incorporated by reference
\ntherein) and to deliver to each of the Underwriters during the period mentioned
\nin Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus,
\nthe Prospectus, any documents incorporated by reference therein and any
\nsupplements and amendments thereto or to the Registration Statement as you may
\nreasonably request.<\/p>\n

(b) Before amending or supplementing the Registration Statement, the Time of
\nSale Prospectus or the Prospectus, to furnish to you a copy of each such
\nproposed amendment or supplement and not to file any such proposed amendment or
\nsupplement to which you reasonably object.<\/p>\n

(c) To furnish to you a copy of each proposed free writing prospectus to be
\nprepared by or on behalf of, used by, or referred to by the Company and not to
\nuse or refer to any proposed free writing prospectus to which you reasonably
\nobject.<\/p>\n

(d) Not to take any action that would result in an Underwriter or the Company
\nbeing required to file with the Commission pursuant to Rule 433(d) under the
\nSecurities Act a free writing prospectus prepared by or on behalf of the
\nUnderwriter that the Underwriter otherwise would not have been required to file
\nthereunder.<\/p>\n

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the
\nShares at a time when the Prospectus is not yet available to prospective
\npurchasers and any event shall occur or condition exist as a result of which it
\nis<\/p>\n

17<\/p>\n

\n

necessary to amend or supplement the Time of Sale Prospectus in order to make
\nthe statements therein, in the light of the circumstances, not misleading, or if
\nany event shall occur or condition exist as a result of which the Time of Sale
\nProspectus conflicts with the information contained in the Registration
\nStatement then on file, or if, in the opinion of counsel for the Underwriters,
\nit is necessary to amend or supplement the Time of Sale Prospectus to comply
\nwith applicable law, forthwith to prepare, file with the Commission and furnish,
\nat its own expense, to the Underwriters and to any dealer upon request, either
\namendments or supplements to the Time of Sale Prospectus so that the statements
\nin the Time of Sale Prospectus as so amended or supplemented will not, in the
\nlight of the circumstances when the Time of Sale Prospectus is delivered to a
\nprospective purchaser, be misleading or so that the Time of Sale Prospectus, as
\namended or supplemented, will no longer conflict with the Registration
\nStatement, or so that the Time of Sale Prospectus, as amended or supplemented,
\nwill comply with applicable law.<\/p>\n

(f) If, during such period after the first date of the public offering of the
\nShares as in the opinion of counsel for the Underwriters the Prospectus (or in
\nlieu thereof the notice referred to in Rule 173(a) of the Securities Act) is
\nrequired by law to be delivered in connection with sales by an Underwriter or
\ndealer, any event shall occur or condition exist as a result of which it is
\nnecessary to amend or supplement the Prospectus in order to make the statements
\ntherein, in the light of the circumstances when the Prospectus (or in lieu
\nthereof the notice referred to in Rule 173(a) of the Securities Act) is
\ndelivered to a purchaser, not misleading, or if, in the opinion of counsel for
\nthe Underwriters, it is necessary to amend or supplement the Prospectus to
\ncomply with applicable law, forthwith to prepare, file with the Commission and
\nfurnish, at its own expense, to the Underwriters and to the dealers (whose names
\nand addresses you will furnish to the Company) to which Shares may have been
\nsold by you on behalf of the Underwriters and to any other dealers upon request,
\neither amendments or supplements to the Prospectus so that the statements in the
\nProspectus as so amended or supplemented will not, in the light of the
\ncircumstances when the Prospectus (or in lieu thereof the notice referred to in
\nRule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or
\nso that the Prospectus, as amended or supplemented, will comply with applicable
\nlaw.<\/p>\n

(g) To endeavor to qualify the Shares for offer and sale under the securities
\nor Blue Sky laws of such jurisdictions as you shall reasonably request.<\/p>\n

(h) To make generally available to the Company153s security holders and to you
\nas soon as practicable an earning statement covering a period of at least twelve
\nmonths beginning with the first fiscal quarter of the Company occurring after
\nthe date of this Agreement which shall satisfy the provisions of<\/p>\n

18<\/p>\n

\n

Section 11(a) of the Securities Act and the rules and regulations of the
\nCommission thereunder.<\/p>\n

(i) Whether or not the transactions contemplated in this Agreement are
\nconsummated or this Agreement is terminated, to pay or cause to be paid all
\nexpenses incident to the performance of its obligations under this Agreement,
\nincluding: (i) the fees, disbursements and expenses of the Company153s counsel and
\nthe Company153s accountants in connection with the registration and delivery of
\nthe Shares under the Securities Act and all other fees or expenses in connection
\nwith the preparation and filing of the Registration Statement, any preliminary
\nprospectus, the Time of Sale Prospectus, the Prospectus, any free writing
\nprospectus prepared by or on behalf of, used by, or referred to by the Company
\nand amendments and supplements to any of the foregoing, including the filing
\nfees payable to the Commission relating to the Shares (within the time required
\nby Rule 456(b)(1), if applicable), all printing costs associated therewith, and
\nthe mailing and delivering of copies thereof to the Underwriters and dealers, in
\nthe quantities hereinabove specified, (ii) all costs and expenses related to the
\ntransfer and delivery of the Shares to the Underwriters, including any transfer
\nor other taxes payable thereon, (iii) the cost of printing or producing any Blue
\nSky or Legal Investment memorandum in connection with the offer and sale of the
\nShares under state securities laws and all expenses in connection with the
\nqualification of the Shares for offer and sale under state securities laws as
\nprovided in Section 6(g) hereof, including filing fees and the reasonable fees
\nand disbursements of counsel for the Underwriters in connection with such
\nqualification and in connection with the Blue Sky or Legal Investment
\nmemorandum, (iv) all filing fees and the reasonable fees and disbursements of
\ncounsel to the Underwriters incurred in connection with the review and
\nqualification of the offering of the Shares by the Financial Industry Regulatory
\nAuthority, (v) all costs and expenses incident to listing the Shares on the New
\nYork Stock Exchange, (vi) the cost of printing certificates representing the
\nShares, (vii) the costs and charges of any transfer agent, registrar or
\ndepositary, (viii) the costs and expenses of the Company relating to investor
\npresentations on any “road show” undertaken in connection with the marketing of
\nthe offering of the Shares, including, without limitation, expenses associated
\nwith the preparation or dissemination of any electronic road show, expenses
\nassociated with the production of road show slides and graphics, fees and
\nexpenses of any consultants engaged in connection with the road show
\npresentations with the prior approval of the Company, travel and lodging
\nexpenses of the representatives and officers of the Company and any such
\nconsultants, and the cost of any aircraft chartered in connection with the road
\nshow, (ix) the document production charges and expenses associated with printing
\nthis Agreement and (x) all other costs and expenses incident to the performance
\nof the obligations of the Company hereunder for which provision is not otherwise
\nmade in this Section. It is<\/p>\n

19<\/p>\n

\n

understood, however, that except as provided in this Section, Section 8
\nentitled “Indemnity and Contribution” and the last paragraph of Section 10
\nbelow, the Underwriters will pay all of their costs and expenses, including fees
\nand disbursements of their counsel, stock transfer taxes payable on resale of
\nany of the Shares by them and any advertising expenses connected with any offers
\nthey may make.<\/p>\n

(j) If the third anniversary of the initial effective date of the
\nRegistration Statement occurs before all the Shares have been sold by the
\nUnderwriters, prior to the third anniversary to file a new shelf registration
\nstatement and to take any other action necessary to permit the public offering
\nof the Shares to continue without interruption; references herein to the
\nRegistration Statement shall include the new registration statement declared
\neffective by the Commission;<\/p>\n

(k) To prepare a final term sheet relating to the offering of the Shares,
\ncontaining only information that describes the final terms of the offering in a
\nform consented to by the Managers, and to file such final term sheet within the
\nperiod required by Rule 433(d)(5)(ii) under the Securities Act following the
\ndate the final terms have been established for the offering of the Shares.<\/p>\n

The Company also covenants with each Underwriter that, without the prior
\nwritten consent of the Managers identified in Schedule I with authorization to
\nrelease the lock-up on behalf of the Underwriters, it will not, during the
\nrestricted period set forth in Schedule I hereto, (1) offer, pledge, sell,
\ncontract to sell, sell any option or contract to purchase, purchase any option
\nor contract to sell, grant any option, right or warrant to purchase, lend, or
\notherwise transfer or dispose of, directly or indirectly, any shares of Common
\nStock or any securities convertible into or exercisable or exchangeable for
\nCommon Stock, or (2) enter into any swap or other arrangement that transfers to
\nanother, in whole or in part, any of the economic consequences of ownership of
\nthe Common Stock, whether any such transaction described in clause (1) or (2)
\nabove is to be settled by delivery of Common Stock or such other securities, in
\ncash or otherwise or (3) file any registration statement with the Commission
\nrelating to the offering of any shares of Common Stock or any securities
\nconvertible into or exercisable or exchangeable for Common Stock. The foregoing
\nsentence shall not apply to (a) the Shares to be sold hereunder, (b) the
\nissuance by the Company of shares of Common Stock upon the exercise of an option
\nor warrant or the conversion of a security outstanding on the date hereof of
\nwhich the Underwriters have been advised in writing, or (c) the establishment of
\na trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer
\nof shares of Common Stock, provided <\/em>that such plan does not provide for
\nthe transfer of Common Stock during the 90-day restricted period and no public
\nannouncement or filing under the<\/p>\n

20<\/p>\n

\n

Exchange Act regarding the establishment of such plan shall be required of or
\nvoluntarily made by or on behalf of the undersigned or the Company.<\/p>\n

7. Covenants of the Underwriters<\/em>. Each Underwriter severally
\ncovenants with the Company not to take any action that would result in the
\nCompany being required to file with the Commission under Rule 433(d) a free
\nwriting prospectus prepared by or on behalf of such Underwriter that otherwise
\nwould not be required to be filed by the Company thereunder, but for the action
\nof the Underwriter.<\/p>\n

8. Indemnity and Contribution. <\/em>(a) The Company agrees to indemnify
\nand hold harmless each Underwriter, each person, if any, who controls any
\nUnderwriter within the meaning of either Section 15 of the Securities Act or
\nSection 20 of the Exchange Act and each affiliate of any Underwriter within the
\nmeaning of Rule 405 under the Securities Act from and against any and all
\nlosses, claims, damages and liabilities (including, without limitation, any
\nlegal or other expenses reasonably incurred in connection with defending or
\ninvestigating any such action or claim) caused by any untrue statement or
\nalleged untrue statement of a material fact contained in the Registration
\nStatement or any amendment thereof, any preliminary prospectus, the Time of Sale
\nProspectus, any issuer free writing prospectus as defined in Rule 433(h) under
\nthe Securities Act, any Company information that the Company has filed, or is
\nrequired to file, pursuant to Rule 433(d) under the Securities Act, or the
\nProspectus or any amendment or supplement thereto, or caused by any omission or
\nalleged omission to state therein a material fact required to be stated therein
\nor necessary to make the statements therein not misleading, except insofar as
\nsuch losses, claims, damages or liabilities are caused by any such untrue
\nstatement or omission or alleged untrue statement or omission based upon
\ninformation relating to any Underwriter furnished to the Company in writing by
\nsuch Underwriter through you expressly for use therein.<\/p>\n

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold
\nharmless the Company, its directors, its officers who sign the Registration
\nStatement and each person, if any, who controls the Company within the meaning
\nof either Section 15 of the Securities Act or Section 20 of the Exchange Act to
\nthe same extent as the foregoing indemnity from the Company to such Underwriter,
\nbut only with reference to information relating to such Underwriter furnished to
\nthe Company in writing by such Underwriter through you expressly for use in the
\nRegistration Statement, any preliminary prospectus, the Time of Sale Prospectus,
\nany issuer free writing prospectus or the Prospectus or any amendment or
\nsupplement thereto.<\/p>\n

21<\/p>\n

\n

(c) In case any proceeding (including any governmental investigation) shall
\nbe instituted involving any person in respect of which indemnity may be sought
\npursuant to Section 8(a) or 8(b), such person (the “indemnified
\nparty<\/strong>“) shall promptly notify the person against whom such indemnity
\nmay be sought (the “indemnifying party<\/strong>“) in writing and the
\nindemnifying party, upon request of the indemnified party, shall retain counsel
\nreasonably satisfactory to the indemnified party to represent the indemnified
\nparty and any others the indemnifying party may designate in such proceeding and
\nshall pay the fees and disbursements of such counsel related to such proceeding.
\nIn any such proceeding, any indemnified party shall have the right to retain its
\nown counsel, but the fees and expenses of such counsel shall be at the expense
\nof such indemnified party unless (i) the indemnifying party and the indemnified
\nparty shall have mutually agreed to the retention of such counsel or (ii) the
\nnamed parties to any such proceeding (including any impleaded parties) include
\nboth the indemnifying party and the indemnified party and representation of both
\nparties by the same counsel would be inappropriate due to actual or potential
\ndiffering interests between them. It is understood that the indemnifying party
\nshall not, in respect of the legal expenses of any indemnified party in
\nconnection with any proceeding or related proceedings in the same jurisdiction,
\nbe liable for the fees and expenses of more than one separate firm (in addition
\nto any local counsel) for all such indemnified parties and that all such fees
\nand expenses shall be reimbursed as they are incurred. Such firm shall be
\ndesignated in writing by the Managers authorized to appoint counsel under this
\nSection set forth in Schedule I hereto, in the case of parties indemnified
\npursuant to Section 8(a), and by the Company, in the case of parties indemnified
\npursuant to Section 8(b). The indemnifying party shall not be liable for any
\nsettlement of any proceeding effected without its written consent, but if
\nsettled with such consent or if there be a final judgment for the plaintiff, the
\nindemnifying party agrees to indemnify the indemnified party from and against
\nany loss or liability by reason of such settlement or judgment. Notwithstanding
\nthe foregoing sentence, if at any time an indemnified party shall have requested
\nan indemnifying party to reimburse the indemnified party for fees and expenses
\nof counsel as contemplated by the second and third sentences of this paragraph,
\nthe indemnifying party agrees that it shall be liable for any settlement of any
\nproceeding effected without its written consent if (i) such settlement is
\nentered into more than 30 days after receipt by such indemnifying party of the
\naforesaid request and (ii) such indemnifying party shall not have reimbursed the
\nindemnified party in accordance with such request prior to the date of such
\nsettlement. No indemnifying party shall, without the prior written consent of
\nthe indemnified party, effect any settlement of any pending or threatened
\nproceeding in respect of which any indemnified party is or could have been a
\nparty and indemnity could have been sought hereunder by such indemnified party,
\nunless<\/p>\n

22<\/p>\n

\n

such settlement includes an unconditional release of such indemnified party
\nfrom all liability on claims that are the subject matter of such proceeding.\n<\/p>\n

(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is
\nunavailable to an indemnified party or insufficient in respect of any losses,
\nclaims, damages or liabilities referred to therein, then each indemnifying party
\nunder such paragraph, in lieu of indemnifying such indemnified party thereunder,
\nshall contribute to the amount paid or payable by such indemnified party as a
\nresult of such losses, claims, damages or liabilities (i) in such proportion as
\nis appropriate to reflect the relative benefits received by the Company on the
\none hand and the Underwriters on the other hand from the offering of the Shares
\nor (ii) if the allocation provided by clause 8(d)(i) above is not permitted by
\napplicable law, in such proportion as is appropriate to reflect not only the
\nrelative benefits referred to in clause 8(d)(i) above but also the relative
\nfault of the Company on the one hand and of the Underwriters on the other hand
\nin connection with the statements or omissions that resulted in such losses,
\nclaims, damages or liabilities, as well as any other relevant equitable
\nconsiderations. The relative benefits received by the Company on the one hand
\nand the Underwriters on the other hand in connection with the offering of the
\nShares shall be deemed to be in the same respective proportions as the net
\nproceeds from the offering of the Shares (before deducting expenses) received by
\nthe Company and the total underwriting discounts and commissions received by the
\nUnderwriters bear to the aggregate initial public offering price of the Shares
\nset forth in the Prospectus. The relative fault of the Company on the one hand
\nand the Underwriters on the other hand shall be determined by reference to,
\namong other things, whether the untrue or alleged untrue statement of a material
\nfact or the omission or alleged omission to state a material fact relates to
\ninformation supplied by the Company or by the Underwriters and the parties153
\nrelative intent, knowledge, access to information and opportunity to correct or
\nprevent such statement or omission. The Underwriters153 respective obligations to
\ncontribute pursuant to this Section 8 are several in proportion to the
\nrespective number of Shares they have purchased hereunder, and not joint.<\/p>\n

(e) The Company and the Underwriters agree that it would not be just or
\nequitable if contribution pursuant to this Section 8 were determined by pro
\nrata <\/em>allocation (even if the Underwriters were treated as one entity for
\nsuch purpose) or by any other method of allocation that does not take account of
\nthe equitable considerations referred to in Section 8(d). The amount paid or
\npayable by an indemnified party as a result of the losses, claims, damages and
\nliabilities referred to in Section 8(d) shall be deemed to include, subject to
\nthe limitations set forth above, any legal or other expenses reasonably incurred
\nby such indemnified party in connection with investigating or defending any such
\naction or claim. Notwithstanding the provisions of this Section 8, no
\nUnderwriter shall be required<\/p>\n

23<\/p>\n

\n

to contribute any amount in excess of the amount by which the total price at
\nwhich the Shares underwritten by it and distributed to the public were offered
\nto the public exceeds the amount of any damages that such Underwriter has
\notherwise been required to pay by reason of such untrue or alleged untrue
\nstatement or omission or alleged omission. No person guilty of fraudulent
\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)
\nshall be entitled to contribution from any person who was not guilty of such
\nfraudulent misrepresentation. The remedies provided for in this Section 8 are
\nnot exclusive and shall not limit any rights or remedies which may otherwise be
\navailable to any indemnified party at law or in equity.<\/p>\n

(f) The indemnity and contribution provisions contained in this Section 8 and
\nthe representations, warranties and other statements of the Company contained in
\nthis Agreement shall remain operative and in full force and effect regardless of
\n(i) any termination of this Agreement, (ii) any investigation made by or on
\nbehalf of any Underwriter, any person controlling any Underwriter or any
\naffiliate of any Underwriter or by or on behalf of the Company, its officers or
\ndirectors or any person controlling the Company and (iii) acceptance of and
\npayment for any of the Shares.<\/p>\n

9. Termination<\/em>. The Underwriters may terminate this Agreement by
\nnotice given by you to the Company, if after the execution and delivery of this
\nAgreement and prior to the Closing Date (i) trading generally shall have been
\nsuspended or materially limited on, or by, as the case may be, any of the New
\nYork Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, the
\nChicago Board of Options Exchange, the Chicago Mercantile Exchange or the
\nChicago Board of Trade, (ii) trading of any securities of the Company shall have
\nbeen suspended on any exchange or in any over-the-counter market, (iii) a
\nmaterial disruption in securities settlement, payment or clearance services in
\nthe United States shall have occurred, (iv) any moratorium on commercial banking
\nactivities shall have been declared by Federal or New York State authorities or
\n(v) there shall have occurred any outbreak or escalation of hostilities, or any
\nchange in financial markets or any calamity or crisis that, in your judgment, is
\nmaterial and adverse and which, singly or together with any other event
\nspecified in this clause (v), makes it, in your judgment, impracticable or
\ninadvisable to proceed with the offer, sale or delivery of the Shares on the
\nterms and in the manner contemplated in the Time of Sale Prospectus or the
\nProspectus.<\/p>\n

10. Effectiveness; Defaulting Underwriters<\/em>. This Agreement shall
\nbecome effective upon the execution and delivery hereof by the parties hereto.\n<\/p>\n

24<\/p>\n

\n

If, on the Closing Date or an Option Closing Date, as the case may be, any
\none or more of the Underwriters shall fail or refuse to purchase Shares that it
\nhas or they have agreed to purchase hereunder on such date, and the aggregate
\nnumber of Shares which such defaulting Underwriter or Underwriters agreed but
\nfailed or refused to purchase is not more than one-tenth of the aggregate number
\nof the Shares to be purchased on such date, the other Underwriters shall be
\nobligated severally in the proportions that the number of Firm Shares set forth
\nopposite their respective names in Schedule I bears to the aggregate number of
\nFirm Shares set forth opposite the names of all such non-defaulting
\nUnderwriters, or in such other proportions as you may specify, to purchase the
\nShares which such defaulting Underwriter or Underwriters agreed but failed or
\nrefused to purchase on such date; provided <\/em>that in no event shall the
\nnumber of Shares that any Underwriter has agreed to purchase pursuant to this
\nAgreement be increased pursuant to this Section 10 by an amount in excess of
\none-ninth of such number of Shares without the written consent of such
\nUnderwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail
\nor refuse to purchase Firm Shares and the aggregate number of Firm Shares with
\nrespect to which such default occurs is more than one-tenth of the aggregate
\nnumber of Firm Shares to be purchased on such date, and arrangements
\nsatisfactory to you and the Company for the purchase of such Firm Shares are not
\nmade within 36 hours after such default, this Agreement shall terminate without
\nliability on the part of any non-defaulting Underwriter or the Company. In any
\nsuch case either you or the Company shall have the right to postpone the Closing
\nDate, but in no event for longer than seven days, in order that the required
\nchanges, if any, in the Registration Statement, in the Time of Sale Prospectus,
\nin the Prospectus or in any other documents or arrangements may be effected. If,
\non an Option Closing Date, any Underwriter or Underwriters shall fail or refuse
\nto purchase Additional Shares and the aggregate number of Additional Shares with
\nrespect to which such default occurs is more than one-tenth of the aggregate
\nnumber of Additional Shares to be purchased on such Option Closing Date, the
\nnon-defaulting Underwriters shall have the option to (i) terminate their
\nobligation hereunder to purchase the Additional Shares to be sold on such Option
\nClosing Date or (ii) purchase not less than the number of Additional Shares that
\nsuch non-defaulting Underwriters would have been obligated to purchase in the
\nabsence of such default. Any action taken under this paragraph shall not relieve
\nany defaulting Underwriter from liability in respect of any default of such
\nUnderwriter under this Agreement.<\/p>\n

If this Agreement shall be terminated by the Underwriters, or any of them,
\nbecause of any failure or refusal on the part of the Company to comply with the
\nterms or to fulfill any of the conditions of this Agreement, or if for any
\nreason the Company shall be unable to perform its obligations under this
\nAgreement, the Company will reimburse the Underwriters or such Underwriters as
\nhave so terminated this Agreement with respect to themselves, severally, for all\n<\/p>\n

25<\/p>\n

\n

out-of-pocket expenses (including the fees and disbursements of their
\ncounsel) reasonably incurred by such Underwriters in connection with this
\nAgreement or the offering contemplated hereunder.<\/p>\n

11. Entire Agreement<\/em>. (a) This Agreement, together with any
\ncontemporaneous written agreements and any prior written agreements (to the
\nextent not superseded by this Agreement) that relate to the offering of the
\nShares, represents the entire agreement between the Company and the Underwriters
\nwith respect to the preparation of any preliminary prospectus, the Time of Sale
\nProspectus, the Prospectus, the conduct of the offering, and the purchase and
\nsale of the Shares.<\/p>\n

(b) The Company acknowledges that in connection with the offering of the
\nShares: (i) the Underwriters have acted at arms length, are not agents of, and
\nowe no fiduciary duties to, the Company or any other person, (ii) the
\nUnderwriters owe the Company only those duties and obligations set forth in this
\nAgreement and prior written agreements (to the extent not superseded by this
\nAgreement), if any, and (iii) the Underwriters may have interests that differ
\nfrom those of the Company. The Company waives to the full extent permitted by
\napplicable law any claims it may have against the Underwriters arising from an
\nalleged breach of fiduciary duty in connection with the offering of the Shares.\n<\/p>\n

12. Counterparts<\/em>. This Agreement may be signed in two or more
\ncounterparts, each of which shall be an original, with the same effect as if the
\nsignatures thereto and hereto were upon the same instrument.<\/p>\n

13. Applicable Law<\/em>. This Agreement shall be governed by and
\nconstrued in accordance with the internal laws of the State of New York.<\/p>\n

14. Headings<\/em>. The headings of the sections of this Agreement have
\nbeen inserted for convenience of reference only and shall not be deemed a part
\nof this Agreement.<\/p>\n

15. Notices. <\/em>All communications hereunder shall be in writing and
\neffective only upon receipt and if to the Underwriters shall be delivered,
\nmailed or sent to you at the address set forth in Schedule I hereto; and if to
\nthe Company shall be delivered, mailed or sent to the address set forth in
\nSchedule I hereto.<\/p>\n

[Next page is signature page<\/em>]<\/strong><\/p>\n

26<\/p>\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

Very truly yours,<\/p>\n

KeyCorp<\/p>\n<\/td>\n

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

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

\n

\/s\/ Jeffrey B. Weeden<\/p>\n<\/td>\n

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

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

\n

Jeffrey B. Weeden<\/p>\n<\/td>\n

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

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

\n

Chief Financial Officer and Senior Executive Vice President<\/p>\n<\/td>\n

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

Accepted as of the date hereof<\/p>\n

Morgan Stanley & Co. Incorporated
\nJ.P. Morgan Securities LLC<\/p>\n

Acting severally on behalf of themselves
\nand the several Underwriters named
\nin Schedule II hereto.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Morgan Stanley & Co. Incorporated<\/p>\n<\/td>\n

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

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

\n

\/s\/ Sebastiano Visentini<\/p>\n<\/td>\n

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

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

\n

Sebastiano Visentini<\/p>\n<\/td>\n

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

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

\n

Executive Director<\/p>\n<\/td>\n

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

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

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

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

\n

\/s\/ Frank Bruni<\/p>\n<\/td>\n

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

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

\n

Frank Bruni<\/p>\n<\/td>\n

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

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

\n

Executive Director<\/p>\n<\/td>\n

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

27<\/p>\n

\n

SCHEDULE I<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

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

<\/td>\n\n

Morgan Stanley & Co. Incorporated<\/p>\n<\/td>\n<\/tr>\n

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

J.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n

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

Managers authorized to
\nrelease lock-up under Section 7:<\/p>\n<\/td>\n

<\/td>\n\n

Morgan Stanley & Co. Incorporated
\nJ.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n

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

Managers authorized to appoint
\ncounsel under Section 9(c):<\/p>\n<\/td>\n

<\/td>\n\n

Morgan Stanley & Co. Incorporated
\nJ.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n

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

Registration Statement File No.:<\/p>\n<\/td>\n

<\/td>\n\n

333-151608<\/p>\n<\/td>\n<\/tr>\n

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

Time of Sale Prospectus<\/p>\n<\/td>\n

<\/td>\n\n

1. Prospectus dated June 12, 2008 relating<\/p>\n<\/td>\n<\/tr>\n

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

to the Shelf Shares<\/p>\n<\/td>\n<\/tr>\n

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

2. Preliminary Prospectus Supplement dated<\/p>\n<\/td>\n<\/tr>\n

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

March 18, 2011 relating to the Shares<\/p>\n<\/td>\n<\/tr>\n

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

3. Press Release filed on March 18, 2011,<\/p>\n<\/td>\n<\/tr>\n

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

pursuant to Rule 433(d) of the Securities<\/p>\n<\/td>\n<\/tr>\n

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

Act<\/p>\n<\/td>\n<\/tr>\n

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

4. Other pricing information communicated:<\/p>\n<\/td>\n<\/tr>\n

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

<\/strong> Offering Size ($625,000,010)<\/p>\n<\/td>\n<\/tr>\n

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

<\/strong> Number of shares offered (70,621,470)<\/p>\n<\/td>\n<\/tr>\n

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

<\/strong> Over-allotment option (7,062,147 )<\/p>\n<\/td>\n<\/tr>\n

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

<\/strong> Price to public ($8.85 a share)<\/p>\n<\/td>\n<\/tr>\n

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

<\/strong> Trade date (March 18, 2011)<\/p>\n<\/td>\n<\/tr>\n

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

<\/strong> Closing date (March 23, 2011)<\/p>\n<\/td>\n<\/tr>\n

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

<\/strong> Cusip No. (493267108)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I-1<\/p>\n

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

<\/strong> Co-managers (See Schedule II)<\/p>\n<\/td>\n<\/tr>\n

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

Lock-up Restricted Period:<\/p>\n<\/td>\n

<\/td>\n\n

90 days<\/p>\n<\/td>\n<\/tr>\n

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

Title of Shares to be purchased:<\/p>\n<\/td>\n

<\/td>\n\n

Common Shares, Par Value $1.00 Per Share<\/p>\n<\/td>\n<\/tr>\n

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

Number of Firm Shares:<\/p>\n<\/td>\n

<\/td>\n\n

70,621,470<\/p>\n<\/td>\n<\/tr>\n

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

Number of Additional Shares<\/p>\n<\/td>\n

<\/td>\n\n

7,062,147<\/p>\n<\/td>\n<\/tr>\n

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

Purchase Price:<\/p>\n<\/td>\n

<\/td>\n\n

$8.496 a share<\/p>\n<\/td>\n<\/tr>\n

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

Initial Public Offering Price<\/p>\n<\/td>\n

<\/td>\n\n

$8.85 a share<\/p>\n<\/td>\n<\/tr>\n

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

Selling Concession:<\/p>\n<\/td>\n

<\/td>\n\n

$0.21240 a share<\/p>\n<\/td>\n<\/tr>\n

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

Closing Date and Time:<\/p>\n<\/td>\n

<\/td>\n\n

March 23, 2011 10:30 a.m.<\/p>\n<\/td>\n<\/tr>\n

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

Closing Location:<\/p>\n<\/td>\n

<\/td>\n\n

Sullivan & Cromwell LLP<\/p>\n<\/td>\n<\/tr>\n

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

125 Broad Street<\/p>\n<\/td>\n<\/tr>\n

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

New York, NY 10023<\/p>\n<\/td>\n<\/tr>\n

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

Address for Notices to Underwriters:<\/p>\n<\/td>\n

<\/td>\n\n

Morgan Stanley & Co. Incorporated<\/p>\n<\/td>\n<\/tr>\n

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

1585 Broadway<\/p>\n<\/td>\n<\/tr>\n

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

New York, NY 10036<\/p>\n<\/td>\n<\/tr>\n

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

Attention: Equity Syndicate Desk<\/p>\n<\/td>\n<\/tr>\n

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

With a copy to the Legal Department<\/p>\n<\/td>\n<\/tr>\n

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

J.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n

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

383 Madison Avenue<\/p>\n<\/td>\n<\/tr>\n

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

New York, NY 10179<\/p>\n<\/td>\n<\/tr>\n

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

Attention: Equity Syndicate Desk<\/p>\n<\/td>\n<\/tr>\n

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

Fax: 212-622-8358<\/p>\n<\/td>\n<\/tr>\n

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

Address for Notices to the Company:<\/p>\n<\/td>\n

<\/td>\n\n

KeyCorp<\/p>\n<\/td>\n<\/tr>\n

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

127 Public Square<\/p>\n<\/td>\n<\/tr>\n

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

Cleveland, OH 44114<\/p>\n<\/td>\n<\/tr>\n

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

Attention: Molly Brown<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I-2<\/p>\n

\n

SCHEDULE II<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\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<\/td>\n\n

Number of<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Firm<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Shares To<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Be<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Underwriter<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Purchased<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Morgan Stanley & Co. Incorporated<\/p>\n<\/td>\n

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

28,248,589<\/p>\n<\/td>\n

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

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

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

25,776,837<\/p>\n<\/td>\n

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

KeyBanc Capital Markets Inc.<\/p>\n<\/td>\n

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

9,675,141<\/p>\n<\/td>\n

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

Goldman, Sachs & Co.<\/p>\n<\/td>\n

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

2,542,373<\/p>\n<\/td>\n

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

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

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

1,271,186<\/p>\n<\/td>\n

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

UBS Securities LLC<\/p>\n<\/td>\n

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

1,271,186<\/p>\n<\/td>\n

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

Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n

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

1,271,186<\/p>\n<\/td>\n

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

Sandler O153Neill & Partners, L.P.<\/p>\n<\/td>\n

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

282,486<\/p>\n<\/td>\n

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

Keefe, Bruyette & Woods, Inc.<\/p>\n<\/td>\n

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

282,486<\/p>\n<\/td>\n

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

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

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

70,621,470<\/p>\n<\/td>\n

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

II-1<\/p>\n

\n

EXHIBIT A<\/strong><\/p>\n

[FORM OF LOCK-UP LETTER]<\/strong><\/p>\n

[<\/strong>], 2011<\/p>\n

Morgan Stanley & Co. Incorporated
\nJ.P. Morgan Securities LLC
\nc\/o Morgan Stanley & Co. Incorporated
\n1585 Broadway
\nNew York, NY 10036<\/p>\n

Ladies and Gentlemen:<\/p>\n

The undersigned understands that Morgan Stanley & Co. Incorporated
\n(“Morgan Stanley<\/strong>“) and J.P. Morgan Securities LLC
\n(“J.P. Morgan<\/strong>“) propose to enter into an Underwriting Agreement
\n(the “Underwriting Agreement<\/strong>“) with KeyCorp, an Ohio
\ncorporation (the “Company<\/strong>“), providing for the public offering
\n(the “Public Offering<\/strong>“) by the several Underwriters, including
\nMorgan Stanley and J.P. Morgan (the “Underwriters<\/strong>“), of shares
\n(the “Shares<\/strong>“) of the common shares, par value $1.00 per share,
\nof the Company (the “Common Stock<\/strong>“). All capitalized terms used
\nherein and not defined herein are defined as set forth in the Underwriting
\nAgreement.<\/p>\n

In consideration of the agreement by the Underwriters to offer and sell the
\nShares, and of other good and valuable consideration the receipt and sufficiency
\nof which is hereby acknowledged, the undersigned agrees that, during the period
\nbeginning from the date hereof and continuing to and including the date 90 days
\nafter the date of the final Prospectus covering the public offering of the
\nShares (such period, the “Lock-Up Period<\/strong>“), the undersigned
\nwill not offer, sell, contract to sell, pledge, grant any option to purchase,
\nmake any short sale, or otherwise dispose of any Common Stock of the Company, or
\nany options or warrants to purchase any Common Stock of the Company, or any
\nsecurities convertible into, exchangeable for or that represent the right to
\nreceive Common Stock of the Company, whether now owned or hereinafter acquired,
\nowned directly by the undersigned (including holding as a custodian) or with
\nrespect to which the undersigned has beneficial ownership within the rules and
\nregulations of the SEC (collectively the “Undersigned153s
\nShares<\/strong>“).<\/p>\n

The foregoing restriction is expressly agreed to preclude the undersigned
\nfrom engaging in any hedging or other transaction which is designed to or which
\nreasonably could be expected in the undersigned153s judgment to lead to or result
\nin a sale or disposition of the Undersigned153s Shares, even if such shares would
\nbe<\/p>\n

\n

disposed of by someone other than the undersigned. Such prohibited hedging or
\nother transactions would include without limitation any short sale or any
\npurchase, sale or grant of any right (including without limitation any put or
\ncall option) with respect to any of the Undersigned153s Shares or with respect to
\nany security that includes, relates to, or derives any significant part of its
\nvalue from such shares.<\/p>\n

Notwithstanding the foregoing, the undersigned may transfer the Undersigned153s
\nShares (i) as a bona fide <\/em>gift or gifts, provided that the donee or
\ndonees thereof agree to be bound in writing by the restrictions set forth
\nherein, (ii) to any trust for the direct or indirect benefit of the undersigned
\nor the immediate family of the undersigned, provided that the trustee of the
\ntrust agrees to be bound in writing by the restrictions set forth herein, and
\nprovided further that any such transfer shall not involve a disposition for
\nvalue, (iii) to any corporation, limited liability company, limited partnership
\nor general partnership of which all of the equity interest is owned by the
\nundersigned, or the immediate family of the undersigned and\/or one or more
\ntrusts described in clause (ii) above, provided the transferee agrees to be
\nbound in writing by the restrictions set forth herein, (iv) if the transfer of
\nthe Undersigned153s Shares occurs by operation of law, such as rules of intestate
\nsuccession or statutes governing the effects of a merger, (v) as sales of the
\nUndersigned153s Shares to satisfy tax obligations (withholding or otherwise) in
\nconnection with the grant by the Company to the undersigned of equity awards, or
\nthe vesting of equity awards acquired by the undersigned or the distribution to
\nthe undersigned of a deferred equity award, in each case pursuant to equity
\nincentive and deferral plans existing and as in effect on the date of this
\nLock-Up Agreement, (vi) in payment of the exercise price for options to purchase
\nCommon Shares outstanding on the date hereof, to the Company, pursuant to the
\nterms of the Company153s equity incentive and deferral plans, provided that such
\npayment is in connection with options expiring by the terms thereof during the
\nLock-Up Period, or (vii) with the prior written consent of Morgan Stanley and
\nJ.P. Morgan. For purposes of this Lock-Up Agreement, “immediate family” shall
\nmean any relationship by blood, marriage or adoption, not more remote than first
\ncousin. The undersigned now has, and, except as contemplated by this paragraph,
\nfor the duration of this Lock-Up Agreement will have, good and marketable title
\nto the Undersigned153s Shares, free and clear of all liens, encumbrances, and
\nclaims whatsoever except for any such liens, encumbrances and claims existing on
\nthe date of this Lock-Up Agreement. The undersigned also agrees and consents to
\nthe entry of stop transfer instructions with the Company153s transfer agent and
\nregistrar against the transfer of the Undersigned153s Shares except in compliance
\nwith the foregoing restrictions.<\/p>\n

The undersigned understands that the Company and the Underwriters are relying
\nupon this agreement in proceeding toward consummation of the Public Offering.
\nThe undersigned further understands that this agreement is irrevocable<\/p>\n

2<\/p>\n

\n

and shall be binding upon the undersigned153s heirs, legal representatives,
\nsuccessors and assigns.<\/p>\n

It is further understood that, if the Company notifies the Underwriters that
\nit does not intend to proceed with the offering, if the Underwriting Agreement
\ndoes not become effective, or if the Underwriting Agreement (other than the
\nprovisions thereof which survive termination) shall terminate or be terminated
\nprior to payment for and delivery of the Shares, the undersigned will be
\nreleased automatically and immediately from its obligations under this Lock-Up
\nAgreement.<\/p>\n

Whether or not the Public Offering actually occurs depends on a number of
\nfactors, including market conditions. Any Public Offering will only be made
\npursuant to an Underwriting Agreement, the terms of which are subject to
\nnegotiation between the Company and the Underwriters.<\/p>\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

Very truly yours,<\/p>\n<\/td>\n

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

(Name)<\/p>\n<\/td>\n

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

(Address)<\/p>\n<\/td>\n

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

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