EX-4.2






Exhibit 4.2




KEYCORP




Subordinated Medium-Term Notes, Series J




Officers’ Certificate and Company Order




          Pursuant to the Indenture dated as of June 10, 1994 and supplemented as of November 14, 2001,
relating to unsecured and subordinated notes (the “Indenture”) between KeyCorp, an Ohio corporation
(the “Company’), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), and
resolutions adopted by the Company’s Board of Directors on May 15, 2008, this Officers’ Certificate
and Company Order is being delivered to the Trustee to establish the terms of a series of
Securities in accordance with Section 301 of the Indenture, to establish the forms of the
Securities of such series in accordance with Section 201 of the Indenture, and to establish the
procedures for the authentication and delivery of specific Securities from time to time pursuant to
Section 303 of the Indenture. As authorized by the Indenture, this Officers’ Certificate and
Company Order has the same effect as, and is being used in lieu of, a supplemental indenture
thereto.




          All conditions precedent provided for in the Indenture relating to the establishment of (i) a
series of Securities, (ii) the forms of such series of Securities, and (iii) the procedures for the
authentication and delivery of such series of Securities have been complied with.




          Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Indenture.




          A. Establishment of Series pursuant to Section 301 of the Indenture.




          There is hereby established pursuant to Section 301 of the Indenture a series of Securities
which shall have the following terms (the numbered clauses set forth below correspond to the
numbered subsections of Section 301 of the Indenture):




          (1) The Securities of such series shall bear the title “Subordinated Medium-Term Notes, Series
J” (referred to herein as the “Notes”).




          (2) The aggregate principal amount of the Notes of such series to be issued pursuant to this
Officers’ Certificate is unlimited.




          (3) (a) Each Note within such series shall mature on a date 9 months or more from its date of
issue as specified in such Note and in the applicable Pricing Supplement; provided, however, that
no Commercial Paper Rate Note (as defined below) shall mature less than 9 months and 1 day from its
date of issue. Unless otherwise stated in the applicable Pricing Supplement, no Series J Note will
mature less than 5 years from its date of issue. If the Maturity Date or Redemption Date specified
in the applicable Pricing Supplement for any Note is a day




 









 







that is not a Business Day, principal will be paid on the next day that is a Business Day with the
same force and effect as if made on such specified Maturity Date or Redemption Date, as applicable.
With respect to the Notes of this series, unless otherwise defined in the Pricing Supplement, (i)
“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor
a day on which commercial banks are authorized or required by law, regulation or executive order to
close in The City of New York; provided, however, that, with respect to foreign currency notes,
such day is also not a day on which commercial banks are authorized or required by law, regulation
or executive order to close in the principal financial center (as defined) of the country issuing
the specified currency (or, if the specified currency is the euro and for EURIBOR Notes (as defined
below), such day is also a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open, which we refer to as a TARGET business day); provided,
further, that, with respect to notes as to which LIBOR is an applicable interest rate basis, such
day is also a London Business Day; (ii) “London Business Day” means a day on which commercial banks
are open for business (including dealings in the designated LIBOR currency) in London; and (iii)
“principal financial center” means (1) the capital city of the country issuing the specified
currency or (2) the capital city of the country to which the designated LIBOR currency relates, as
applicable, except, in the case of (1) or (2) above, that with respect to United States dollars,
Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss
francs, the “principal financial center” shall be The City of New York and (solely in the case of
the specified currency) Sydney, Toronto, London (solely in the case of the designated LIBOR
currency), Wellington, Johannesburg and Zurich, respectively.




               (b) If specified in the applicable Pricing Supplement Notes that the Notes are “Renewable
Notes”, the Renewable Notes will mature on an interest payment date as specified in the applicable
Pricing Supplement (the “initial maturity date”), unless the maturity of all or any portion of the
principal amount is extended as described below. On the interest payment dates in June and December
each year (unless different interest payment dates are specified in the Pricing Supplement), which
are “election dates”, the maturity of the Renewable Notes will be extended to the interest payment
date occurring 12 months after the election date, unless the holder elects to terminate the
automatic extension of the maturity of the Renewable Notes or any portion having a principal amount
of $1,000 or any multiple of $1,000 in excess thereof. To terminate, notice has to be delivered to
the paying agent not less than nor more than the number of days specified in the applicable Pricing
Supplement prior to the related election date. The option may be exercised with respect to less
than the entire principal amount of the Renewable Notes so long as the principal amount for which
the option is not exercised is at least $1,000 or any larger amount that is an integral multiple of
$1,000. The maturity of the Renewable Notes may not be extended beyond the final maturity date that
is set forth in the applicable Pricing Supplement. If the holder elects to terminate the automatic
extension of the maturity and the election is not revoked, then the portion of the Renewable Note
for which election was made will become due and payable on the interest payment date, unless
another date is set forth in the Pricing Supplement, falling six months after the election date
prior to which the holder made such election. An election to terminate the automatic extension of
maturity may be revoked as to any portion of the Renewable Notes having a principal amount of
$1,000 or any multiple of $1,000 in excess thereof by delivering a notice to the paying agent on
any day following the effective date of the election to terminate the automatic extension and prior
to the date 15 days before the date on which the portion would have matured.



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               (c) If specified in the applicable Pricing Supplement Notes that the Notes are “Extendible
Notes”, the Company has the option to extend the stated maturity of such Extendible Notes for an
extension period. Such an extension period is one or more periods of one to five whole years, up
to but not beyond the final maturity date described in the related Pricing Supplement. The Company
may exercise its option to extend the Extendible Note by notifying the applicable trustee (or any
duly appointed paying agent) at least 50 but not more than 60 days prior to the then effective
maturity date. If the Company elects to extend the Extendible Note, the Trustee (or paying agent)
will mail (at least 40 days prior to the maturity date) to the registered holder of the Extendible
Note a notice (“Extension Notice”) informing the holder of its election, the new maturity date and
any updated terms. Upon the mailing of the Extension Notice, the maturity of such Extendible Note
will be extended automatically as set forth in the Extension Notice. However, the Company may, not
later than 20 days prior to the maturity date of an Extendible Note (or, if such date is not a
Business Day, on the immediately succeeding Business Day), at its option, establish a higher
interest rate, in the case of a Fixed Rate Note, or a higher spread and/or spread multiplier, in
the case of a Floating Rate Note, for the extension period by mailing or causing the Trustee (or
paying agent) to mail notice of such higher interest rate or higher spread and/or spread multiplier
to the holder of the Extendible Note. The notice will be irrevocable. If the Company elects to
extend the maturity of an Extendible Note, the holder of the note will have the option to instead
elect repayment of the note by the Company on the then effective maturity date. In order for an
Extendible Note to be so repaid on the maturity date, the Company must receive, at least 25 days
but not more than 35 days prior to the maturity date: (i) the Extendible Note with the form “Option
to Elect Repayment” on the reverse of the Extendible Note duly completed; or (ii) a facsimile
transmission, telex or a letter from a member of a national securities exchange or the Financial
Industry Regulatory Authority, Inc. (“FINRA”) or a commercial bank or trust company in the United
States setting forth the name of the holder of the Extendible Note, the principal amount of the
Extendible Note, the principal amount of the Extendible Note to be repaid, the certificate number
or a description of the tenor and terms of the Extendible Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Extendible Note to be repaid,
together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the
Extendible Note, will be received by the Trustee (or paying agent) not later than the fifth
Business Day after the date of the facsimile transmission, telex or letter; provided, however, that
the facsimile transmission, telex or letter will only be effective if the Trustee or paying agent
receives the Extendible Note and form duly completed by that fifth business day. A holder of an
Extendible Note may exercise this option for less than the aggregate principal amount of the
Extendible Note then outstanding if the principal amount of the Extendible Note remaining
outstanding after repayment is an authorized denomination.



          (4) Each Note within such series that bears interest will bear interest at either (a) a fixed
rate (the “Fixed Rate Notes”), (b) a floating rate determined by reference to one or more base
rates, which may be adjusted by a Spread and/or Spread Multiplier (each as defined below) (the
“Floating Rate Notes”), or (c) an indexed rate (the “Indexed Notes”). Notes within such series may
also be issued as “Zero Coupon Notes” which do not provide for any periodic payments of interest.
Notes may be issued as Original Issue Discount Notes at a discount from the principal amount
thereof due at the stated maturity as specified in the applicable Pricing Supplement. Any Floating
Rate Note may also have either or both of the following as set forth in the applicable Pricing
Supplement: (i) a maximum interest rate limitation, or ceiling, on the rate





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




          The interest rate on each Floating Rate Note for each Interest Period will be determined by
reference to the applicable Base Rates specified in the applicable Pricing Supplement for such
Interest Period, plus or minus the applicable Spread, if any, or multiplied by the applicable
Spread Multiplier, if any. The “Spread” is the number of basis points, each one-hundredth of a
percentage point, specified in the applicable Pricing Supplement to be added or subtracted from the
Base Rate for a Floating Rate Note. The “Spread Multiplier” is the percentage specified in the
applicable Pricing Supplement to be applied to the Base Rate for a Floating Rate Note.




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




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          The applicable Pricing Supplement will specify: (i) the issue price, Interest Payment Dates
and Regular Record Dates; (ii) with respect to any Fixed Rate Note, the interest rate; (iii) with
respect to any Index Note, the index; (iv) with respect to any Floating Rate Note, the Initial
Interest Rate (as defined below), the method (which may vary from Interest Period to Interest
Period) of calculating the interest rate applicable to each Interest Period (including, if
applicable, the fixed rate per annum applicable to one or more Interest Periods, the period to
maturity of any instrument on which the Base Rate for any Interest Period is predicated (the “Index
Maturity”), the Spread and/or Spread Multiplier, the Interest Determination Dates (as defined
below), the Interest Reset Dates and any minimum or maximum interest rate limitations); (v) whether
such Note is an Original Issue Discount Note; and (vi) any other terms related to interest on the
Notes.




Fixed Rate Notes




          Each Fixed Rate Note (except a Zero Coupon Note), whether or not issued as an Original Issue
Discount Note, will bear interest at the annual rate specified therein and in the applicable
Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Interest
Payment Dates for the Fixed Rate Notes will be on June 15 and December 15 of each year and at
maturity or upon redemption and the Regular Record Dates for the Fixed Rate Notes will be June 1
and December 1, respectively. Unless otherwise specified in the applicable Pricing Supplement,
interest payments for Fixed Rate Notes shall be the amount of interest accrued to, but excluding,
the relevant Interest Payment Date. Interest on Fixed Rate Notes will be computed and paid on the
basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date or any
applicable Redemption Date on a Fixed Rate Note is not a Business Day, such Interest Payment Date
or Redemption Date shall be postponed to the next day that is a Business Day, and no interest will
accrue for the period from and after the scheduled Interest Payment Date or Redemption Date, as the
case may be.




          A Fixed Rate Note may pay amounts in respect of both interest and principal amortized over the
life of the Note (an “Amortizing Note”). Payments of principal and interest on Amortizing Notes
will be made on the Interest Payment Dates specified in the applicable Pricing Supplement, and at
the Maturity Date or any earlier Redemption Date. Payments on Amortizing Notes will be applied
first to interest due and payable and then to the reduction of unpaid principal amount.




Floating Rate Notes




          Unless otherwise specified in the applicable Pricing Supplement and except as provided below,
interest on Floating Rate Notes will be payable on the following Interest Payment Dates: in the
case of Floating Rate Notes (other than Eleventh District Cost of Funds Rate Notes) with interest
payable monthly, on the third Wednesday of each month of each year; in the case of Eleventh
District Cost of Funds Rate Notes, on the first calendar day of each month as specified in the
applicable Pricing Supplement; in the case of Floating Rate Notes with interest payable quarterly,
on the third Wednesday of March, June, September and December of each year; in the case of Floating
Rate Notes with interest payable semiannually, on the third Wednesday of the two months of each
year specified in the applicable Pricing Supplement; and



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in the case of Floating Rate Notes with interest payable annually, on the third Wednesday of
the month of each year specified in the applicable Pricing Supplement. Interest will also be paid
at maturity or upon redemption. Unless otherwise specified in the applicable Pricing Supplement,
the Regular Record Dates for the Floating Rate Notes will be the day (whether or not a Business
Day) fifteen calendar days preceding each Interest Payment Date. In the event that any Interest
Payment Date for any Floating Rate Note is not a Business Day, such Interest Payment Date shall be
postponed to the next day that is a Business Day, provided that, for LIBOR and EURIBOR notes, if
such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day.




          The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semi-annually, annually or on some other basis (such specified period, an “Interest
Reset Period”, and the date on which each such reset occurs, an “Interest Reset Date”), as
specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, the Interest Reset Date will be as follows: in the case of Floating Rate Notes
which are reset daily, each Business Day; in the case of Floating Rate Notes (other than Treasury
Rate Notes) which are reset weekly, the Wednesday of each week; in the case of Floating Rate Notes
that are Treasury Rate Notes which are reset weekly, the Tuesday of each week (except if the
auction date falls on a Tuesday, then the next Business Day, as provided below); in the case of
Floating Rate Notes which are reset monthly, the third Wednesday of each month; in the case of
Floating Rate Notes which are reset quarterly, the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes which are reset semi-annually, the third
Wednesday of the two months of each year specified in the applicable Pricing Supplement; and in the
case of Floating Rate Notes which are reset annually, the third Wednesday of the month of each year
specified in the applicable Pricing Supplement.




          The interest rate in effect from the date of issue to the first Interest Reset Date with
respect to a Floating Rate Note (the “Initial Interest Rate”) will be as specified in the
applicable Pricing Supplement. If any Interest Reset Date for any Floating Rate Note would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the
next day that is a Business Day, provided that, for LIBOR and EURIBOR notes, if such Business Day
is in the next succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.




          Unless otherwise specified in the applicable Pricing Supplement, the interest rate determined
with respect to any Interest Determination Date will become effective on and as of the next
succeeding Interest Reset Date. As used herein, “Interest Determination Date” means the date as of
which the new interest rate is determined for a particular Interest Reset Date, based on the
applicable interest rate basis or formula as of that Interest Determination Date and calculated on
the related Calculation Date. The “Calculation Date” is the date by which the calculation agent
will determine the new interest rate that became effective on a particular Interest Reset Date
based on the applicable interest rate basis or formula on the Interest Determination Date. The
Interest Determination Date for all Floating Rate Notes (except LIBOR Notes, EURIBOR Notes,
Treasury Rate Notes and Eleventh District Cost of Funds Rate Notes) will be the second Business Day
before the Interest Reset Date. The Interest Determination Date in the case of LIBOR Notes will be
the second London Business Day immediately preceding the




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applicable Interest Reset Date, unless the designated LIBOR currency is British pounds
sterling, in which case the Interest Determination Date will be the applicable Interest Reset Date.
For EURIBOR Notes, the Interest Determination Date will be the second TARGET business day before
the applicable Interest Reset Date.




          The Interest Determination Date for Treasury Rate Notes will be the day of the week in which
the Interest Reset Date falls on which Treasury bills of the same index maturity are normally
auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on Tuesday. Sometimes, the auction is
held on the preceding Friday. If an auction is held on the preceding Friday, that day will be the
Interest Determination Date relating to the Interest Reset Date occurring in the next week. If an
auction date falls on any interest reset date, then the Interest Reset Date will instead be the
first Business Day immediately following the auction date. The Interest Determination Date for an
Eleventh District Cost of Funds Rate Note is the last Business Day of the month immediately
preceding the applicable Interest Reset Date on which the Federal Home Loan Bank of San Francisco
published the index.




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




          Unless otherwise specified in the applicable Pricing Supplement, KeyBank National Association
will be the “calculation agent”. Unless otherwise specified in the applicable Pricing Supplement,
the “calculation date”, if applicable, pertaining to any Interest Determination Date on a Floating
Rate Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date,
or, if any such day is not a Business Day, the next succeeding Business Day, and (ii) the Business
Day immediately preceding the relevant Interest Payment Date, or the maturity date, as the case may
be.




          CD Rate Notes CD Rate Notes will bear interest for each interest reset period at an
interest rate equal to the CD Rate, plus or minus any Spread, and/or multiplied by any Spread
Multiplier as specified in such CD Rate Note and in the applicable Pricing Supplement.




          The “CD Rate” for any Interest Determination Date is the rate on that date for negotiable U.S.
dollar certificates of deposit having the index maturity described in the related




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pricing supplement, as published in H.15(519) prior to 3:00 p.m., New York City time, on the
calculation date, for that interest determination date under the heading “CDs (secondary market).”
The index maturity is the period to maturity of the instrument or obligation with respect to which
the related interest rate basis or formulae will be calculated.




          The calculation agent will observe the following procedures if the CD Rate cannot be
determined as described above:



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




          (II) If that rate is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on the calculation date, then the calculation
agent will determine the CD Rate to be the arithmetic mean of the secondary market offered rates as
of 10:00 a.m., New York City time, on that Interest Determination Date, quoted by three leading
non-bank dealers of negotiable U.S. dollar certificates of deposit in New York City for negotiable
U.S. dollar certificates of deposit of major United States money-center banks (in the market for
negotiable certificates of deposit) with a remaining maturity closest to the index maturity
described in the pricing supplement. The calculation agent will select the three dealers referred
to above.





          (III) If fewer than three dealers are quoting as mentioned above, the CD Rate will
remain the CD Rate then in effect on that Interest Determination Date.



          As referenced above, “H.15(519)” means the weekly statistical release designated as such, or
any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15
Daily Update” means the daily update of H.15(519), available through the Internet site of the Board
of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publication.




          CMS Rate Notes. CMS Rate Notes will bear interest for each Interest Reset Period at
an interest rate based on the CMS Rate, plus or minus any Spread, and/or multiplied by any Spread
Multiplier, and will be subject to the minimum interest rate or the maximum interest rate, if any,
as specified in the applicable Pricing Supplement.




          Unless otherwise set forth in the applicable Pricing Supplement, the CMS Rate for each
Interest Reset Period will be the rate on the applicable Interest Determination Date for the
designated maturity specified in the Pricing Supplement that appears on Reuters Screen ISDAFIX1 as
of 11:00 a.m., New York city time.




          The following procedures will be followed if the CMS Rate cannot be determined as described
above:




          (I) If the above rate is not displayed by 11:00 a.m. New York City time, the rate for such
date shall be determined as if the parties had specified “USD-CMS-Reference




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Banks” as the applicable rate. “USD-CMS-Reference Banks” means, on any Interest Determination
Date, the rate determined on the basis of the mid-market semi-annual swap rate quotations provided
by the Reference Banks at approximately 11:00 a.m., New York city time on such Interest
Determination Date; and for this purpose, the semi-annual swap rate means the mean of the bid and
offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the designated
maturity commencing on that date and in a representative amount with an acknowledged dealer of good
credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is
equivalent to USD-LIBOR-BBA with the designated maturity specified in the applicable Pricing
Supplement. The rate for that date will be the arithmetic mean of the quotations, eliminating the
highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest).




          (II) If no rate is available as described above, the CMS Rate for the new Interest Reset
Period will be the same as for the immediately preceding Interest Reset Period. If there was no
such interest reset period, the CMS Rate will be the initial interest rate.




          Constant Maturity Treasury (CMT) Rate Notes. CMT Rate Notes will bear interest at the
interest rates calculated with reference to the CMT Rate, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, if any, as specified in the CMT Rate Notes and in the
applicable Pricing Supplement. CMT Rate Notes will be subject to the minimum and the maximum
interest rate, if any.




          Unless otherwise specified in the applicable Pricing Supplement, “CMT Rate” means, with
respect to any Interest Determination Date relating to a Floating Rate Note for which the interest
rate is determined with reference to the CMT Rate (a “CMT Rate Interest Determination Date”):




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




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



               b. If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate for the period of the index maturity specified in the
applicable Pricing Supplement as may then be published by either the Federal



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Reserve Board or the United States Department of the Treasury that the calculation agent
determines to be comparable to the rate that would otherwise have been published in H.15(519).




               c. If the Federal Reserve Board or the United States Department of the Treasury does not
publish a yield on United States Treasury securities at “constant maturity” having the index
maturity specified in the applicable Pricing Supplement for such CMT Rate Interest Determination
Date, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the
calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary
market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate Interest
Determination Date of three leading primary United States government securities dealers in New York
City (which may include the agents or their affiliates) (each, a “reference dealer”) selected by
the calculation agent from five such reference dealers selected by the calculation agent and
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest) for United States Treasury securities
with an original maturity equal to the index maturity specified in the applicable pricing
supplement, a remaining term to maturity no more than one year shorter than such index maturity and
in a principal amount that is representative for a single transaction in such securities in such
market at such time.



               d. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate
Interest Determination Date shall be calculated by the calculation agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three
reference dealers selected by the calculation agent from five such reference dealers selected by
the calculation agent and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for United
States Treasury securities with an original maturity greater than the index maturity specified in
the applicable pricing supplement, a remaining term to maturity closest to such index maturity and
in a principal amount that is representative for a single transaction in such securities in such
market at such time. If two such United States Treasury securities with an original maturity
greater than the index maturity specified in the applicable pricing supplement have remaining terms
to maturity equally close to such index maturity, the quotes for the treasury security with the
shorter original term to maturity will be used. If fewer than five but more than two such prices
are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the calculation agent and shall be based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of such quotations shall be eliminated; provided,
however, that if fewer than three such prices are provided as requested, the CMT Rate determined as
of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate
Interest Determination Date.



          (II) If “Reuters Page FEDCMT” is the specified CMT Reuters Page in the applicable Pricing
Supplement, the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to
the one-week or one-month, as specified in the applicable Pricing Supplement, average yield for
United States Treasury securities at “constant maturity” having the index maturity specified in the
applicable Pricing Supplement as set forth in H.15(519) opposite the caption “Treasury Constant
Maturities,” as such yield is displayed on Reuters on




- 10 -









 







page FEDCMT (or any other page as may replace such page on such service) (“Reuters Page
FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as
applicable, in which such CMT Rate Interest Determination Date falls. The calculation agent will
follow the following procedures if the Reuters Page FEDCMT CMT Rate cannot be determined as
described in the preceding sentence:




               a. If such rate does not appear on Reuters Page FEDCMT, the CMT Rate on such CMT Rate Interest
Determination Date shall be a percentage equal to the one-week or one-month, as specified in the
applicable Pricing Supplement, average yield for United States Treasury securities at “constant
maturity” having the index maturity specified in the applicable pricing supplement for the week or
month, as applicable, preceding such CMT Rate Interest Determination Date as set forth in H.15(519)
opposite the caption “Treasury Constant Maturities.”



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



               c. If the Federal Reserve Bank of New York does not publish a one-week or one-month, as
specified in the applicable pricing supplement, average yield on United States Treasury securities
at “constant maturity” having the index maturity specified in the applicable Pricing Supplement for
the applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean
of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three reference dealers selected by the calculation agent from five
such reference dealers selected by the calculation agent and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest) for United States Treasury securities with an original maturity equal
to the index maturity specified in the applicable Pricing Supplement, a remaining term to maturity
of no more than one year shorter than such index maturity and in a principal amount that is
representative for a single transaction in such securities in such market at such time.



               d. If fewer than five but more than two such prices are provided as requested, the CMT Rate on
such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination
Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained
and neither the highest nor the lowest of such quotation shall be eliminated.



               e. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate
Interest Determination Date shall be calculated by the calculation agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices
as


- 11 -









 




of approximately 3:30 p.m., New York City time, on such CMT Rate interest determination date
of three reference dealers selected by the calculation agent from five such reference dealers
selected by the calculation agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the
lowest) for United States Treasury securities with an original maturity longer than the index
maturity specified in the applicable pricing supplement, a remaining term to maturity closest to
such index maturity and in a principal amount that is representative for a single transaction in
such securities in such market at such time. If two United States Treasury securities with an
original maturity greater than the index maturity specified in the applicable pricing supplement
have remaining terms to maturity equally close to such index maturity, the quotes for the Treasury
security with the shorter original term to maturity will be used. If fewer than five but more than
two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination
Date shall be the rate on the CMT Rate Interest Determination Date calculated by the calculation
agent based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of
such quotations shall be eliminated; provided, however, that if fewer than three such prices are
provided as requested, the CMT Rate determined as of such CMT Rate determination date shall be the
CMT Rate in effect on such CMT Rate Interest Determination Date.




          Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear interest for each
interest reset period at an interest rate equal to the Commercial Paper Rate, plus or minus any
Spread, and/or multiplied by any Spread Multiplier, as specified in such Commercial Paper Rate Note
and the applicable Pricing Supplement.




          The “Commercial Paper Rate” for any Interest Determination Date is the money market yield (as
defined below) of the rate on that date for commercial paper having the index maturity described in
the related pricing supplement, as published in H.15(519) under the heading “Commercial Paper —
Nonfinancial” prior to 3:00 p.m., New York City time, on the calculation date for that Interest
Determination Date.




          The calculation agent will observe the following procedures if the Commercial Paper Rate
cannot be determined as described above:




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




          (II) If that rate is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on the calculation date, then the calculation
agent will determine the Commercial Paper Rate to be the money market yield of the arithmetic mean
of the offered rates of three leading dealers of U.S. dollar commercial paper in New York City as
of 11:00 a.m., New York City time, on that Interest Determination Date for commercial paper having
the index maturity described in the pricing supplement placed for an




- 12 -









 







industrial issuer whose bond rating is “AA”, or the equivalent, from a nationally recognized
securities rating organization. The calculation agent will select the three dealers referred to
above.




          (III) If fewer than three dealers selected by the calculation agent are quoting as mentioned
above, the Commercial Paper Rate will remain the Commercial Paper Rate then in effect on that
Interest Determination Date.




          “Money Market Yield” shall be a yield (expressed as a percentage) calculated in accordance
with the following formula:




	 	 	 	 	 
	Money Market Yield
	  =  	D x 360
	  x  	100 
	 

	 	360 - (D x M)	 	 





where “D” refers to the applicable annual rate for the commercial paper, quoted on a bank discount
basis and expressed as a decimal, and “M” refers to the actual number of days in the interest
period for which the interest is being calculated.




          Eleventh District Cost of Funds Rate Notes. Eleventh District Cost of Funds Rate
Notes will bear interest for each interest reset period based on the Eleventh District Cost of
Funds Rate and any Spread and/or Spread Multiplier and will be subject to the minimum interest rate
or the maximum interest rate, if any, specified in the applicable Pricing Supplement..




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




          The following procedures will be followed if the Eleventh District Cost of Funds Rate cannot
be determined as described above:




          (I) If the above rate is not displayed on the applicable Interest Determination Date, the
Eleventh District Cost of Funds Rate will be the Eleventh District Cost of Funds Rate index on the
applicable Interest Determination Date.




          (II) If the Federal Home Loan Bank (“FHLB”) of San Francisco fails to announce the rate for
the calendar month next preceding the applicable Interest Determination Date, then the Eleventh
District Cost of Funds Rate for the new interest reset period will be the same as for the
immediately preceding Interest Reset Period. If there was no such Interest Reset Period, the
Eleventh District Cost of Funds Rate index will be the initial interest rate.




- 13 -









 





          (III) The “Eleventh District Cost of Funds Rate index” will be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District that the
FHLB of San Francisco most recently announced as the cost of funds for the calendar month preceding
the applicable Interest Determination Date.




          EURIBOR Rate Notes. EURIBOR Notes will bear interest for each interest reset period
at an interest rate equal to EURIBOR, plus or minus any Spread, and/or multiplied by any Spread
Multiplier as specified in such EURIBOR Note and the applicable Pricing Supplement.




          The calculation agent will determine EURIBOR on each EURIBOR determination date, which is the
second TARGET Business Day prior to the Interest Reset Date for each Interest Reset Period.




          Unless otherwise specified in the applicable Pricing Supplement, EURIBOR means, with respect
to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is
determined with reference to EURIBOR (a “EURIBOR interest determination date”), a base rate equal
to the interest rate for deposits in euro designated as “EURIBOR” and sponsored jointly by the
European Banking Federation and ACI — the Financial Market Association, or any company established
by the joint sponsors for purposes of compiling and publishing that rate. EURIBOR will be
determined in the following manner:




          (I) EURIBOR will be the offered rate for deposits in euro having the Index Maturity specified
in the applicable Pricing Supplement, beginning on the second TARGET Business Day after such
EURIBOR Interest Determination Date, as that rate appears on Reuters Page EURIBOR 01 as of 11:00
a.m., Brussels time, on such EURIBOR Interest Determination Date.




          (II) If the rate described above does not appear on Reuters Page EURIBOR 01, EURIBOR will be
determined on the basis of the rates, at approximately 11:00 a.m., Brussels time, on such EURIBOR
Interest Determination Date, at which deposits of the following kind are offered to prime banks in
the euro-zone interbank market by the principal euro-zone office of each of four major banks in
that market selected by the calculation agent: euro deposits having such EURIBOR Index Maturity,
beginning on such EURIBOR Interest Reset Date, and in a representative amount. The calculation
agent will request that the principal euro-zone office of each of these banks provide a quotation
of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest
Determination Date will be the arithmetic mean of the quotations.




          (III) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following
kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR
Interest Determination Date, by three major banks in the euro-zone selected by the calculation
agent: loans of euro having such EURIBOR Index Maturity, beginning on such EURIBOR Interest Reset
Date, and in an amount that is representative of a single transaction in euro in that market at the
time.




- 14 -









 





          If fewer than three banks selected by the calculation agent are quoting as described above,
EURIBOR for the new interest period will be EURIBOR in effect for the prior interest period. If the
initial Base Rate has been in effect for the prior interest period, however, it will remain in
effect for the new interest period.




          “Euro-zone” means the region comprised of member states of the European Union that adopt the
single currency in accordance with the Treaty establishing the European Community, as amended by
the Treaty on European Union.




          Federal Funds Rate Notes. Federal Funds Rate Notes will bear interest for each
Interest Reset Period at an interest rate equal to the Federal Funds Rate, plus or minus any
Spread, and/or multiplied by any Spread Multiplier as specified in such Federal Funds Rate Note and
the applicable Pricing Supplement. The Federal Funds Rate will be calculated by reference to
either the Federal Funds (Effective) Rate, the Federal Funds Open Rate or the Federal Funds Target
Rate, as specified in the applicable Pricing Supplement.




          Unless otherwise specified in the applicable Pricing Supplement, “Federal Funds Rate” means
the rate determined by the calculation agent, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with reference to the
Federal Funds Rate (a “Federal Funds Rate Interest Determination Date”), in accordance with the
following provisions:




          (I) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate in the applicable
Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest
Determination Date shall be the rate with respect to such date for United States dollar federal
funds as published in H.15(519) opposite the caption “Federal Funds (effective),” as such rate is
displayed on Reuters on page FEDFUNDS1 (or any other page as may replace such page on such service)
(“Reuters Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by 3:00
p.m., New York City time, on the Calculation Date, the rate with respect to such Federal Funds Rate
Interest Determination Date for United States dollar federal funds as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of displaying such rate,
under the caption “Federal funds (effective).” If such rate does not appear on Reuters Page
FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds
Rate with respect to such Federal Funds Rate Interest Determination Date shall be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three leading brokers of U.S. dollar
federal funds transactions in New York City (which may include the agents or their affiliates)
selected by the Calculation Agent, prior to 9:00 a.m., New York City time, on the Business Day
following such Federal Funds Rate Interest Determination Date; provided, however, that if the
brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.




          (II) If “Federal Funds Open Rate” is the specified Federal Funds Rate in the applicable
Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate




- 15 -









 







Interest Determination Date shall be the rate on such date under the heading “Federal Funds”
for the relevant Index Maturity and opposite the caption “Open” as such rate is displayed on
Reuters on page 5 (or any other page as may replace such page on such service) (“Reuters Page 5”),
or, if such rate does not appear on Reuters Page 5 by 3:00 p.m., New York City time, on the
Calculation Date, the Federal Funds Rate for the Federal Funds Rate Interest Determination Date
will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”),
which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If
such rate does not appear on Reuters Page 5 or is not displayed on FFPREBON Index page on Bloomberg
or another recognized electronic source by 3:00 p.m., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination
Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for
the last transaction in overnight United States dollar federal funds arranged by three leading
brokers of United States dollar federal funds transactions in New York City (which may include the
agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City
time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the
brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.




          (III) If “Federal Funds Target Rate” is the specified Federal Funds Rate in the applicable
Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest
Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg.
If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 p.m., New York City time,
on the Calculation Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination
Date will be the rate for that day appearing on Reuters Page USFFTARGET= (or any other page as may
replace such page on such service) (“Reuters Page USFFTARGET=”). If such rate does not appear on
the FDTR Index page on Bloomberg or is not displayed on Reuters Page USFFTARGET= by 3:00 p.m., New
York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds
Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United States dollar federal
funds arranged by three leading brokers of United States dollar federal funds transactions in New
York City (which may include the agents or their affiliates) selected by the Calculation Agent
prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date.




          LIBOR Notes. LIBOR Notes will bear interest for each Interest Reset Period at an
interest rate equal to the London interbank offered rate, referred to as LIBOR, plus or minus any
Spread, and/or multiplied by any Spread Multiplier, as specified in such LIBOR Note and the
applicable Pricing Supplement.




          On each Interest Determination Date, LIBOR will be the rate for deposits in the designated
LIBOR currency having the index maturity specified in such Pricing Supplement as such rate is
displayed on Reuters on page LIBOR01 (or any other page as may replace such page on such service
for the purpose of displaying the London interbank rates of major banks for the




- 16 -









 







designated LIBOR currency) (“Reuters Page LIBOR01”) as of 11:00 a.m., London time, on such
LIBOR Interest Determination Date.




          On any Interest Determination Date on which no rate is displayed on Reuters Page LIBOR01, the
calculation agent will determine LIBOR as follows:




          (I) LIBOR will be determined on the basis of the offered rates, at approximately 11:00 a.m.,
London time, on the relevant LIBOR interest determination date, at which deposits in the LIBOR
currency having the index maturity described in the related Pricing Supplement, beginning on the
relevant interest reset date and in a representative amount, are offered by four major banks in the
London interbank market to prime banks in that market. The calculation agent will select the four
banks and request the principal London office of each of those banks to provide a quotation of its
rate for deposits in the LIBOR currency. If at least two quotations are provided, LIBOR for that
Interest Determination Date will be the arithmetic mean of those quotations.




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




          (III) If fewer than three banks selected by the calculation agent are quoting as described
above, LIBOR will remain LIBOR then in effect on that Interest Determination Date.




          As referenced above, “LIBOR currency” means the currency specified in the applicable Pricing
Supplement as to which LIBOR shall be calculated or, if no such currency is specified in the
applicable Pricing Supplement, United States dollars.




          Prime Rate Notes. Prime Rate Notes will bear interest at a rate equal to the Prime
Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier as specified in the
Prime Rate Notes and the applicable Pricing Supplement.




          The “Prime Rate” for any Interest Determination Date is the prime rate or base lending rate on
that date, as published in H.15(519) by 3:00 p.m., New York City time, on the calculation date for
that Interest Determination Date under the heading “Bank Prime Loan” or, if not published by 3:00
p.m., New York City time, on the related calculation date, the rate on such Interest Determination
Date as published in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption “Bank Prime Loan.”




          The calculation agent will follow the following procedures if the Prime Rate cannot be
determined as described above:




- 17 -









 





          (I) If the rate is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on the calculation date, then the calculation
agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on USPRIME1 as that bank’s prime rate or base lending rate as
in effect for that Interest Determination Date.




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




          (III) If the banks selected by the calculation agent are not quoting as mentioned above, the
Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.




          “USPRIME1” means the display on the Reuters 3000 Xtra Service (or any successor service) on
the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such service) for the
purpose of displaying Prime Rates or base lending rates of major U.S. banks.




          Treasury Rate Notes. Treasury Rate Notes will bear interest at a rate equal to the
Treasury Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier as specified in
the Treasury Rate Notes and the applicable Pricing Supplement.




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




          The calculation agent will follow the following procedures if the Treasury Rate cannot be
determined as described above:




          (I) If the rate is not so published by 3:00 p.m., New York City time, on the calculation date,
the Treasury Rate will be the bond equivalent yield (as defined below) of the auction rate of such
Treasury Bills as published in H.15 Daily Update, or such recognized electronic source used for the
purpose of displaying such rate, under the caption “U.S. Government Securities/ Treasury Bills/
Auction High.”




          (II) If the rate is not so published by 3:00 p.m., New York City time, on the calculation date
and cannot be determined as described in the immediately preceding paragraph, the Treasury Rate
will be the bond equivalent yield of the auction rate of such Treasury Bills as otherwise announced
by the United States Department of Treasury.




- 18 -









 





          (III) If the results of the most recent auction of Treasury Bills having the index maturity
described in the pricing supplement are not published or announced as described above by 3:00 p.m.,
New York City time, on the calculation date, or if no auction is held on the interest determination
date, then the Treasury Rate will be the bond equivalent yield on such interest determination date
of Treasury Bills having the index maturity specified in the applicable pricing supplement as
published in H.15(519) under the caption “U.S. Government Securities/ Treasury Bills/ Secondary
Market” or, if not published by 3:00 p.m., New York City time, on the related calculation date, the
rate on such interest determination date of such Treasury Bills as published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying such rate, under the
caption “U.S. Government Securities/ Treasury Bills (Secondary Market).”




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




          (V) If fewer than three dealers selected by the calculation agent are quoting as mentioned
above, the Treasury Rate will remain the Treasury Rate then in effect on that Interest
Determination Date.




          “Bond equivalent yield” means a yield (expressed as a percentage) calculated in accordance
with the following formula:




	 	 	 	 	 
	Bond Equivalent Yield
	  =  	D x N
	  x  	100 
	 

	 	360 - (D x M)	 	 






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




Zero Coupon Notes




          The specific terms of any Zero Coupon Notes will be set forth in the applicable Pricing
Supplement.




Indexed Notes




          The Company may issue notes for which the amount of interest or principal that will be paid
will not be known on its date of issue. The Company will specify the formulae for computing
interest or principal payments for these types of notes, which is called “Indexed Notes”, by
reference to securities, financial or non-financial indices, currencies, commodities,




- 19 -









 







interest rates, or composites or baskets of any or all of the above. Examples of indexed
items that the Company may use include a published stock index, the common stock price of a
publicly traded company, the value of the U.S. dollar versus the Japanese Yen, or the price in a
particular market of a barrel of West Texas intermediate crude oil. The amount of interest and
principal that will be paid will depend on the structure of the Indexed Note and the level of the
specified indexed item throughout the term of the Indexed Note and at maturity. Specific
information pertaining to the method of determining the interest payments and the principal amount
will be described in the applicable Pricing Supplement, as well as additional risk factors unique
to the Indexed Note, certain historical information for the specified indexed item and certain
additional United States federal tax considerations.




          (5) Unless otherwise specified in the applicable Pricing Supplement, principal of (and
premium, if any) and interest (if any) on the Notes will be payable, and, except as provided in
Section 305 of the Indenture with respect to any Global Security (as defined below) representing
Book-Entry Notes (as defined below), the transfer of the Notes will be registrable and Notes will
be exchangeable for Notes bearing identical terms and provisions at the corporate trust office of
Deutsche Bank Trust Company Americas (the “Paying Agent”), in New York City, New York, provided
that payments of interest with respect to any Certificated Note (as defined below), other than
interest at maturity or upon redemption, may be made at the option of the Company by check mailed
to the address of the person or entity entitled thereto as it appears on the security register of
the Company at the close of business on the Regular Record Date corresponding to the relevant
Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, holders of
$1,000,000 or more in aggregate principal amount of Certificated Notes shall be entitled to receive
payments of interest, other than interest at maturity or upon redemption, by wire transfer of
immediately available funds, if appropriate wire transfer instructions have been given to the
Paying Agent in writing not later than 15 calendar days prior to the applicable Interest Payment
Date.




          (6) If so specified in the applicable Pricing Supplement, the Notes will be redeemable at the
option of the Company on the date or dates prior to maturity specified in the applicable Pricing
Supplement at the price or prices specified in the applicable Pricing Supplement: (i) Unless
otherwise specified in such Pricing Supplement, in the case of Notes other than Zero Coupon Notes
or certain interest bearing notes issued as Original Issue Discount Notes, expressed as a specified
percentage of the principal amount of such Note, together with accrued interest, if any, to the
date of redemption stated in the applicable Pricing Supplement; (ii) Unless otherwise specified in
the applicable Pricing Supplement, in the case of Zero Coupon Notes or certain interest bearing
Notes issued as Original Issue Discount Notes (as specified in the applicable Pricing Supplement),
as a specified percentage of the Amortized Face Amount (as defined below) of such Note (as
described in paragraph (10) below), together with accrued interest, if any, to the date of
redemption (or, in the case of any interest bearing Note issued as an Original Issue Discount Note,
any accrued but unpaid “qualified stated interest” payments (as specified in Paragraph (10) below).
Unless otherwise specified in the applicable Pricing Supplement, the Company may redeem any of the
Notes which are redeemable and remain outstanding either in whole or from time to time in part upon
the terms and conditions set forth in Article Eleven of the Indenture.




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          (7) Unless otherwise specified in the applicable Pricing Supplement, the Company shall not be
obligated to redeem or purchase any Notes of such series pursuant to any sinking fund or analogous
provisions or at the option of any Holder.




          (8) Unless otherwise specified in the applicable Pricing Supplement, Notes of such series may
be issued only in fully registered form. Unless otherwise specified in the applicable Pricing
Supplement, the authorized denomination of the Notes of such series other than Foreign Currency
Notes (as defined below), shall be $1,000 or any amount in excess of $1,000 which is an integral
multiple of $1,000. Foreign Currency Notes will be issued in the denominations specified in the
applicable Pricing Supplement.




          (10) The portion of the principal amount of the Notes, other than Original Issue Discount
Notes (including any Zero Coupon Notes), which shall be payable upon declaration of acceleration of
maturity thereof shall not be other than the principal amount thereof. Unless otherwise specified
in the applicable Pricing Supplement, the portion of the principal amount of Zero Coupon Notes and
certain interest bearing Notes issued as Original Issue Discount Notes (as specified in the
applicable Pricing Supplement) upon any acceleration of the maturity thereof will be the Amortized
Face Amount and in the case of an interest-bearing note issued as an Original Issue Discount Note,
any accrued but unpaid qualified stated interest payments. Unless otherwise specified in the
applicable Pricing Supplement, the amount payable to the holder of such Original Issue Discount
Note upon any redemption thereof will be the applicable specified percentage of the Amortized Face
Amount thereof specified in the applicable Pricing Supplement, and in the case of any interest
bearing Note issued as an Original Issue Discount Note, any accrued but unpaid “qualified stated
interest” payments (as defined in the Treasury Regulations regarding original issue discount issued
by the Treasury Department (the “Regulations”)). The “Amortized Face Amount” of an Original Issue
Discount Note shall be the amount equal to the sum of (a) the Issue Price (as set forth on the face
of such Original Issue Discount Note) plus (b) the aggregate of the portions of the original issue
discount (the excess of the amounts considered as part of the “stated redemption price at maturity”
of such Original Issue Discount Note within the meaning of Section 1273(a)(2) of the Internal
Revenue Code of 1986, as amended (the “Code”), whether denominated as principal or interest, over
the Issue Price of Original Issue Discount Note) which shall theretofore have accrued pursuant to
Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code) from the date of issue
of Original Issue Discount Note to the date of determination, minus (c) any amount considered as
part of the “stated redemption price at maturity” of such Original Issue Discount Note which has
been paid on such Original Issue Discount Note from the date of issue to the date of determination.
In no event can the Amortized Face Amount exceed the principal amount of such Note due at the
stated maturity thereof.




          (11) The Notes may be denominated, and payments of principal of and interest on the Notes will
be made, in United States dollars or in such foreign currencies or foreign currency units (a
“Specified Currency”) as may be specified in the applicable Pricing Supplement (“Foreign Currency
Notes”).




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          (12) Except as otherwise described in Paragraphs (4) and (10) above, the amount of payments of
principal of and any premium or interest on the Notes will not be determined with reference to an
index.




          (13) Foreign Currency Notes will be paid in U.S. dollars converted from the Specified Currency
unless a Holder of Foreign Currency Notes elects to be paid in the Specified Currency or unless the
applicable Pricing Supplement provides otherwise. In the case of a Note having a Specified Currency
other than U.S. dollars, the principal of that Note in U.S. dollars will be based on the highest
bid quotation in The City of New York received by an agent specified in the applicable pricing
supplement (the “exchange rate agent”) at approximately 11:00 a.m., New York City time, on the
second business day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the exchange rate agent) selected by the exchange rate agent and
approved by the Company for the purchase by the quoting dealer of the specified currency for U.S.
dollars for settlement on such payment date in the aggregate amount of the Specified Currency
payable to all holders of Foreign Currency Notes scheduled to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract. If three such bid quotations are not
available, the Company will make payments in the Specified Currency. All currency exchange costs
will be borne by the holders of the Foreign Currency Note by deductions from such payments. Unless
indicated otherwise in the applicable Pricing Supplement, a holder of Foreign Currency Notes may
elect to receive payment of the principal of and interest on the Foreign Currency Notes in the
Specified Currency by transmitting a written request for such payment to the corporate trust office
of the Trustee in The City of New York on or prior to the Regular Record Date or at least 15
calendar days prior to maturity, as the case may be. A Holder may make this request in writing
(mailed or hand delivered) or sent by facsimile transmission. A Holder of a Foreign Currency note
may elect to receive payment in the Specified Currency for all principal and interest payments and
need not file a separate election for each payment. Such Holder’s election will remain in effect
until revoked by written notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the Regular Record Date or at least 15 calendar days prior
to the maturity date, as the case may be. If a Specified Currency is not available for the payment
of principal, premium or interest with respect to a Foreign Currency Note due to the imposition of
exchange controls or other circumstances beyond the Company’s control, the Company will be entitled
to satisfy its obligations to Holders of Foreign Currency Notes by making such payment in U.S.
dollars on the basis of the noon buying rate in The City of New York for cable transfers of the
specified currency as certified for customs purposes (or, if not so certified as otherwise
determined) by the Federal Reserve Bank of New York (the “market exchange rate”) as computed by the
exchange rate agent on the second business day prior to such payment or, if not then available, on
the basis of the most recently available market exchange rate or as otherwise indicated in an
applicable Pricing Supplement. All determinations referred to above made by the exchange rate
agent will be at its sole discretion and will, in the absence of clear error, be conclusive for all
purposes and binding on the Holders of the Foreign Currency Notes.




          (15) Unless otherwise specified in the applicable Pricing Supplement, the Notes shall be
subject to the events of default specified in Section 501, paragraphs (1) through (3) of the
Indenture.




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          (16) Each Note will be represented by either a master global note or a global note in fully
registered form (each a “Global Note”) registered in the name of a nominee of the Depository (each
such Note represented by a Global Note being herein referred to as a “Book-Entry Note”) or a
certificate issued in definitive registered form, without coupons (a “Certificated Note”), as set
forth in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing
Supplement, The Depository Trust Company will act as Depositary. Except as provided in Section 305
of the Indenture, Book-Entry Notes will not be issuable in certificated form and will not be
exchangeable or transferable. So long as the Depositary or its nominee is the registered holder of
any Global Note, the Depositary or its nominee, as the case may be, will be considered the sole
Holder of the Book-Entry Note or Notes represented by such Global Note for all purposes under the
Indenture and the Notes.




          (18) Interest will be payable to the person in whose name a Note (or one or more predecessor
Notes) is registered at the close of business on the Regular Record Date (as defined below) next
preceding each Interest Payment Date (as defined below); provided, however, that interest payable
at maturity or upon redemption will be payable to the person to whom principal shall be payable.




          (19) Unless otherwise specified in the applicable Pricing Supplement, the Notes shall be
defeasible pursuant to Sections 1302 and 1303 of the Indenture.




          (22) The Company will pay any administrative costs imposed by banks in making payments in
immediately available funds, but, except as otherwise provided under Additional Amounts in the
applicable Pricing Supplement, any tax, assessment or governmental charge imposed upon payments
will be borne by the Holders of the Notes in respect of which such payments are made.




          (25) The Notes shall be subject to the subordination provisions contained in Article Sixteen
of the Indenture. Subject to the terms of the Indenture and the resolutions and authorization
referred to in the first paragraph hereof, the Notes shall have such other terms (which may be in
addition to or different from the terms set forth herein) as are specified in the applicable
Pricing Supplement.




          B. Establishment of Note Forms pursuant to Section 201 of Indenture.




          It is hereby established pursuant to Section 201 of the Indenture that the Global Securities
representing Book-Entry Notes shall be substantially in the forms attached as Exhibits A, B and
C hereto, unless a different form is provided in the applicable Pricing Supplement (which
Pricing Supplement shall be deemed a copy of a Board Resolution certified by the secretary or an
assistant secretary of the Company satisfying the requirements of Section 201 of the Indenture).




          C. Establishment or Procedures for Authentication of Notes Pursuant to Section 303 of
Indenture.




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          It is hereby ordered pursuant to Section 303 of the Indenture that Notes may be authenticated
by the Trustee and issued in accordance with the Administrative Procedures attached hereto as
Exhibit D and upon receipt by the Trustee (including by facsimile) of a Pricing Supplement
to this Officers’ Certificate and Company Order, in substantially the form attached as Exhibit
E hereto (a “Pricing Supplement”), setting forth the information specified or contemplated
therein for the particular Notes to be authenticated and issued. At least one officer signing each
Pricing Supplement shall be an Authorized Officer as defined in the resolutions referred to in the
first paragraph hereof.




          D. Other Matters.




          The applicable Pricing Supplement shall specify any agent of the Company designated for the
purpose of delivering, for cancellation by the Trustee pursuant to Section 309 of the Indenture,
Notes which have not been issued and sold by the Company.




          Attached as Exhibit F-1 hereto is a true and correct copy of resolutions duly adopted
by the Board of Directors of the Company on May 15, 2008; attached as Exhibit F-2 hereto is
a true and correct copy of resolutions duly adopted by the Board of Directors of the Company on
June 7, 2008; such resolutions have not been further amended, modified or rescinded and remain in
full force and effect; and such resolutions are the only resolutions adopted by the Company’s Board
of Directors or by any Authorized Officers relating to the offering and sale of the Notes.




[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]





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     The undersigned have read the pertinent sections of the Indenture including the related
definitions contained therein. The undersigned have examined the resolutions adopted by the
Company’s Board of Directors. In the opinion of the undersigned, the undersigned have made such
examination or investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of (i) a series of
Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such
series of Securities, contained in the Indenture have been complied with. In the opinion of the
undersigned, such conditions have been complied with.



Dated: June 20, 2008




	 	 	 	 	 	 	 
	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Joseph M. Vayda
 

Joseph M. Vayda
	 	 
	 

	 	 	 	Executive Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Steven N. Bulloch
 

Steven N. Bulloch
	 	 
	 

	 	 	 	Assistant Secretary	 	 






 









 





EXHIBIT
A – GLOBAL FIXED RATE NOTE




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EXHIBIT
B – GLOBAL FLOATING RATE NOTE




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EXHIBIT
C – MASTER GLOBAL NOTE (SERIES J)




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EXHIBIT
D – ADMINISTRATIVE PROCEDURES




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EXHIBIT
E – PRICING SUPPLEMENT




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EXHIBIT
F-1 – RESOLUTIONS OF THE COMPANY’S BOARD OF DIRECTORS 

DATED MAY 15, 2008




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EXHIBIT
F-2 – RESOLUTIONS OF THE COMPANY’S BOARD OF DIRECTORS 

DATED JUNE 7, 2008





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