EX-4.3






Exhibit 4.3(a)



THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS ACCOUNT, A DEPOSIT
OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.




CUSIP NO.                                     




REGISTERED PRINCIPAL AMOUNT $                    




No. FX -                    




KEYCORP

MEDIUM-TERM NOTE, SERIES I

(FIXED RATE)




Due from 9 Months or More from Date of Issue



If the registered owner of this Security (as indicated below) is The Depository Trust Company (the
“Depository”) or a nominee of the Depository, this Security is a Global Security and the following
two legends apply:



Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an
interest herein.



Unless and until this certificate is exchanged in whole or in part for Notes in certificated form,
this certificate may not be transferred except as a whole by the Depository to a nominee thereof or
by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor of the Depository or a nominee of such successor.



IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND “INITIAL ACCRUAL PERIOD OID”
(COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES.




1









 










ISSUE PRICE:




ORIGINAL ISSUE PRICE:




STATED MATURITY:




MINIMUM DENOMINATIONS:

o $1,000

o Other:




SPECIFIED CURRENCY:

United States Dollars:

o YES      o NO




FOREIGN CURRENCY:




EXCHANGE RATE AGENT:




PAYING AGENT:




PLACE OF PAYMENT:




OPTION TO
RECEIVE PAYMENTS IN 

SPECIFIED CURRENCY OTHER
THAN

U.S. DOLLARS: o YES      o NO




INTEREST RATE:




COMPUTATION PERIOD:




INTEREST PAYMENT DATES IF OTHER THAN 

JUNE 15 AND DECEMBER 15:




REGULAR RECORD DATES IF OTHER THAN 

JUNE 1 AND DECEMBER 1:




OPTIONAL REDEMPTION: o YES      o NO




INITIAL REDEMPTION DATE:




ADDITIONAL REDEMPTION DATES:







INITIAL REDEMPTION PERCENTAGE:




ANNUAL REDEMPTION PERCENTAGE 

REDUCTION:




OPTION TO ELECT REPAYMENT: oYES      oNO




REPAYMENT DATE(S):




REPAYMENT PRICE:




ADDITIONAL AMOUNTS:




DEFEASANCE: o YES      o NO




COVENANT DEFEASANCE: o YES      o NO




OPTIONAL INTEREST RATE RESET:

o YES      o NO




OPTIONAL INTEREST RATE RESET DATES:




OPTIONAL EXTENSION OF MATURITY:

o YES      o NO




LENGTH OF EXTENSION PERIOD:




NUMBER OF EXTENSION PERIODS:




TOTAL AMOUNT OF OID:




ORIGINAL YIELD TO MATURITY:




INITIAL ACCRUAL PERIOD OID:




SINKING FUND:




OTHER/DIFFERENT PROVISIONS:









2









 





     KEYCORP, an Ohio corporation (herein referred to as the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the principal sum of                                                
DOLLARS ($ ) on the Stated Maturity shown above (except to the extent redeemed, repaid, renewed or
extended prior to the Stated Maturity) and to pay interest thereon at the Interest Rate shown above
from the Original Issue Date shown above or from the most recent Interest Payment Date to which
interest, if any, has been paid or duly provided for, semi-annually on June 15 and December 15 of
each year (unless other Interest Payment Dates are shown on the face hereof and except as provided
in the next succeeding paragraph) (each, an “Interest Payment Date”) until the principal hereof is
paid or made available for payment and on the Stated Maturity, any Redemption Date or Repayment
Date (such terms are together hereinafter referred to as the “Maturity Date” with respect to the
principal repayable on such date); provided, however, that any payment of principal
(or premium, if any) or interest, if any, to be made on any Interest Payment Date or on the
Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment Date or the
Maturity Date, as the case may be, and no additional interest, if any, shall accrue on the amount
so payable as a result of such delayed payment.



     For purposes of this Security, unless otherwise specified on the face hereof, “Business Day”
means any day, other than a Saturday or Sunday, that is not a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order to close in New
York City; 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 below) of the country
issuing the Specified Currency (or if the Specified Currency is the euro, such day is also a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is
open).



     “Principal Financial Center” means the capital city of the country issuing the Specified
Currency, except 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 New York City, Sydney, Toronto, London (solely in the case of the designated LIBOR
currency), Wellington, Johannesburg and Zurich, respectively.



     Any interest hereon is accrued from, and including, the next preceding Interest Payment Date
in respect of which interest, if any, has been paid or duly provided for (or from, and including,
the Original Issue Date if no interest has been paid) to, but excluding , the succeeding Interest
Payment Date or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (referred to on the reverse hereof), be paid to the person (the “Holder”) in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the
fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date (each, a
“Regular Record Date”); provided, however, that, if this Security was issued
between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record
Date, interest, if any, for the period beginning on the Original Issue Date and ending on such
initial Interest Payment Date shall be paid on the Interest Payment Date following the next
succeeding Regular



3









 




Record Date to the Holder hereof on such next succeeding Regular Record Date; and provided
further that interest, if any, payable on the Maturity Date will be payable to the person to
whom the principal hereof shall be payable. Any such interest not so punctually paid or duly
provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a special record date (the
“Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee
(referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security
not less than ten days prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.




     Unless otherwise specified above, all payments in respect of this Security will be made in
U.S. dollars regardless of the Specified Currency shown above unless the Holder hereof makes the
election described below. If the Specified Currency shown above is other than U.S. dollars, the
Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in
respect hereof into U.S. dollars in the manner described on the reverse hereof; provided,
however, that the Holder hereof may, if so indicated above, elect to receive all payments
in such Specified Currency by delivery of a written request to the corporate trust office of the
Trustee in New York City, on or prior to the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be. Such request may be in writing with a signature
guarantee, mailed or hand delivered, or by cable, telex, or other form of facsimile transmission.
The Holder hereof may elect to receive payment in such Specified Currency for all principal,
premium, if any, and interest payments and need not file a separate election for each payment. Such
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 days prior to the Stated Maturity, as the case may be. Notwithstanding the foregoing, if
the Company determines that the Specified Currency is not available for making payments in respect
hereof due to the imposition of exchange controls or other circumstances beyond the Company’s
control, or is no longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international banking community,
then the Holder hereof may not so elect to receive payments in the Specified Currency and any such
outstanding election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.



     In the event of an official redenomination of the Specified Currency, the obligations of the
Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such redenomination. In no event
shall any adjustment be made to any amount payable hereunder as a result of any change in the value
of the Specified Currency shown above relative to any other currency due solely to fluctuations in
exchange rates.



     Unless otherwise shown above, payment of interest on this Security (other than on the Maturity
Date) will be made by check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S. dollars and the
Holder hereof is the Holder of U.S.$1,000,000 or more in aggregate principal amount of Securities
of the series of which this Security is a part (whether having identical or different terms and
provisions) or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected to
receive payments in



4









 




such Specified Currency as provided for above, such interest payments will be made by transfer
of immediately available funds, but only if appropriate instructions have been received in writing
by the Trustee on or prior to the applicable Regular Record Date. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified Currency (if other than
U.S. dollars), such Holder may provide appropriate instructions to the Trustee, and all such
payments will be made in immediately available funds to an account maintained by the payee with a
bank, but only if such bank has appropriate facilities therefor. Unless otherwise specified above,
the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be
paid in immediately available funds upon surrender of this Security at the corporate trust office
of the Trustee maintained for that purpose in the Borough of Manhattan, the City and State of New
York (or at such other location as may be specified above). 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 above, any tax, assessment or governmental charge imposed upon
payments will be borne by the Holders of the Securities in respect of which such payments are made.




     Unless otherwise specified on the face hereof, interest on this Security, if any, will be
computed on the basis of a 360-day year of twelve
30-day months.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE.



5









 





     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
facsimile corporate seal.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 

	 	 	 	 	 	Name:
	 	 
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attest:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Assistant Secretary	 	 
	[Seal]
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	Dated:	 	 	 	 	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	This is one of the
Securities of the series designated therein	 	 
	 	 	 	 	 	 	referred to in the within-mentioned Indenture	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 	 	 	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 






6









 





[REVERSE OF NOTE]




KEYCORP

MEDIUM-TERM NOTE, SERIES I




     Section 1. General. This Security is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued in one or more series
under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time
to time (herein called the “Indenture”), between the Company and Deutsche Bank Trust Company
Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture with respect to a series of which this Security is a part), to which indenture and
all indentures supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture
dated as of November 14, 2001, copies of which are available from the Company or the Trustee. This
Security is one of the series designated on the face hereof that is unlimited in aggregate
principal amount.



     Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments
to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face
hereof or a successor thereto (the “Exchange Rate Agent”) based on the highest bid quotation in New
York City 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 selected by the Exchange
Rate Agent (one of which may be the Exchange Rate Agent unless the Exchange Rate Agent is the
applicable agent to or through which this Security was originally sold) 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 Securities denominated in
a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three of such bid quotations are not available, payments will be
made in the Specified Currency.



     Except as set forth below, if the Specified Currency is other than U.S. dollars and the
Specified Currency is not available due to the imposition of exchange controls or to other
circumstances beyond the Company’s control, or is no longer used by the government of the country
issuing such currency or for settlement of transactions by public institutions of or within the
international banking community, the Company will be entitled to make payments in U.S. dollars on
the basis of the noon buying rate in New York City for cable transfers of such 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 for
such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange
Rate is then not available, on the basis of the most recently available Market Exchange Rate or as
otherwise indicated on the face hereof. Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default or Default under the Indenture.



1









 





     All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder of this Security.



     All currency exchange costs will be borne by the Holder of this Security through deductions
from payments otherwise due to such Holder.



     References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the United
States of America.



     Section 3. Redemption. If so specified on the face hereof, the Company may at its
option redeem this Security in whole or from time to time in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not be less than the minimum authorized
denomination of such Security) on or after the date designated as the Initial Redemption Date on
the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or,
if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by
the Initial Redemption Percentage specified on the face hereof, together with accrued interest to
the Redemption Date. Such Initial Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified
on the face hereof until the redemption price is 100% of such amount. The Company may exercise such
option by causing the Trustee to mail a notice of such redemption at least 30 but not more than 60
days prior to the Redemption Date. In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof. If less than all the Securities of the series, of which this
Security is a part, with differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed
and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption
date. If less than all of the Securities with like tenor and terms to this Security are to be
redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.



     Section 4. Repayment. If so specified on the face hereof, this Security shall be
repayable prior to the Stated Maturity at the option of the Holder on each applicable Repayment
Date shown on the face hereof at the Repayment Price shown on the face hereof, together with
accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent
must receive at least 30 but not more than 45 days prior to a Repayment Date this Security with the
form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in
Section 308 of the Indenture, any tender of this Security for repayment shall be irrevocable. The
repayment option may be exercised by the Holder of this Security in whole or in part in increments
of $1,000 (provided that any remaining principal amount of this Security shall not be less than the
minimum authorized denomination hereof). Upon any partial repayment, this Security shall be
canceled and a new Security or Securities for the remaining principal amount hereof shall be issued
in the name of the Holder of this Security.



     Section 5. Sinking Fund. Unless otherwise specified on the face hereof, this Security
will not be subject to any sinking fund.



     Section 6. Discount Securities. If this Security (such Security being referred to as
an “Original Issue Discount Security”) (a) has been issued at an Issue Price lower, by more than a
de minimis amount (as determined under United States federal income tax rules applicable to



2









 




original issue discount instruments), than its “stated redemption price at maturity” (as
defined below) and (b) would be considered an original issue discount security for United States
federal income tax purposes, then the amount payable on this Security in the event of redemption by
the Company, repayment at the option of the Holder or acceleration of the maturity hereof, in lieu
of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or acceleration. The
“Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue
Price (as set forth on the face hereof) 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 this Security 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 this Security) 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 this Security to the
date of determination, minus (c) any amount considered as part of the “stated redemption price at
maturity” of this Security which has been paid on this Security from the date of issue to the date
of determination.




     Section 7. Modification and Waivers. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such amendment may be
effected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected
thereby. The Indenture also contains provisions permitting the Holders of not less than 66-2/3% in
principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain provisions of the Indenture. Provisions
in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all
Outstanding Securities of any series to waive on behalf of all of the Holders of all the Securities
of such series and any related coupons certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this
Security and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.



     Section 8. Ranking; Obligation of the Company Absolute. The Securities are unsecured
and rank pari passu with all other unsecured and unsubordinated indebtedness of the Company.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the Specified Currency herein prescribed.



     Section 9. Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.



     Section 10. Authorized Denominations. Unless otherwise provided on the face hereof,
this Security is issuable only in registered form without coupons issued in denominations of



3









 




$1,000 or any amount in excess thereof which is an integral multiple of $1,000. If this
Security is denominated in a Specified Currency other than U.S. dollars or is an Original Issue
Discount Security, this Security shall be issuable in the denominations set forth on the face
hereof.




     Section 11. Registration of Transfer. As provided in the Indenture and subject to
certain limitations herein and therein set forth, the transfer of this Security is registrable in
the Security Register upon surrender of this Security for registration of transfer at a Place of
Payment for the series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.



     If the registered owner of this Security is the Depository (such a Security being referred to
herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the Company within 90 days
following notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In addition, the Company may
at any time determine not to have Securities represented by this Global Security and, in such
event, will issue Securities in certificated form in exchange in whole for this Global Security
representing such Security. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in certificated form of Securities equal in
principal amount to such beneficial interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in denominations of $1,000 (or such other
denomination as shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without coupons.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.



     Section 12. Events of Default. If an Event of Default with respect to the Securities
of the series of which this Security forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in the manner and with the effect
provided in the Indenture.



     Section 13. Defined Terms. All terms used in this Security which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.



     Section 14. Governing Law. This Security shall be governed by and construed in
accordance with the law of the State of New York.



4









 






ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



     TEN COM  -  as tenants in common



     TEN ENT  -  as tenants by the entireties



     JT TEN  -  as joint tenants with right of survivorship and not as tenants in common



     UNIF GIFT MIN ACT  -                                                  
Custodian
                                                



(Cust.)                     



(Minor)



Under Uniform Gifts to Minors Act




                                                            

                    (State)




     Additional abbreviations may also be used though not in the above list.



 









 





ASSIGNMENTS




FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto:




PLEASE INSERT SOCIAL SECURITY OR OTHER



   IDENTIFYING
NUMBER OF ASSIGNEE:                                                             




	 	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 
	 	 




(Please print or type name and address,

including zip code of assignee)



 




the within Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and
appoint:



 


Attorney to transfer the said Security on the books of the within-named Company, with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 

	 	 	 	 	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Security in every particular, without
alteration or enlargement or any change whatsoever.	 	 





SIGNATURE GUARANTEED:



                                                            






 









 








OPTION TO ELECT REPAYMENT




          The undersigned hereby irrevocably requests and instructs the Company to repay this Security
(or the portion thereof specified below), pursuant to its terms, on the “Repayment Date” first
occurring after the date of receipt of the within Security as specified below, at a Repayment Price
equal to 100% of the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:




 




(Please Print or Type Name and Address of the Undersigned.)




          For this Option to Elect Repayment to be effective, this Security with the Option to Elect
Repayment duly completed must be received at least 30 but not more than 45 days prior to the
Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day)
by the Company at its office or agency, which will be located initially at the office of the
Trustee at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005,
Attention: Corporate Trust & Agency Services.




          If less than the entire principal amount of the within Security is to be repaid, specify the
portion thereof (which shall be $1,000 or an integral multiple thereof) which is to be repaid:
$                    .




          If less than the entire principal amount of the within Security is to be repaid, specify the
denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral
multiple of $1,000; provided that any remaining principal amount of this Security shall not
be less than the minimum denomination of such Security): $                    .




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
 
	 

	 	 	 	 	 	Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Security in every particular
without alterations or enlargement or any change
whatsoever.






 









 






Exhibit 4.3(b)



THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS ACCOUNT, A DEPOSIT
OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.




CUSIP NO.                                     




REGISTERED
PRINCIPAL AMOUNT $                    




No. FL -                    




KEYCORP

MEDIUM-TERM NOTE, SERIES I

(FLOATING RATE)




Due from 9 Months or More from Date of Issue



If the registered owner of this Security (as indicated below) is The Depository Trust Company (the
“Depository”) or a nominee of the Depository, this Security is a Global Security and the following
two legends apply:



Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an
interest herein.



Unless and until this certificate is exchanged in whole or in part for Notes in certificated form,
this certificate may not be transferred except as a whole by the Depository to a nominee thereof or
by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor of the Depository or a nominee of such successor.



IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND “INITIAL ACCRUAL PERIOD OID”
(COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES.





1









 










ISSUE PRICE:




ORIGINAL ISSUE DATE:




STATED MATURITY:




BASE RATE:

 If LIBOR: o Reuters Page LIBOR01

               
   o Other:




INITIAL INTEREST RATE:




INDEX MATURITY:




SPREAD (PLUS OR MINUS):




SPREAD MULTIPLIER:




CALCULATION AGENT:




CALCULATION DATE:




SINKING FUND:




MAXIMUM INTEREST RATE:




MINIMUM INTEREST RATE:




CMT TELERATE PAGE:




INTEREST DETERMINATION DATE:




INTEREST RESET PERIOD:




INTEREST RESET DATES:




INTEREST PAYMENT PERIOD:




INTEREST PAYMENT DATES:




PAYING AGENT:




PLACE OF PAYMENT:







OPTION TO ELECT REPAYMENT: o YES   o NO




REPAYMENT DATE(S):




REPAYMENT PRICE:




OPTIONAL REDEMPTION: o YES   o NO




INITIAL REDEMPTION DATE:




ADDITIONAL REDEMPTION DATES:




INITIAL REDEMPTION PERCENTAGE:




ANNUAL REDEMPTION PERCENTAGE 

REDUCTION:




MINIMUM DENOMINATIONS:

o $1,000

o Other:




SPECIFIED CURRENCY:

United States Dollars:

o YES   o NO




FOREIGN CURRENCY:




OPTION TO
RECEIVE PAYMENTS IN SPECIFIED 

CURRENCY OTHER THAN U.S.
DOLLARS:


o YES   o NO




EXCHANGE RATE AGENT:




ADDITIONAL AMOUNTS:




DEFEASANCE: o YES   o NO




COVENANT DEFEASANCE: o YES   o NO




OPTIONAL INTEREST RATE RESET:

oYES   o NO




OPTIONAL INTEREST RATE RESET DATES:




TOTAL AMOUNT OF OID:




INITIAL ACCRUAL PERIOD OID:




ORIGINAL YIELD TO MATURITY:




OTHER/DIFFERENT PROVISIONS:









2









 





     KEYCORP, an Ohio corporation (herein referred to as the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
                                               Dollars ($) on the Stated Maturity shown above (except to the extent redeemed,
repaid or renewed prior to the Stated Maturity) and to pay interest thereon at the Initial Interest
Rate shown above from the Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date (if the first Interest Reset Date is later than the
Original Issue Date) and thereafter at the interest rate determined by reference to the Base Rate
shown above, plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
shown above, determined in accordance with the provisions on the reverse hereof, until the
principal hereof is paid or duly made available for payment; provided, however,
that the interest rate in effect for the 10 days immediately prior to the Maturity Date (as defined
below) of this Security will be that in effect on the 10th day preceding such date. The Company
will pay interest on each Interest Payment Date specified above, commencing with the first Interest
Payment Date (except as provided in the next succeeding paragraph) next succeeding the Original
Issue Date, and on the Stated Maturity, any Redemption Date or Repayment Date (such terms together
are hereinafter referred to as a “Maturity Date” with respect to the principal repayable on such
date); provided, however, that any payment of principal (or premium, if any) or
interest to be made on any Interest Payment Date or on the Maturity Date that is not a Business Day
(as defined below) shall be made on the next succeeding Business Day (except that in the case of
interest payments on an Interest Payment Date and if the Base Rate specified above is LIBOR or
EURIBOR, and such day falls in the next succeeding calendar month, such payment will be made on the
next preceding London Business Day or TARGET Business Day, respectively) as described on the
reverse hereof.



     For purposes of this Security, unless otherwise specified on the face hereof, “Business Day”
means any day, other than a Saturday or Sunday, that is not a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order to close in New
York City; 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 below) of the country
issuing the Specified Currency (or if the Specified Currency is the euro or if the Base Rate
specified is EURIBOR, such day is also a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open); provided further, that with respect
to Securities to which LIBOR (as defined below) is an applicable interest rate basis, such day is
also a London Business Day.



     “Principal Financial Center” means the capital city of the country issuing the Specified
Currency, except 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 New York City, Sydney, Toronto, London (solely in the case of the designated LIBOR
currency), Wellington, Johannesburg and Zurich, respectively.



     “London Business Day” means a day on which commercial banks are open for business (including
dealings in the designated LIBOR Currency) in London.



     “TARGET Business Day” means a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer System is open for business.



3









 





     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture (referred to on the reverse hereof), be paid to the person
(the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the 15th day (whether or not a Business Day) next preceding such Interest
Payment Date (a “Regular Record Date”); provided, however, that, if this Security
was issued between a Regular Record Date and the initial Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Original Issue Date and ending on
such initial Interest Payment Date shall be paid on the Interest Payment Date following the next
succeeding Regular Record Date to the Holder on such Regular Record Date; and provided
further that interest payable on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any such interest not so punctually paid or duly provided for
(“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date (the “Special Record
Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the
reverse hereof), notice whereof shall be given to the Holder of this Security not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as
more fully provided in the Indenture.



     Unless otherwise specified above, all payments in respect of this Security will be made in
U.S. dollars regardless of the Specified Currency shown above unless the Holder hereof makes the
election described below. If the Specified Currency shown above is other than U.S. dollars, the
Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in
respect hereof into U.S. dollars in the manner described on the reverse hereof; provided,
however, that the Holder hereof may, if so indicated above, elect to receive all payments
in such Specified Currency by delivery of a written request to the corporate trust office of the
Trustee in New York City, on or prior to the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be. Such request may be in writing with a signature
guarantee, mailed or hand delivered, or by cable, telex or other form of facsimile transmission.
The Holder hereof may elect to receive payment in such Specified Currency for all principal,
premium, if any, and interest payments and need not file a separate election for each payment. Such
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 days prior to the Stated Maturity, as the case may be. Notwithstanding the foregoing, if
the Company determines that the Specified Currency is not available for making payments in respect
hereof due to the imposition of exchange controls or other circumstances beyond the Company’s
control, or is no longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international banking community,
then the Holder hereof may not so elect to receive payments in the Specified Currency and any such
outstanding election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.



     In the event of an official redenomination of the Specified Currency, the obligations of the
Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such redenomination. In no event
shall any adjustment be made to any amount payable hereunder as a



4









 




result of any change in the value of the Specified Currency shown above relative to any other
currency due solely to fluctuations in exchange rates.




     Unless otherwise shown above, payment of interest on this Security (other than on the Maturity
Date) will be made by check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S. dollars and the
Holder hereof is the Holder of U.S.$1,000,000 or more in aggregate principal amount of Securities
of the series of which this Security is a part (whether having identical or different terms and
provisions) or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected to
receive payments in such Specified Currency as provided for above, such interest payments will be
made by transfer of immediately available funds, but only if appropriate instructions have been
received in writing by the Trustee on or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder may provide appropriate instructions
to the Trustee, and all such payments will be made in immediately available funds to an account
maintained by the payee with a bank, but only if such bank has appropriate facilities therefor.
Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon
payable on the Maturity Date will be paid in immediately available funds upon surrender of this
Security at the corporate trust office of the Trustee maintained for that purpose in the Borough of
Manhattan, The City and State of New York (or at such other location as may be specified above).
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 above, any tax,
assessment or governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE.



5









 





     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
facsimile corporate seal.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attest:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Assistant Secretary	 	 
	[Seal]
	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	 
	 	 	 	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 






6









 






[REVERSE OF NOTE]




KEYCORP

MEDIUM-TERM NOTE, SERIES I




     Section 1. General. This Security is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued in one or more series
under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time
to time (herein called the “Indenture”), between the Company and Deutsche Bank Trust Company
Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture with respect to a series of which this Security is a part), to which indenture and
all indentures supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture
dated as of November 14, 2001, copies of which are available from the Company or the Trustee. This
Security is one of the series designated on the face hereof, which is unlimited in aggregate
principal amount.



     Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments
to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face
hereof or a successor thereto (the “Exchange Rate Agent”) based on the highest bid quotation in New
York City 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 selected by the Exchange
Rate Agent (one of which may be the Exchange Rate Agent unless the Exchange Rate Agent is the
applicable agent to or through which this Security was originally sold) 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 Securities denominated in
a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three of such bid quotations are not available, payments will be
made in the Specified Currency.



     Except as set forth below, if the Specified Currency is other than U.S. dollars and the
Specified Currency is not available due to the imposition of exchange controls or to other
circumstances beyond the Company’s control, or is no longer used by the government of the country
issuing such currency or for settlement of transactions by public institutions of or within the
international banking community, the Company will be entitled to make payments in U.S. dollars on
the basis of the noon buying rate in New York City for cable transfers of such 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 for
such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange
Rate is then not available, on the basis of the most recently available Market Exchange Rate or as
otherwise indicated on the face hereof. Any payment made under such circumstances in U.S. dollars
where the required payment is in a



1









 




Specified Currency other than U.S. dollars will not constitute an Event of Default or Default
under the Indenture.




     All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder of this Security.



     All currency exchange costs will be borne by the Holder of this Security through deductions
from payments otherwise due to such Holder.



     Section 3. Interest Rate Calculations. Unless otherwise set forth on the face hereof,
the following provisions of this Section 3 shall apply to the calculation of interest on this
Security. If the first Interest Reset Date is later than the Original Issue Date, this Security
will bear interest from its Original Issue Date to the first Interest Reset Date (as defined below)
at the Initial Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon for
each Interest Reset Period (as defined below) will be determined by reference to the Base Rate set
forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or other formula, if
any, set forth on the face hereof.



     As set forth on the face hereof, this Security may also have either or both of the following:
(i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Interest
Reset Period (“Maximum Interest Rate”); and (ii) a minimum limitation, or floor, on the rate at
which interest may accrue during any Interest Reset Period (“Minimum Interest Rate”). In addition
to any Maximum Interest Rate that may be set forth on the face hereof, the interest rate on this
Security 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.



     The rate of interest hereon will be reset daily, weekly, monthly, quarterly, semiannually or
annually (each, an “Interest Reset Period”) as set forth on the face hereof. The “Interest Reset
Date” is the first day of each Interest Reset Period and will be, if this Security resets (i)
daily, each Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set forth
on the face hereof is the Treasury Rate); weekly and if the Base Rate set forth on the face hereof
is the Treasury Rate, the Tuesday of each week; (iii) monthly, the third Wednesday of each month;
(iv) quarterly, the third Wednesday of March, June, September and December of each year; (v)
semiannually, the third Wednesday of each of the two months which are six months apart as set forth
on the face hereof; and (vi) annually, the third Wednesday of one month of each year set forth on
the face hereof. If any Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be the next succeeding Business Day, except that, if the Base Rate
set forth on the face hereof is LIBOR or EURIBOR, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding London Business Day or
TARGET Business Day, respectively.



     The “Interest Determination Date” is 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. If the Base Rate set forth on the face hereof is the CD Rate, the
CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, the CMS Rate or the Prime Rate, the
Interest Determination Date pertaining to an Interest Reset Date for this



2









 




Security will be the second Business Day next preceding such Interest Reset Date. If the Base
Rate set forth on the face hereof is the Eleventh District Cost of Funds Rate, the Interest
Determination Date pertaining to an Interest Reset Date for this Security will be the last working
day of the month immediately preceding such Interest Reset Date on which the Federal Home Loan Bank
of San Francisco published the Eleventh District Cost of Funds Index (the “Eleventh District Cost
of Funds Index”). If the Base Rate set forth on the face hereof is LIBOR or EURIBOR, the Interest
Determination Date pertaining to an Interest Reset Date for this Security will be the second London
Business Day or TARGET Business Day, respectively, next preceding such Interest Reset Date (unless
the designated LIBOR Currency is British pounds sterling, in which case the Interest Determination
Date will be the Interest Reset Date). If the Base Rate set forth on the face hereof is the
Treasury Rate, the Interest Determination Date pertaining to an Interest Reset Date for this
Security will be the day of the week in which such Interest Reset Date falls on which Treasury
bills of the same index maturity are 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 the following Tuesday, except that such auction may be held on the preceding Friday. If, as the
result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the
Interest Determination Date pertaining to the Interest Reset Date occurring in the next week. If an
auction falls on any Interest Reset Date, then the Interest Reset Date will instead be the first
Business Day immediately following the auction sale.




     Unless otherwise set forth on the face hereof, the “Calculation Date,” where applicable,
pertaining to an Interest Determination Date is the earlier of (i) the 10th calendar day after such
Interest Determination Date, or if any such day is not a Business Day, the next succeeding Business
Day or (ii) the Business Day immediately preceding the applicable Interest Payment Date or the
Stated Maturity, as the case may be.



     The Company will appoint and enter into an agreement with an agent (a “Calculation Agent”) to
calculate the rate of interest on the Securities of this series which bear interest at a floating
rate. Unless otherwise set forth on the face hereof, KeyBank National Association will be the
Calculation Agent. At the request of the Holder hereof, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will become effective on
the next succeeding Interest Reset Date.



     Notwithstanding any of the foregoing, the interest rate thereon shall not be greater than the
Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face
hereof. In addition, the interest rate hereon shall 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.



     Interest will be payable on, unless specifically set forth on the face hereof, if this
Security resets (i) daily, weekly or monthly, the third Wednesday of each month or the third
Wednesday of March, June, September and December of each year, as set forth on the face hereof
unless if the Base Rate is the Eleventh District Cost of Funds Rate; (ii) monthly and the Base Rate
set forth on the face hereof is the Eleventh District Cost of Funds Rate, then the first calendar
day of each month as set forth on the face hereof; (iii) quarterly, the third Wednesday of March,
June, September and December of each year; (iv) semiannually, the third Wednesday of each of the




3











 




two months set forth on the face hereof; and (v) annually, the third Wednesday of the month
set forth on the face hereof (each, an “Interest Payment Date”), and in each case, on the Maturity
Date or at redemption or repurchase.




     The interest payable hereon on each Interest Payment Date and on the Maturity Date shall be
the amount of interest accrued from and including the Original Issue Date or the last Interest
Payment Date to which interest has been paid or duly provided for, as the case may be, to, but
excluding, the next succeeding Interest Payment Date or the Maturity Date, as the case may be. If
the Stated Maturity falls on a day which is not a Business Day, the payment of principal, premium,
if any, and interest with respect to the Stated Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on the Stated Maturity, and no interest
shall accrue on the amount so payable as a result of such delayed payment. If an Interest Payment
Date other than the Stated Maturity falls on a day that is not a Business Day, such Interest
Payment Date will be postponed to the next day that is a Business Day and interest will accrue for
the period of such postponement (except if the Base Rate specified above is LIBOR or EURIBOR, and
such day falls in the next succeeding calendar month, such Interest Payment Date will be advanced
to the immediately preceding London Business Day or TARGET Business Day, respectively), it being
understood that, to the extent this sentence is inconsistent with Section 112 of the Indenture, the
provisions of this sentence shall apply in lieu of such Section.



     Accrued interest will be calculated by multiplying the principal amount hereof by an accrued
interest factor. The accrued interest factor will be computed by adding the interest factor
calculated for each day in the interest period or from the date from which accrued interest is
being calculated. The interest factor for each such day is computed by dividing the interest rate
in effect on that day (1) by 360, if the Base Rate set forth on the face hereof is the CD Rate,
Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate, LIBOR, CMS Rate or Eleventh
District Cost of Funds Rate (as described below), or (2) by the actual number of days in the year,
if the Base Rate set forth on the face hereof is the Treasury Rate or CMT Rate. The interest rate
applicable to any day that is an Interest Reset Date is the interest rate as determined, in
accordance with the procedures hereinafter set forth, with respect to the Interest Determination
Date pertaining to such Interest Reset Date. The interest rate applicable to any other day is the
interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate, as set forth on the face hereof).



     All percentages used in or resulting from any calculation with respect hereto will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward (e.g., 7.123455% (or 0.07123455) being rounded to 7.12346% (or
0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)). 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).



     Subject to applicable provisions of law and except as specified herein, with respect to each
Interest Determination Date, the rate of interest shall be the rate determined by the Calculation
Agent in accordance with the provisions of the applicable heading below.



4









 





     Determination of CD Rate. If the Base Rate set forth on the face hereof is the CD
Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate, plus or minus any Spread, and/or multiplied by any Spread
Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the “CD Rate” means, with
respect to any Interest Determination Date, the rate on such date for negotiable U.S. dollar
certificates of deposit having the Index Maturity set forth on the face hereof as published by the
Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected
Interest Rates,” or any successor publication of the Board of Governors of the Federal Reserve
System (“H.15(519)”) under the heading “CDs (secondary market)” (or any other heading that is the
then applicable heading established to describe such Index Maturity).



     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.



     However, if the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit having the Index
Maturity set forth on the face hereof 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).” “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.bog.frb.fed.us/releases/h15/update, or any successor site or publication. If by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date,
such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic
source, the Calculation Agent will determine the CD Rate on such Interest Determination Date and it
will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City
time, on such Interest Determination Date, for certificates of deposit with a remaining maturity
closest to the Index Maturity set forth on the face hereof of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent
for negotiable U.S. dollar certificates of deposit of major United States money center banks in the
market for negotiable certificates of deposit. However, if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as set forth above, the CD Rate in effect for the
applicable period will be the same as the CD Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Rate Period, the rate of interest payable on the CD Rate
Notes for which such CD Rate is being determined shall be the Initial Interest Rate).



     Determination of CMS Rate. If the Base Rate set forth on the face hereof is the CMS
Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMS Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any,
set forth on the face hereof.



     Unless otherwise set forth on the face hereof, the CMS Rate for each Interest Reset Period
will be the rate on the applicable Interest Determination Date for the designated maturity



5









 







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 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 on the face hereof. 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.



     References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the United
States of America.



     Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT
Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the “CMT Rate” means, with
respect to any Interest Determination Date pertaining thereto:



     (i) If “Reuters Page FRBCMT” is the specified CMT Reuters Page on the face hereof, the CMT
Rate on the Interest Determination Date shall be a percentage equal to the yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof
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 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 Interest Determination Date shall be a percentage equal to the
yield for United States Treasury securities at “constant maturity” having the Index Maturity
specified on the face hereof and for such Interest Determination Date as set forth in H.15(519)
under the caption “Treasury Constant



6









 







Maturities.” (b) If such rate does not appear in H.15(519), the CMT Rate on such Interest
Determination Date shall be the rate for the period of the Index Maturity specified on the face
hereof as may then be published by either the Federal 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 on the face hereof for such Interest
Determination Date, the CMT Rate on such 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 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 on the face hereof, 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 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 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 on the face hereof, 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 on the face
hereof 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 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 Interest Determination Date shall be the CMT Rate in effect on such Interest
Determination Date.



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



7









 




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 Interest Determination Date shall be a percentage equal
to the one-week or one-month, as specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof
for the week or month, as applicable, preceding such 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 Interest Determination Date shall be the one-week or one-month, as
specified on the face hereof, average yield for United States Treasury securities at “constant
maturity” having the Index Maturity specified on the face hereof 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 Interest Determination Date falls. (c) If the
Federal Reserve Bank of New York does not publish a one-week or one-month, as specified on the face
hereof, average yield on United States Treasury securities at “constant maturity” having the Index
Maturity specified on the face hereof for the applicable week or month, the CMT Rate on such
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 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 on the face hereof, 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 Interest Determination Date shall be the rate on the 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 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
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 on the face hereof, 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 on the face hereof 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 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




8









 







three such prices are provided as requested, the CMT Rate determined as of such Interest
Determination Date shall be the CMT Rate in effect on such Interest Determination Date.




     Determination of Commercial Paper Rate. If the Base Rate set forth on the face hereof
is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Commercial Paper Rate, plus or minus any Spread,
and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and Maximum
Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof,
the “Commercial Paper Rate” means, with respect to any Interest Determination Date pertaining
thereto, the Money Market Yield (calculated as described below) of the rate on such date for
commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be
published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date under the
caption “Commercial Paper — Nonfinancial.” 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 shall be the Money
Market Yield of the rate on such Interest Determination Date for commercial paper having the Index
Maturity set forth on the face hereof 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.” If by 3:00 p.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or
another recognized electronic source, the Commercial Paper Rate on such Interest Determination Date
shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date
of three leading dealers in commercial paper in New York City selected by the Calculation Agent for
commercial paper having the Index Maturity set forth on the face hereof placed for an industrial
issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized securities rating
organization. However, if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate in
effect for the applicable period will be the same as the Commercial Paper Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being
determined shall be the Initial Interest Rate).



     “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 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.




     Determination of Eleventh District Cost of Funds Rate. If the Base Rate set forth on
the face hereof is the Eleventh District Cost of Funds Rate, this Security will bear interest for
each Interest Reset Period at the Interest Rate calculated with reference to the Eleventh District
Cost of Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and
subject



9









 







to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, “Eleventh District Cost of Funds Rate” means, with
respect to any Interest Determination Date, 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.



     (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.



     Determination of EURIBOR. If the Base Rate set forth on the face hereof is EURIBOR,
this Security will bear interest for each Interest Reset Period at the interest rate calculated
with reference to EURIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier,
and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the
face hereof. With respect to Securities indexed to EURIBOR, unless otherwise set forth on the face
hereof, 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 on the face hereof, EURIBOR means, with respect to any 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
on the face hereof, beginning on the second TARGET Business Day after such Interest



10









 







Determination Date, as that rate appears on Reuters Page EURIBOR 01 as of 11:00 a.m., Brussels
time, on such 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 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 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 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 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.



     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.



     Determination of Federal Funds Rate. If the Base Rate set forth on the face hereof is
the Federal Funds Rate, this Security will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds Rate, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum
Interest



     Unless otherwise specified on the face hereof, “Federal Funds Rate” means the rate determined
by the Calculation Agent, with respect to any Interest Determination Date, in accordance with the
following provisions:



     (i) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate on the face
hereof, the Federal Funds Rate as of the applicable 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 Interest



11









 







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 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 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 Interest
Determination Date will be the Federal Funds Rate in effect on such Interest Determination Date.



     (ii) If “Federal Funds Open Rate” is the specified Federal Funds Rate on the face hereof, the
Federal Funds Rate as of the applicable 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 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 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
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 Interest Determination Date will be the Federal Funds Rate in effect on such
Interest Determination Date.



     (iii) If “Federal Funds Target Rate” is the specified Federal Funds Rate on the face hereof,
the Federal Funds Rate as of the applicable 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 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 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



12









 







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 Interest Determination Date.



     Determination of LIBOR. If the Base Rate set forth on the face hereof is LIBOR, this
Security will bear interest for each Interest Reset Period at the interest rate calculated with
reference to LIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face
hereof. With respect to Securities indexed to the London interbank offered rate for U.S. dollar
deposits, unless otherwise set forth on the face hereof, “LIBOR” for each Interest Determination
Date will be determined by the Calculation Agent in accordance with the following provisions:



     LIBOR will mean the rate for deposits in the designated LIBOR Currency (as defined below) of
the Index Maturity set forth on the face hereof, as such rate is displayed on Reuters on page
LIBOR01 (or any other page as may replace such page on such service for the purposes of displaying
the London inter-bank rates of major banks for the designated LIBOR Currency) as of 11:00 a.m.,
London time, on such Interest Determination Date (“Reuters Page LIBOR01”).



     On any Interest Determination Date on which no rate is displayed on Reuters Page LIBOR01, the
Calculation Agent will request the principal London offices of each of four major banks in the
London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotation for deposits in United States dollars for the period of the specified
Index Maturity to prime banks in the London interbank market at approximately 11:00 a.m., London
time, on such Interest Determination Date and in a principal amount that is representative of a
single transaction in such market at such time. If at least two such quotations are provided, LIBOR
will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Interest Determination Date will be the arithmetic mean of 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 such Interest Determination Date for
loans in LIBOR Currency to leading European banks, for the period of the specified Index Maturity
and in a principal amount that is representative of a single transaction in such market at such
time. However, if fewer than three banks as selected by the Calculation Agent are quoting rates as
mentioned in the prior sentence, “LIBOR” for such Interest Reset Period will be the same as LIBOR
for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable on the LIBOR Notes for which LIBOR is being determined shall
be the Initial Interest Rate).



     “LIBOR Currency” means the currency specified on the face hereof as to which LIBOR shall be
calculated or, if no such currency is specified, United States dollars.



     Determination of Prime Rate. If the Base Rate set forth on the face hereof is the
Prime Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any,
set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Prime Rate”
means, with respect to any Interest Determination Date pertaining thereto, the prime rate or base
lending



13









 







rate on such 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 caption “Bank Prime Loan” (or any
other heading that is the then applicable heading established to describe such Index Maturity). If
such rate is not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Prime Rate will be the rate on such Interest Determination
Date as published in H.15 Daily Update, or such other recognized source used for the purpose of
displaying such rate, under the caption “Bank Prime Loan.”



     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 named on the Reuters 3000 Xtra Service (or any successor service) screen designated as
“USPRIME1” (such term to include such other page as may replace the USPRIME1 page on that service
for the purpose of displaying Prime Rates or base lending rates of major U.S. banks) as that bank’s
Prime Rate or base lending rate as in effect for such Interest Determination Date. If at least one
rate but fewer than four such rates appear on the USPRIME1 for such Interest Determination Date,
the Prime Rate shall 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 360) as of the close of business on such
Interest Determination Date by three major money center banks in New York City selected by the
Calculation Agent. 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.



     Determination of Treasury Rate. If the Base Rate set forth on the face hereof is the
Treasury Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any,
set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Treasury Rate”
means, with respect to any Interest Determination Date pertaining thereto, the rate from the
auction of direct obligations of the United States (“Treasury bills”) held on such Interest
Determination Date having the Index Maturity set forth on the face hereof under the caption “INVEST
RATE” on the display on Reuters on 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 such Interest Determination Date.
However, if not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination 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.” 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 sentence, 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 the Treasury.
In the event that the results of the most recent auction of Treasury bills having the Index
Maturity set forth on the face hereof are not published or announced as described above by 3:00
p.m., New York City time, on such 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



14









 







having the Index Maturity specified on the face hereof 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).” 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 such Interest Determination Date, of three leading primary United
States government securities dealers in New York City selected by the Calculation Agent for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity set forth on the
face hereof. However, if the dealers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in the prior sentence, the Treasury Rate for the applicable period will remain the
Treasury Rate then in effect on that Interest Determination Date (or, if there was no such Interest
Determination Date, the rate of interest payable on the Treasury Rate Notes for which the Treasury
Rate is being determined shall be the Initial Interest Rate).



     “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.




     Section 4. Redemption. If so specified on the face hereof, the Company may at its
option redeem this Security in whole or from time to time in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not be less than the minimum authorized
denomination of such Security) on or after the date designated as the Initial Redemption Date on
the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or,
if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by
the Initial Redemption Percentage specified on the face hereof, together with accrued interest to
the Redemption Date. Such Initial Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified
on the face hereof until the redemption price is 100% of such amount. The Company may exercise
such option by causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the Redemption Date. In the event of redemption of this Security in part
only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of
which this Security is a part, with differing issue dates, interest rates and stated maturities are
to be redeemed, the Company in its sole discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. If less than all of the Securities with like tenor and



15









 







terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.



     Section 5. Repayment. If so specified on the face hereof, this Security shall be
repayable prior to the Stated Maturity at the option of the Holder on each applicable Repayment
Date shown on the face hereof at the Repayment Price shown on the face hereof, together with
accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent
must receive at least 30 but not more than 45 days prior to a Repayment Date this Security with the
form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set
forth in Section 308 of the Indenture, any tender of this Security for repayment shall be
irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in
part in increments of $1,000 (provided that any remaining principal amount of this Security shall
not be less than the minimum authorized denomination hereof). Upon any partial repayment, this
Security shall be canceled and a new Security or Securities for the remaining principal amount
hereof shall be issued in the name of the Holder of this Security.



     Section 6. Sinking Fund. Unless otherwise specified on the face hereof, this Security
will not be subject to any sinking fund.



     Section 7. Discount Securities. If this Security (such Security being referred to as
an “Original Issue Discount Security”) (a) has been issued at an Issue Price lower, by more than a
de minimis amount (as determined under United States federal income tax rules applicable to
original issue discount instruments), than its “stated redemption price at Maturity” (as defined
below) and (b) would be considered an original issue discount security for United States federal
income tax purposes, then the amount payable on this Security in the event of redemption by the
Company, repayment at the option of the Holder or acceleration of the maturity hereof, in lieu of
the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or acceleration. The
“Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue
Price (as set forth on the face hereof) 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 this Security 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 this Security) 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 this Security to the
date of determination, minus (c) any amount considered as part of the “stated redemption price at
maturity” of this Security which has been paid on this Security from the date of issue to the date
of determination.



     Section 8. Modifications and Waivers. The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series. Such amendment may be
effected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected
thereby. The Indenture also contains provisions permitting the Holders of not less than 66-2/3% in
principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain provisions of the Indenture.



16









 




Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal
amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all
the Securities of such series and any related coupons certain past defaults under the Indenture and
their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.




     Section 9. Ranking; Obligations of the Company Absolute. The Securities are unsecured
and rank pari passu with all other unsecured and unsubordinated indebtedness of the Company.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the Specified Currency herein prescribed.



     Section 10. Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.



     Section 11. Authorized Denominations. Unless otherwise provided on the face hereof,
this Security is issuable only in registered form without coupons issued in denominations of $1,000
or any amount in excess thereof which is an integral multiple of $1,000. If this Security is
denominated in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the face hereof.



     Section 12. Registration of Transfer. As provided in the Indenture and subject to
certain limitations herein and therein set forth, the transfer of this Security is registrable in
the Security Register upon surrender of this Security for registration of transfer at a Place of
Payment for the series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.



     If the registered owner of this Security is the Depository (such a Security being referred to
herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the Company within 90 days
following notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In addition, the Company may
at any time determine not to have Securities represented by this Global Security and, in such
event, will issue Securities in certificated form in exchange in whole for this Global Security
representing such Security. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in certificated form of Securities equal in
principal amount to such beneficial interest and to have such Securities registered in its name.
Securities



17









 







so issued in certificated form will be issued in denominations of $1,000 (or such other
denomination as shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without coupons.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.



     Section 13. Events of Default. If an Event of Default with respect to the Securities
of the series of which this Security forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in the manner and with the effect
provided in the Indenture.



     Section 14. Defined Terms. All terms used in this Security which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.



     Section 15. Governing Law. This Security shall be governed by and construed in
accordance with the law of the State of New York.



18









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



     TEN COM  -  as tenants in common



     TEN ENT  -  as tenants by the entireties



     JT TEN  -  as joint tenants with right of survivorship and not as tenants in common



	 	 	 	 	 	 	 	 	 
	     UNIF GIFT MIN ACT -  

	 	 	 	Custodian	 	 	 	 
	 

	 	 

(Cust.)
	 	 	 	 

(Minor)
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	(State)	 	 	 	 






     Additional abbreviations may also be used though not in the above list.



 









 





ASSIGNMENTS




FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto:




PLEASE INSERT SOCIAL SECURITY OR OTHER




					
	IDENTIFYING NUMBER OF ASSIGNEE:
	 	 	 	 
	 

	 	 

	 	 
	 
	 
	 	 
	 






 




(Please print or type name and address,



including zip code of assignee)


the within Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and
appoint:



 

Attorney to transfer the said Security on the books of the within-named Company, with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 	 	 	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Security in every particular, without
alteration or enlargement or any change whatsoever.	 	 






SIGNATURE GUARANTEED:




	 	 	 
	 


	 	 






 









 





OPTION TO ELECT REPAYMENT




          The undersigned hereby irrevocably requests and instructs the Company to repay this Security
(or the portion thereof specified below), pursuant to its terms, on the “Repayment Date” first
occurring after the date of receipt of the within Security as specified below, at a Repayment Price
equal to 100% of the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:




 



(Please Print or Type Name and Address of the Undersigned.)




          For this Option to Elect Repayment to be effective, this Security with the Option to Elect
Repayment duly completed must be received at least 30 but not more than 45 days prior to the
Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day)
by the Company at its office or agency, which will be located initially at the office of the
Trustee at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005,
Attention: Corporate Trust & Agency Services.




          If less than the entire principal amount of the within Security is to be repaid, specify the
portion thereof (which shall be $1,000 or an integral multiple thereof) which is to be repaid:
$                    .




          If less than the entire principal amount of the within Security is to be repaid, specify the
denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral
multiple of $1,000; provided that any remaining principal amount of this Security shall not
be less than the minimum denomination of such Security): $                                        .




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 	 	 	 	Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Security in every particular
without alterations or enlargement or any change
whatsoever.	 	 







 











 





Exhibit 4.3(c)



THIS MASTER GLOBAL NOTE IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS ACCOUNT, A
DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.




					
	 	 	 	 	 
	REGISTERED
	 	KEYCORP
	 	REGISTERED
	 
	 	MEDIUM-TERM NOTE, SERIES I	 	 
	 
	 	(MASTER GLOBAL NOTE)	 	 






No.                     



If the registered owner of this Master Global Note (as indicated below) is The Depository Trust
Company (the “Depository”) or a nominee of the Depository, this Master Global Note is a Global
Security and the following legend applies:



Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an
interest herein.



KEYCORP, an Ohio corporation (herein referred to as the “Issuer,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or its registered assigns: (i) on each principal payment date, including each
amortization date, redemption date, repayment date, maturity date, and extended maturity date, as
applicable, of each obligation identified on the records of the Issuer (which records are
maintained by Deutsche Bank Trust Company Americas (the “Paying Agent”)) as being evidenced by this
Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on
each interest payment date, if any, the interest then due and payable on the principal amount for
each such obligation. Payment shall be made by wire transfer of United States dollars to the
registered owner, or immediately available funds or the equivalent to a party as authorized by the
registered owner and in the currency other than United States dollars as provided for in each such
obligation, by the Paying Agent without the necessity of presentation and surrender of this Master
Global Note.



REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE
REVERSE HEREOF.



This Master Global Note is a valid and binding obligation of the Issuer.




1









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 
	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 

	 	 	 	 

Assistant Secretary
	 	 
	 
	 	 	 	 	 	 
	[Seal]
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	Dated:                     	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:	 	 
	 
	 	 	 	 	 	 
	 	 	This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







2









 








[REVERSE OF NOTE]




KEYCORP

MEDIUM-TERM NOTE, SERIES I

(MASTER GLOBAL NOTE)




     This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer,
which shall form a part of the Issuer’s unsecured, unsubordinated medium-term notes, Series I due
nine months or more from the date of issue (“Series I”), all issued or to be issued under and
pursuant to an Indenture dated as of June 10, 1994, as it may be supplemented from time to time
(the “Indenture”), duly executed and delivered by the Issuer to Deutsche Bank Trust Company
Americas, as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto
(including the Issuer’s Officer’s Certificate and Company Order, dated June 20, 2008, with respect
to, among other things, the establishment of Senior Medium-Term Notes, Series I) reference is
hereby made for a description of the rights, duties and immunities thereunder of the Issuer, the
Trustee and the holders of the Debt Obligations. As provided in the Indenture, the Debt
Obligations may mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption and repayment provisions, if any, may be subject to different
sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of
default, and may otherwise vary as in the Indenture provided or permitted. The Indenture was
amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, copies of which
are available from the Issuer or the Trustee. The Debt Obligations as evidenced by this Master
Global Note aggregated with any other indebtedness of the Issuer issued under Series I are
unlimited.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS SET FORTH IN THE
RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S)
TO THE PROSPECTUS SUPPLEMENT DATED JUNE 20, 2008, AND PROSPECTUS DATED JUNE 12, 2008 (EACH, AS IT
MAY BE AMENDED OR SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH ISSUANCE OF DEBT
OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN AND SHALL
COMPRISE A PART OF THIS MASTER GLOBAL NOTE.



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



     No reference herein to the Indenture and no provision of this Master Global Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the
times, places, and rates, and in the coin or currency, identified on the records of the Issuer.



1









 





     At the request of the registered owner, the Issuer shall promptly issue and deliver one or
more separate note certificates evidencing each Debt Obligation evidenced by this Master Global
Note. As of the date any such note certificate or certificates are issued, the Debt Obligations
which are evidenced thereby shall no longer be evidenced by this Master Global Note.



     Beneficial interests in the Debt Obligations evidenced by this Master Global Note are
exchangeable for definitive notes in registered form, of like tenor and of an equal aggregate
principal amount, only if (a) (i) The Depository Trust Company, as depositary (the “Depository”),
notifies the Issuer that it is unwilling or unable to continue as Depository for this Master Global
Note, or (ii) if at any time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and in either case, a successor depositary is not
appointed by the Issuer within 90 days after receiving notice or becoming aware the Depository is
unwilling or unable to continue as depositary or is no longer so registered; (b) in the case of any
other registered global note if (i) the clearing system(s) through which the notes are cleared and
settled is closed for business for a continuous period of 14 days, other than by reason of
holidays, statutory or otherwise; or (ii) the clearing system(s) through which the notes are
cleared and settled announces an intention to cease business permanently or does in fact do so; (c)
the Issuer in its sole discretion elects to issue definitive notes; or (d) after the occurrence of
an Event of Default relating to a Debt Obligation evidenced by this Master Global Note, beneficial
owners representing a majority in principal amount of such Debt Obligation advise the Depository or
other clearing system(s) through its participants to cease acting as depositary for such Debt
Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation
that are exchangeable pursuant to the preceding sentence shall be exchangeable in whole for
definitive notes in registered form, of like tenor and of an equal aggregate principal amount, in
minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Such
definitive notes shall be registered in the name or names of such person or persons as the
Depository shall instruct the registrar.



     Prior to due presentment of this Master Global Note for registration of transfer, the Issuer,
the Trustee or any agent of the Issuer or the Trustee may treat the holder in whose name this
Master Global Note is registered as the owner hereof for all purposes, whether or not this Master
Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by
notice to the contrary except as required by applicable law.




2









 








ASSIGNMENTS




FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto:




PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING
NUMBER OF ASSIGNEE:                                           




 





 




(Please print or type name and address,



including zip code of assignee)



the Master Global Note of KEYCORP and all rights thereunder and does hereby irrevocably constitute
and appoint:




 





Attorney to transfer the said Master Global Note on the books of the within-named Issuer, with full
power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	 	 	 	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Master Global Note in every particular,
without alteration or enlargement or any change
whatsoever.
	 
	 	 	 	 	 	 	 	 
	SIGNATURE

	 	GUARANTEED:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 









 





Exhibit 4.3(d)



THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS ACCOUNT, A DEPOSIT
OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.




CUSIP NO.
                                    




REGISTERED PRINCIPAL AMOUNT $                     




No. FX -                     




KEYCORP

SUBORDINATED MEDIUM-TERM NOTE, SERIES J

(FIXED RATE)




Due from 9 Months or More from Date of Issue



If the registered owner of this Security (as indicated below) is The Depository Trust Company (the
“Depository”) or a nominee of the Depository, this Security is a Global Security and the following
two legends apply:



Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an
interest herein.



Unless and until this certificate is exchanged in whole or in part for Notes in certificated form,
this certificate may not be transferred except as a whole by the Depository to a nominee thereof or
by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor of the Depository or a nominee of such successor.



IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND “INITIAL ACCRUAL PERIOD OID”
(COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES.




1









 










ISSUE PRICE:




ORIGINAL ISSUE PRICE:




STATED MATURITY:




MINIMUM DENOMINATIONS:

o $1,000

o Other:




SPECIFIED CURRENCY:

United States Dollars:

o YES   o NO




FOREIGN CURRENCY:




EXCHANGE RATE AGENT:




PAYING AGENT:




PLACE OF PAYMENT:




OPTION TO RECEIVE PAYMENTS IN 

SPECIFIED CURRENCY OTHER THAN


U.S. DOLLARS: o YES   o NO




INTEREST RATE:




COMPUTATION PERIOD:




INTEREST PAYMENT DATES IF OTHER THAN 

JUNE 15 AND DECEMBER 15:




REGULAR RECORD DATES IF OTHER THAN 

JUNE 1 AND DECEMBER 1:




OPTIONAL REDEMPTION: o YES   o NO




INITIAL REDEMPTION DATE:




ADDITIONAL REDEMPTION DATES:







INITIAL REDEMPTION PERCENTAGE:




ANNUAL REDEMPTION PERCENTAGE 

REDUCTION:




OPTION TO
ELECT REPAYMENT: o YES   o NO




REPAYMENT DATE(S):




REPAYMENT PRICE:




ADDITIONAL AMOUNTS:




DEFEASANCE:
o YES   o NO




COVENANT DEFEASANCE: o YES   o NO




OPTIONAL INTEREST RATE RESET:

o YES   o NO




OPTIONAL INTEREST RATE RESET DATES:




OPTIONAL EXTENSION OF MATURITY:

o YES   o NO




LENGTH OF EXTENSION PERIOD:




NUMBER OF EXTENSION PERIODS:




TOTAL AMOUNT OF OID:




ORIGINAL YIELD TO MATURITY:




INITIAL ACCRUAL PERIOD OID:




SINKING FUND:




OTHER/DIFFERENT PROVISIONS:









2









 





     KEYCORP, an Ohio corporation (herein referred to as the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the principal sum of                     
DOLLARS ($ ) on the Stated Maturity shown above (except to the extent redeemed, repaid, renewed or
extended prior to the Stated Maturity) and to pay interest thereon at the Interest Rate shown above
from the Original Issue Date shown above or from the most recent Interest Payment Date to which
interest, if any, has been paid or duly provided for, semi-annually on June 15 and December 15 of
each year (unless other Interest Payment Dates are shown on the face hereof and except as provided
in the next succeeding paragraph) (each, an “Interest Payment Date”) until the principal hereof is
paid or made available for payment and on the Stated Maturity, any Redemption Date or Repayment
Date (such terms are together hereinafter referred to as the “Maturity Date” with respect to the
principal repayable on such date); provided, however, that any payment of principal
(or premium, if any) or interest, if any, to be made on any Interest Payment Date or on the
Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment Date or the
Maturity Date, as the case may be, and no additional interest, if any, shall accrue on the amount
so payable as a result of such delayed payment.



     For purposes of this Security, unless otherwise specified on the face hereof, “Business Day”
means any day, other than a Saturday or Sunday, that is not a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order to close in New
York City; 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 below) of the country
issuing the Specified Currency (or if the Specified Currency is the euro, such day is also a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is
open).



     “Principal Financial Center” means the capital city of the country issuing the Specified
Currency, except 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 New York City, Sydney, Toronto, London (solely in the case of the designated LIBOR
currency), Wellington, Johannesburg and Zurich, respectively.



     Any interest hereon is accrued from, and including, the next preceding Interest Payment Date
in respect of which interest, if any, has been paid or duly provided for (or from, and including,
the Original Issue Date if no interest has been paid) to, but excluding , the succeeding Interest
Payment Date or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (referred to on the reverse hereof), be paid to the person (the “Holder”) in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the
fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date (each, a
“Regular Record Date”); provided, however, that, if this Security was issued
between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record
Date, interest, if any, for the period beginning on the Original Issue Date and ending on such
initial Interest Payment Date shall be paid on the Interest Payment Date following the next
succeeding Regular



3









 







Record Date to the Holder hereof on such next succeeding Regular Record Date; and provided
further that interest, if any, payable on the Maturity Date will be payable to the person to
whom the principal hereof shall be payable. Any such interest not so punctually paid or duly
provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a special record date (the
“Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee
(referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security
not less than ten days prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.



     Unless otherwise specified above, all payments in respect of this Security will be made in
U.S. dollars regardless of the Specified Currency shown above unless the Holder hereof makes the
election described below. If the Specified Currency shown above is other than U.S. dollars, the
Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in
respect hereof into U.S. dollars in the manner described on the reverse hereof; provided,
however, that the Holder hereof may, if so indicated above, elect to receive all payments
in such Specified Currency by delivery of a written request to the corporate trust office of the
Trustee in New York City, on or prior to the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be. Such request may be in writing with a signature
guarantee, mailed or hand delivered, or by cable, telex, or other form of facsimile transmission.
The Holder hereof may elect to receive payment in such Specified Currency for all principal,
premium, if any, and interest payments and need not file a separate election for each payment. Such
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 days prior to the Stated Maturity, as the case may be. Notwithstanding the foregoing, if
the Company determines that the Specified Currency is not available for making payments in respect
hereof due to the imposition of exchange controls or other circumstances beyond the Company’s
control, or is no longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international banking community,
then the Holder hereof may not so elect to receive payments in the Specified Currency and any such
outstanding election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.



     In the event of an official redenomination of the Specified Currency, the obligations of the
Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such redenomination. In no event
shall any adjustment be made to any amount payable hereunder as a result of any change in the value
of the Specified Currency shown above relative to any other currency due solely to fluctuations in
exchange rates.



     Unless otherwise shown above, payment of interest on this Security (other than on the Maturity
Date) will be made by check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S. dollars and the
Holder hereof is the Holder of U.S.$1,000,000 or more in aggregate principal amount of Securities
of the series of which this Security is a part (whether having identical or different terms and
provisions) or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected to
receive payments in



4









 







such Specified Currency as provided for above, such interest payments will be made by transfer
of immediately available funds, but only if appropriate instructions have been received in writing
by the Trustee on or prior to the applicable Regular Record Date. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified Currency (if other than
U.S. dollars), such Holder may provide appropriate instructions to the Trustee, and all such
payments will be made in immediately available funds to an account maintained by the payee with a
bank, but only if such bank has appropriate facilities therefor. Unless otherwise specified above,
the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be
paid in immediately available funds upon surrender of this Security at the corporate trust office
of the Trustee maintained for that purpose in the Borough of Manhattan, the City and State of New
York (or at such other location as may be specified above). 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 above, any tax, assessment or governmental charge imposed upon
payments will be borne by the Holders of the Securities in respect of which such payments are made.



     Unless otherwise specified on the face hereof, interest on this Security, if any, will be
computed on the basis of a 360-day year of twelve 30-day months.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS
SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS.



5









 





     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
facsimile corporate seal.



	 	 	 	 	 	 	 
	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Attest:	 	 	 	 
	 

	 	 	 	 

Assistant Secretary
	 	 
	 
	 	 	 	 	 	 
	[Seal]
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	Dated:                     	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:	 	 
	 
	 	 	 	 	 	 
	 	 	This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






6









 








[REVERSE OF NOTE]




KEYCORP

SUBORDINATED MEDIUM-TERM NOTE, SERIES J




     Section 1. General. This Security is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued in one or more series
under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time
to time (herein called the “Indenture”), between the Company and Deutsche Bank Trust Company
Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture with respect to a series of which this Security is a part), to which indenture and
all indentures supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture
dated as of November 14, 2001, copies of which are available from the Company or the Trustee. This
Security is one of the series designated on the face hereof that is unlimited in aggregate
principal amount.



     Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments
to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face
hereof or a successor thereto (the “Exchange Rate Agent”) based on the highest bid quotation in New
York City 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 selected by the Exchange
Rate Agent (one of which may be the Exchange Rate Agent unless the Exchange Rate Agent is the
applicable agent to or through which this Security was originally sold) 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 Securities denominated in
a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three of such bid quotations are not available, payments will be
made in the Specified Currency.



     Except as set forth below, if the Specified Currency is other than U.S. dollars and the
Specified Currency is not available due to the imposition of exchange controls or to other
circumstances beyond the Company’s control, or is no longer used by the government of the country
issuing such currency or for settlement of transactions by public institutions of or within the
international banking community, the Company will be entitled to make payments in U.S. dollars on
the basis of the noon buying rate in New York City for cable transfers of such 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 for
such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange
Rate is then not available, on the basis of the most recently available Market Exchange Rate or as
otherwise indicated on the face hereof. Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default or Default under the Indenture.



1









 





     All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder of this Security.



     All currency exchange costs will be borne by the Holder of this Security through deductions
from payments otherwise due to such Holder.



     References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the United
States of America.



     Section 3. Redemption. If so specified on the face hereof, the Company may at its
option redeem this Security in whole or from time to time in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not be less than the minimum authorized
denomination of such Security) on or after the date designated as the Initial Redemption Date on
the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or,
if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by
the Initial Redemption Percentage specified on the face hereof, together with accrued interest to
the Redemption Date. Such Initial Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified
on the face hereof until the redemption price is 100% of such amount. The Company may exercise such
option by causing the Trustee to mail a notice of such redemption at least 30 but not more than 60
days prior to the Redemption Date. In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof. If less than all the Securities of the series, of which this
Security is a part, with differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed
and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption
date. If less than all of the Securities with like tenor and terms to this Security are to be
redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.



     Section 4. Repayment. If so specified on the face hereof, this Security shall be
repayable prior to the Stated Maturity at the option of the Holder on each applicable Repayment
Date shown on the face hereof at the Repayment Price shown on the face hereof, together with
accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent
must receive at least 30 but not more than 45 days prior to a Repayment Date this Security with the
form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in
Section 308 of the Indenture, any tender of this Security for repayment shall be irrevocable. The
repayment option may be exercised by the Holder of this Security in whole or in part in increments
of $1,000 (provided that any remaining principal amount of this Security shall not be less than the
minimum authorized denomination hereof). Upon any partial repayment, this Security shall be
canceled and a new Security or Securities for the remaining principal amount hereof shall be issued
in the name of the Holder of this Security.



     Section 5. Sinking Fund. Unless otherwise specified on the face hereof, this Security
will not be subject to any sinking fund.



     Section 6. Discount Securities. If this Security (such Security being referred to as
an “Original Issue Discount Security”) (a) has been issued at an Issue Price lower, by more than a
de minimis amount (as determined under United States federal income tax rules applicable to



2









 







original issue discount instruments), than its “stated redemption price at maturity” (as
defined below) and (b) would be considered an original issue discount security for United States
federal income tax purposes, then the amount payable on this Security in the event of redemption by
the Company, repayment at the option of the Holder or acceleration of the maturity hereof, in lieu
of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or acceleration. The
“Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue
Price (as set forth on the face hereof) 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 this Security 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 this Security) 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 this Security to the
date of determination, minus (c) any amount considered as part of the “stated redemption price at
maturity” of this Security which has been paid on this Security from the date of issue to the date
of determination.



     Section 7. Modification and Waivers. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such amendment may be
effected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected
thereby. The Indenture also contains provisions permitting the Holders of not less than 66-2/3% in
principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain provisions of the Indenture. Provisions
in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all
Outstanding Securities of any series to waive on behalf of all of the Holders of all the Securities
of such series and any related coupons certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this
Security and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.



     Section 8. Subordination; Obligation of the Company Absolute. The indebtedness
evidenced by the Securities of this series is, to the extent provided in the Indenture,
subordinated and subject in right of the payment in full of the principal of (and premium, if any)
and interest on all Senior Indebtedness, as defined in the Indenture, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by
accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired
before or after the issuance of the Securities of this series, shall be deemed conclusively to have
relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness. The Indenture also provides that if, upon the occurrence of certain events of
bankruptcy or insolvency relating to the Company, there remains, after giving effect to the
subordination provisions referred to in Section 1614 of the Indenture, any amount of cash, property
or securities available for payment or distribution in respect of Securities of this series (as
defined in the Indenture, “Excess Proceeds”, and if at such time any Entitled Person (as defined in
the Indenture) has not received payment in full of all amounts due or to become due on or in
respect of Other Senior Obligations (as defined in the Indenture), then such Excess



3









 







Proceeds shall first be applied to pay or provide for the payment in full of such Other Senior
Obligations before any payment or distribution may be made in respect of the Securities of this
series. This Security is also issued subject to the provisions of the Indenture regarding payments
to Entitled Persons in respect of Other Senior Obligations. Each Holder of this Security, by
accepting the same, agrees to be bound by the provisions of the Indenture described herein and
authorizes and directs the Trustee to take such action on his behalf as may be necessary or
appropriate to acknowledge or effectuate the subordination of this Security and payment of Excess
Proceeds as provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all
such purposes.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the Specified Currency herein prescribed.



     Section 9. Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.



     Section 10. Authorized Denominations. Unless otherwise provided on the face hereof,
this Security is issuable only in registered form without coupons issued in denominations of $1,000
or any amount in excess thereof which is an integral multiple of $1,000. If this Security is
denominated in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the face hereof.



     Section 11. Registration of Transfer. As provided in the Indenture and subject to
certain limitations herein and therein set forth, the transfer of this Security is registrable in
the Security Register upon surrender of this Security for registration of transfer at a Place of
Payment for the series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.



     If the registered owner of this Security is the Depository (such a Security being referred to
herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the Company within 90 days
following notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In addition, the Company may
at any time determine not to have Securities represented by this Global Security and, in such
event, will issue Securities in certificated form in exchange in whole for this Global Security
representing such Security. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in certificated form of Securities equal in
principal amount to such beneficial interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in denominations of $1,000 (or such other
denomination as shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without coupons.



4









 





     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.



     Section 12. Events of Default. If an Event of Default with respect to the Securities
of the series of which this Security forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in the manner and with the effect
provided in the Indenture.



     Section 13. Defined Terms. All terms used in this Security which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.



     Section 14. Governing Law. This Security shall be governed by and construed in accordance
with the law of the State of New York.



5









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



     TEN COM  -  as tenants in common



     TEN ENT  -  as tenants by the entireties



     JT TEN  -  as joint tenants with right of survivorship and not as tenants in common



	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT -

	 	 	Custodian	 	 	 	 
	 

	 	 

     (Cust.)
	 	 	 	 

     (Minor)
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Under
Uniform Gifts to Minors Act
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	(State)	 	 	 	 






     Additional abbreviations may also be used though not in the above list.



 









 





ASSIGNMENTS




FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto:




PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING
NUMBER OF ASSIGNEE:                                       




 





 




(Please print or type name and address,



including zip code of assignee)



the within Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and
appoint:




 





Attorney to transfer the said Security on the books of the within-named Company, with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 	 	 	 	 	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Security in every particular, without
alteration or enlargement or any change whatsoever.
	 
	 	 	 	 	 	 	 	 
	SIGNATURE GUARANTEED:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 









 





OPTION TO ELECT REPAYMENT




          The undersigned hereby irrevocably requests and instructs the Company to repay this Security
(or the portion thereof specified below), pursuant to its terms, on the “Repayment Date” first
occurring after the date of receipt of the within Security as specified below, at a Repayment Price
equal to 100% of the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:




 




(Please Print or Type Name and Address of the Undersigned.)




          For this Option to Elect Repayment to be effective, this Security with the Option to Elect
Repayment duly completed must be received at least 30 but not more than 45 days prior to the
Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day)
by the Company at its office or agency, which will be located initially at the office of the
Trustee at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005,
Attention: Corporate Trust & Agency Services.




          If less than the entire principal amount of the within Security is to be repaid, specify the
portion thereof (which shall be $1,000 or an integral multiple thereof) which is to be repaid:
$                    .




          If less than the entire principal amount of the within Security is to be repaid, specify the
denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral
multiple of $1,000; provided that any remaining principal amount of this Security shall not
be less than the minimum denomination of such Security): $                    .




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 

	 	 	 	 	 	Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Security in every particular
without alterations or enlargement or any change
whatsoever.






 









 





Exhibit 4.3 (e)



THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS ACCOUNT, A DEPOSIT
OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.




CUSIP NO.                                     




REGISTERED PRINCIPAL AMOUNT $                    




No. FL -                    




KEYCORP

SUBORDINATED MEDIUM-TERM NOTE, SERIES J

(FLOATING RATE)




Due from 9 Months or More from Date of Issue



If the registered owner of this Security (as indicated below) is The Depository Trust Company (the
“Depository”) or a nominee of the Depository, this Security is a Global Security and the following
two legends apply:



Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an
interest herein.



Unless and until this certificate is exchanged in whole or in part for Notes in certificated form,
this certificate may not be transferred except as a whole by the Depository to a nominee thereof or
by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor of the Depository or a nominee of such successor.



IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND “INITIAL ACCRUAL PERIOD OID”
(COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES.





1









 










ISSUE PRICE:




ORIGINAL ISSUE DATE:




STATED MATURITY:




	 	 	 
	BASE RATE:
	 	 
	If LIBOR:

	 	o Reuters Page LIBOR01
	 

	 	o Other:






INITIAL INTEREST RATE:




INDEX MATURITY:




SPREAD (PLUS OR MINUS):




SPREAD MULTIPLIER:




CALCULATION AGENT:




CALCULATION DATE:




SINKING FUND:




MAXIMUM INTEREST RATE:




MINIMUM INTEREST RATE:




CMT TELERATE PAGE:




INTEREST DETERMINATION DATE:




INTEREST RESET PERIOD:




INTEREST RESET DATES:




INTEREST PAYMENT PERIOD:




INTEREST PAYMENT DATES:




PAYING AGENT:




PLACE OF PAYMENT:







OPTION TO ELECT REPAYMENT: o YES      o NO




REPAYMENT DATE(S):




REPAYMENT PRICE:




OPTIONAL REDEMPTION: o YES      o NO




INITIAL REDEMPTION DATE:




ADDITIONAL REDEMPTION DATES:




INITIAL REDEMPTION PERCENTAGE:




ANNUAL REDEMPTION PERCENTAGE 

REDUCTION:




MINIMUM DENOMINATIONS:

o $1,000

o Other:




SPECIFIED CURRENCY:

United States Dollars:

o YES      o NO




FOREIGN CURRENCY:




OPTION TO RECEIVE PAYMENTS IN SPECIFIED 

CURRENCY OTHER THAN U.S. DOLLARS:

o YES      o NO




EXCHANGE RATE AGENT:




ADDITIONAL AMOUNTS:




DEFEASANCE: o YES      o NO




COVENANT DEFEASANCE: o YES      o NO




OPTIONAL INTEREST RATE RESET:

o YES      o NO




OPTIONAL INTEREST RATE RESET DATES:




TOTAL AMOUNT OF OID:




INITIAL ACCRUAL PERIOD OID:




ORIGINAL YIELD TO MATURITY:




OTHER/DIFFERENT PROVISIONS:









2









 





     KEYCORP, an Ohio corporation (herein referred to as the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
                    
Dollars ($) on the Stated Maturity shown above (except to the extent redeemed,
repaid or renewed prior to the Stated Maturity) and to pay interest thereon at the Initial Interest
Rate shown above from the Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date (if the first Interest Reset Date is later than the
Original Issue Date) and thereafter at the interest rate determined by reference to the Base Rate
shown above, plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
shown above, determined in accordance with the provisions on the reverse hereof, until the
principal hereof is paid or duly made available for payment; provided, however,
that the interest rate in effect for the 10 days immediately prior to the Maturity Date (as defined
below) of this Security will be that in effect on the 10th day preceding such date. The Company
will pay interest on each Interest Payment Date specified above, commencing with the first Interest
Payment Date (except as provided in the next succeeding paragraph) next succeeding the Original
Issue Date, and on the Stated Maturity, any Redemption Date or Repayment Date (such terms together
are hereinafter referred to as a “Maturity Date” with respect to the principal repayable on such
date); provided, however, that any payment of principal (or premium, if any) or
interest to be made on any Interest Payment Date or on the Maturity Date that is not a Business Day
(as defined below) shall be made on the next succeeding Business Day (except that in the case of
interest payments on an Interest Payment Date and if the Base Rate specified above is LIBOR or
EURIBOR, and such day falls in the next succeeding calendar month, such payment will be made on the
next preceding London Business Day or TARGET Business Day, respectively) as described on the
reverse hereof.



     For purposes of this Security, unless otherwise specified on the face hereof, “Business Day”
means any day, other than a Saturday or Sunday, that is not a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order to close in New
York City; 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 below) of the country
issuing the Specified Currency (or if the Specified Currency is the euro or if the Base Rate
specified is EURIBOR, such day is also a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open); provided further, that with respect
to Securities to which LIBOR (as defined below) is an applicable interest rate basis, such day is
also a London Business Day.



     “Principal Financial Center” means the capital city of the country issuing the Specified
Currency, except 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 New York City, Sydney, Toronto, London (solely in the case of the designated LIBOR
currency), Wellington, Johannesburg and Zurich, respectively.



     “London Business Day” means a day on which commercial banks are open for business (including
dealings in the designated LIBOR Currency) in London.



     “TARGET Business Day” means a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer System is open for business.



3









 





     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture (referred to on the reverse hereof), be paid to the person
(the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the 15th day (whether or not a Business Day) next preceding such Interest
Payment Date (a “Regular Record Date”); provided, however, that, if this Security
was issued between a Regular Record Date and the initial Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Original Issue Date and ending on
such initial Interest Payment Date shall be paid on the Interest Payment Date following the next
succeeding Regular Record Date to the Holder on such Regular Record Date; and provided
further that interest payable on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any such interest not so punctually paid or duly provided for
(“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date (the “Special Record
Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the
reverse hereof), notice whereof shall be given to the Holder of this Security not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as
more fully provided in the Indenture.



     Unless otherwise specified above, all payments in respect of this Security will be made in
U.S. dollars regardless of the Specified Currency shown above unless the Holder hereof makes the
election described below. If the Specified Currency shown above is other than U.S. dollars, the
Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in
respect hereof into U.S. dollars in the manner described on the reverse hereof; provided,
however, that the Holder hereof may, if so indicated above, elect to receive all payments
in such Specified Currency by delivery of a written request to the corporate trust office of the
Trustee in New York City, on or prior to the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be. Such request may be in writing with a signature
guarantee, mailed or hand delivered, or by cable, telex or other form of facsimile transmission.
The Holder hereof may elect to receive payment in such Specified Currency for all principal,
premium, if any, and interest payments and need not file a separate election for each payment. Such
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 days prior to the Stated Maturity, as the case may be. Notwithstanding the foregoing, if
the Company determines that the Specified Currency is not available for making payments in respect
hereof due to the imposition of exchange controls or other circumstances beyond the Company’s
control, or is no longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international banking community,
then the Holder hereof may not so elect to receive payments in the Specified Currency and any such
outstanding election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.



     In the event of an official redenomination of the Specified Currency, the obligations of the
Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such redenomination. In no event
shall any adjustment be made to any amount payable hereunder as a



4









 







result of any change in the value of the Specified Currency shown above relative to any other
currency due solely to fluctuations in exchange rates.



     Unless otherwise shown above, payment of interest on this Security (other than on the Maturity
Date) will be made by check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S. dollars and the
Holder hereof is the Holder of U.S.$1,000,000 or more in aggregate principal amount of Securities
of the series of which this Security is a part (whether having identical or different terms and
provisions) or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected to
receive payments in such Specified Currency as provided for above, such interest payments will be
made by transfer of immediately available funds, but only if appropriate instructions have been
received in writing by the Trustee on or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to receive payments in respect hereof in the
Specified Currency (if other than U.S. dollars), such Holder may provide appropriate instructions
to the Trustee, and all such payments will be made in immediately available funds to an account
maintained by the payee with a bank, but only if such bank has appropriate facilities therefor.
Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon
payable on the Maturity Date will be paid in immediately available funds upon surrender of this
Security at the corporate trust office of the Trustee maintained for that purpose in the Borough of
Manhattan, The City and State of New York (or at such other location as may be specified above).
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 above, any tax,
assessment or governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS
SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS.



5









 





     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
facsimile corporate seal.



	 	 	 	 	 	 	 
	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 

	 	 	 	 

Assistant Secretary
	 	 
	 
	 	 	 	 	 	 
	[Seal]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:                     	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:	 	 
	 
	 	 	 	 	 	 
	 	 	This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







6











 





[REVERSE OF NOTE]




KEYCORP

SUBORDINATED MEDIUM-TERM NOTE, SERIES J




     Section 1. General. This Security is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued in one or more series
under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time
to time (herein called the “Indenture”), between the Company and Deutsche Bank Trust Company
Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture with respect to a series of which this Security is a part), to which indenture and
all indentures supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture
dated as of November 14, 2001, copies of which are available from the Company or the Trustee. This
Security is one of the series designated on the face hereof, which is unlimited in aggregate
principal amount.



     Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments
to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face
hereof or a successor thereto (the “Exchange Rate Agent”) based on the highest bid quotation in New
York City 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 selected by the Exchange
Rate Agent (one of which may be the Exchange Rate Agent unless the Exchange Rate Agent is the
applicable agent to or through which this Security was originally sold) 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 Securities denominated in
a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three of such bid quotations are not available, payments will be
made in the Specified Currency.



     Except as set forth below, if the Specified Currency is other than U.S. dollars and the
Specified Currency is not available due to the imposition of exchange controls or to other
circumstances beyond the Company’s control, or is no longer used by the government of the country
issuing such currency or for settlement of transactions by public institutions of or within the
international banking community, the Company will be entitled to make payments in U.S. dollars on
the basis of the noon buying rate in New York City for cable transfers of such 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 for
such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange
Rate is then not available, on the basis of the most recently available Market Exchange Rate or as
otherwise indicated on the face hereof. Any payment made under such circumstances in U.S. dollars
where the required payment is in a



1









 







Specified Currency other than U.S. dollars will not constitute an Event of Default or Default
under the Indenture.



     All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder of this Security.



     All currency exchange costs will be borne by the Holder of this Security through deductions
from payments otherwise due to such Holder.



     Section 3. Interest Rate Calculations. Unless otherwise set forth on the face hereof,
the following provisions of this Section 3 shall apply to the calculation of interest on this
Security. If the first Interest Reset Date is later than the Original Issue Date, this Security
will bear interest from its Original Issue Date to the first Interest Reset Date (as defined below)
at the Initial Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon for
each Interest Reset Period (as defined below) will be determined by reference to the Base Rate set
forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or other formula, if
any, set forth on the face hereof.



     As set forth on the face hereof, this Security may also have either or both of the following:
(i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Interest
Reset Period (“Maximum Interest Rate”); and (ii) a minimum limitation, or floor, on the rate at
which interest may accrue during any Interest Reset Period (“Minimum Interest Rate”). In addition
to any Maximum Interest Rate that may be set forth on the face hereof, the interest rate on this
Security 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.



     The rate of interest hereon will be reset daily, weekly, monthly, quarterly, semiannually or
annually (each, an “Interest Reset Period”) as set forth on the face hereof. The “Interest Reset
Date” is the first day of each Interest Reset Period and will be, if this Security resets (i)
daily, each Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set forth
on the face hereof is the Treasury Rate); weekly and if the Base Rate set forth on the face hereof
is the Treasury Rate, the Tuesday of each week; (iii) monthly, the third Wednesday of each month;
(iv) quarterly, the third Wednesday of March, June, September and December of each year; (v)
semiannually, the third Wednesday of each of the two months which are six months apart as set forth
on the face hereof; and (vi) annually, the third Wednesday of one month of each year set forth on
the face hereof. If any Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be the next succeeding Business Day, except that, if the Base Rate
set forth on the face hereof is LIBOR or EURIBOR, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding London Business Day or
TARGET Business Day, respectively.



     The “Interest Determination Date” is 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. If the Base Rate set forth on the face hereof is the CD Rate, the
CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, the CMS Rate or the Prime Rate, the
Interest Determination Date pertaining to an Interest Reset Date for this



2









 







Security will be the second Business Day next preceding such Interest Reset Date. If the Base
Rate set forth on the face hereof is the Eleventh District Cost of Funds Rate, the Interest
Determination Date pertaining to an Interest Reset Date for this Security will be the last working
day of the month immediately preceding such Interest Reset Date on which the Federal Home Loan Bank
of San Francisco published the Eleventh District Cost of Funds Index (the “Eleventh District Cost
of Funds Index”). If the Base Rate set forth on the face hereof is LIBOR or EURIBOR, the Interest
Determination Date pertaining to an Interest Reset Date for this Security will be the second London
Business Day or TARGET Business Day, respectively, next preceding such Interest Reset Date (unless
the designated LIBOR Currency is British pounds sterling, in which case the Interest Determination
Date will be the Interest Reset Date). If the Base Rate set forth on the face hereof is the
Treasury Rate, the Interest Determination Date pertaining to an Interest Reset Date for this
Security will be the day of the week in which such Interest Reset Date falls on which Treasury
bills of the same index maturity are 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 the following Tuesday, except that such auction may be held on the preceding Friday. If, as the
result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the
Interest Determination Date pertaining to the Interest Reset Date occurring in the next week. If an
auction falls on any Interest Reset Date, then the Interest Reset Date will instead be the first
Business Day immediately following the auction sale.



     Unless otherwise set forth on the face hereof, the “Calculation Date,” where applicable,
pertaining to an Interest Determination Date is the earlier of (i) the 10th calendar day after such
Interest Determination Date, or if any such day is not a Business Day, the next succeeding Business
Day or (ii) the Business Day immediately preceding the applicable Interest Payment Date or the
Stated Maturity, as the case may be.



     The Company will appoint and enter into an agreement with an agent (a “Calculation Agent”) to
calculate the rate of interest on the Securities of this series which bear interest at a floating
rate. Unless otherwise set forth on the face hereof, KeyBank National Association will be the
Calculation Agent. At the request of the Holder hereof, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will become effective on
the next succeeding Interest Reset Date.



     Notwithstanding any of the foregoing, the interest rate thereon shall not be greater than the
Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face
hereof. In addition, the interest rate hereon shall 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.



     Interest will be payable on, unless specifically set forth on the face hereof, if this
Security resets (i) daily, weekly or monthly, the third Wednesday of each month or the third
Wednesday of March, June, September and December of each year, as set forth on the face hereof
unless if the Base Rate is the Eleventh District Cost of Funds Rate; (ii) monthly and the Base Rate
set forth on the face hereof is the Eleventh District Cost of Funds Rate, then the first calendar
day of each month as set forth on the face hereof; (iii) quarterly, the third Wednesday of March,
June, September and December of each year; (iv) semiannually, the third Wednesday of each of the



3









 







two months set forth on the face hereof; and (v) annually, the third Wednesday of the month
set forth on the face hereof (each, an “Interest Payment Date”), and in each case, on the Maturity
Date or at redemption or repurchase.



     The interest payable hereon on each Interest Payment Date and on the Maturity Date shall be
the amount of interest accrued from and including the Original Issue Date or the last Interest
Payment Date to which interest has been paid or duly provided for, as the case may be, to, but
excluding, the next succeeding Interest Payment Date or the Maturity Date, as the case may be. If
the Stated Maturity falls on a day which is not a Business Day, the payment of principal, premium,
if any, and interest with respect to the Stated Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on the Stated Maturity, and no interest
shall accrue on the amount so payable as a result of such delayed payment. If an Interest Payment
Date other than the Stated Maturity falls on a day that is not a Business Day, such Interest
Payment Date will be postponed to the next day that is a Business Day and interest will accrue for
the period of such postponement (except if the Base Rate specified above is LIBOR or EURIBOR, and
such day falls in the next succeeding calendar month, such Interest Payment Date will be advanced
to the immediately preceding London Business Day or TARGET Business Day, respectively), it being
understood that, to the extent this sentence is inconsistent with Section 112 of the Indenture, the
provisions of this sentence shall apply in lieu of such Section.



     Accrued interest will be calculated by multiplying the principal amount hereof by an accrued
interest factor. The accrued interest factor will be computed by adding the interest factor
calculated for each day in the interest period or from the date from which accrued interest is
being calculated. The interest factor for each such day is computed by dividing the interest rate
in effect on that day (1) by 360, if the Base Rate set forth on the face hereof is the CD Rate,
Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime Rate, LIBOR, CMS Rate or Eleventh
District Cost of Funds Rate (as described below), or (2) by the actual number of days in the year,
if the Base Rate set forth on the face hereof is the Treasury Rate or CMT Rate. The interest rate
applicable to any day that is an Interest Reset Date is the interest rate as determined, in
accordance with the procedures hereinafter set forth, with respect to the Interest Determination
Date pertaining to such Interest Reset Date. The interest rate applicable to any other day is the
interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate, as set forth on the face hereof).



     All percentages used in or resulting from any calculation with respect hereto will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward (e.g., 7.123455% (or 0.07123455) being rounded to 7.12346% (or
0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)). 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).



     Subject to applicable provisions of law and except as specified herein, with respect to each
Interest Determination Date, the rate of interest shall be the rate determined by the Calculation
Agent in accordance with the provisions of the applicable heading below.



4









 





     Determination of CD Rate. If the Base Rate set forth on the face hereof is the CD
Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate, plus or minus any Spread, and/or multiplied by any Spread
Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the “CD Rate” means, with
respect to any Interest Determination Date, the rate on such date for negotiable U.S. dollar
certificates of deposit having the Index Maturity set forth on the face hereof as published by the
Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected
Interest Rates,” or any successor publication of the Board of Governors of the Federal Reserve
System (“H.15(519)”) under the heading “CDs (secondary market)” (or any other heading that is the
then applicable heading established to describe such Index Maturity).



     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.



     However, if the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit having the Index
Maturity set forth on the face hereof 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).” “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.bog.frb.fed.us/releases/h15/update, or any successor site or publication. If by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date,
such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic
source, the Calculation Agent will determine the CD Rate on such Interest Determination Date and it
will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City
time, on such Interest Determination Date, for certificates of deposit with a remaining maturity
closest to the Index Maturity set forth on the face hereof of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent
for negotiable U.S. dollar certificates of deposit of major United States money center banks in the
market for negotiable certificates of deposit. However, if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as set forth above, the CD Rate in effect for the
applicable period will be the same as the CD Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Rate Period, the rate of interest payable on the CD Rate
Notes for which such CD Rate is being determined shall be the Initial Interest Rate).



     Determination of CMS Rate. If the Base Rate set forth on the face hereof is the CMS
Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMS Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any,
set forth on the face hereof.



     Unless otherwise set forth on the face hereof, the CMS Rate for each Interest Reset Period
will be the rate on the applicable Interest Determination Date for the designated maturity



5









 







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 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 on the face hereof. 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.



     References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the United
States of America.



     Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT
Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the “CMT Rate” means, with
respect to any Interest Determination Date pertaining thereto:



     (i) If “Reuters Page FRBCMT” is the specified CMT Reuters Page on the face hereof, the CMT
Rate on the Interest Determination Date shall be a percentage equal to the yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof
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 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 Interest Determination Date shall be a percentage equal to the
yield for United States Treasury securities at “constant maturity” having the Index Maturity
specified on the face hereof and for such Interest Determination Date as set forth in H.15(519)
under the caption “Treasury Constant



6









 







Maturities.” (b) If such rate does not appear in H.15(519), the CMT Rate on such Interest
Determination Date shall be the rate for the period of the Index Maturity specified on the face
hereof as may then be published by either the Federal 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 on the face hereof for such Interest
Determination Date, the CMT Rate on such 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 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 on the face hereof, 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 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 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 on the face hereof, 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 on the face
hereof 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 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 Interest Determination Date shall be the CMT Rate in effect on such Interest
Determination Date.



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



7









 





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 Interest Determination Date shall be a percentage equal
to the one-week or one-month, as specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof
for the week or month, as applicable, preceding such 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 Interest Determination Date shall be the one-week or one-month, as
specified on the face hereof, average yield for United States Treasury securities at “constant
maturity” having the Index Maturity specified on the face hereof 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 Interest Determination Date falls. (c) If the
Federal Reserve Bank of New York does not publish a one-week or one-month, as specified on the face
hereof, average yield on United States Treasury securities at “constant maturity” having the Index
Maturity specified on the face hereof for the applicable week or month, the CMT Rate on such
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 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 on the face hereof, 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 Interest Determination Date shall be the rate on the 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 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
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 on the face hereof, 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 on the face hereof 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 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



8









 







three such prices are provided as requested, the CMT Rate determined as of such Interest
Determination Date shall be the CMT Rate in effect on such Interest Determination Date.



     Determination of Commercial Paper Rate. If the Base Rate set forth on the face hereof
is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Commercial Paper Rate, plus or minus any Spread,
and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and Maximum
Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof,
the “Commercial Paper Rate” means, with respect to any Interest Determination Date pertaining
thereto, the Money Market Yield (calculated as described below) of the rate on such date for
commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be
published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date under the
caption “Commercial Paper — Nonfinancial.” 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 shall be the Money
Market Yield of the rate on such Interest Determination Date for commercial paper having the Index
Maturity set forth on the face hereof 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.” If by 3:00 p.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or
another recognized electronic source, the Commercial Paper Rate on such Interest Determination Date
shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date
of three leading dealers in commercial paper in New York City selected by the Calculation Agent for
commercial paper having the Index Maturity set forth on the face hereof placed for an industrial
issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized securities rating
organization. However, if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate in
effect for the applicable period will be the same as the Commercial Paper Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being
determined shall be the Initial Interest Rate).



     “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 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.



     Determination of Eleventh District Cost of Funds Rate. If the Base Rate set forth on
the face hereof is the Eleventh District Cost of Funds Rate, this Security will bear interest for
each Interest Reset Period at the Interest Rate calculated with reference to the Eleventh District
Cost of Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and
subject



9









 







to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, “Eleventh District Cost of Funds Rate” means, with
respect to any Interest Determination Date, 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.



     (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.



     Determination of EURIBOR. If the Base Rate set forth on the face hereof is EURIBOR,
this Security will bear interest for each Interest Reset Period at the interest rate calculated
with reference to EURIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier,
and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the
face hereof. With respect to Securities indexed to EURIBOR, unless otherwise set forth on the face
hereof, 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 on the face hereof, EURIBOR means, with respect to any 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
on the face hereof, beginning on the second TARGET Business Day after such Interest



10









 







Determination Date, as that rate appears on Reuters Page EURIBOR 01 as of 11:00 a.m., Brussels
time, on such 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 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 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 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 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.



     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.



     Determination of Federal Funds Rate. If the Base Rate set forth on the face hereof is
the Federal Funds Rate, this Security will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds Rate, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum
Interest



     Unless otherwise specified on the face hereof, “Federal Funds Rate” means the rate determined
by the Calculation Agent, with respect to any Interest Determination Date, in accordance with the
following provisions:



     (i) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate on the face
hereof, the Federal Funds Rate as of the applicable 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 Interest



11









 







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 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 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 Interest
Determination Date will be the Federal Funds Rate in effect on such Interest Determination Date.



     (ii) If “Federal Funds Open Rate” is the specified Federal Funds Rate on the face hereof, the
Federal Funds Rate as of the applicable 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 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 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
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 Interest Determination Date will be the Federal Funds Rate in effect on such
Interest Determination Date.



     (iii) If “Federal Funds Target Rate” is the specified Federal Funds Rate on the face hereof,
the Federal Funds Rate as of the applicable 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 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 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



12









 







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 Interest Determination Date.



     Determination of LIBOR. If the Base Rate set forth on the face hereof is LIBOR, this
Security will bear interest for each Interest Reset Period at the interest rate calculated with
reference to LIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face
hereof. With respect to Securities indexed to the London interbank offered rate for U.S. dollar
deposits, unless otherwise set forth on the face hereof, “LIBOR” for each Interest Determination
Date will be determined by the Calculation Agent in accordance with the following provisions:



     LIBOR will mean the rate for deposits in the designated LIBOR Currency (as defined below) of
the Index Maturity set forth on the face hereof, as such rate is displayed on Reuters on page
LIBOR01 (or any other page as may replace such page on such service for the purposes of displaying
the London inter-bank rates of major banks for the designated LIBOR Currency) as of 11:00 a.m.,
London time, on such Interest Determination Date (“Reuters Page LIBOR01”).



     On any Interest Determination Date on which no rate is displayed on Reuters Page LIBOR01, the
Calculation Agent will request the principal London offices of each of four major banks in the
London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotation for deposits in United States dollars for the period of the specified
Index Maturity to prime banks in the London interbank market at approximately 11:00 a.m., London
time, on such Interest Determination Date and in a principal amount that is representative of a
single transaction in such market at such time. If at least two such quotations are provided, LIBOR
will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Interest Determination Date will be the arithmetic mean of 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 such Interest Determination Date for
loans in LIBOR Currency to leading European banks, for the period of the specified Index Maturity
and in a principal amount that is representative of a single transaction in such market at such
time. However, if fewer than three banks as selected by the Calculation Agent are quoting rates as
mentioned in the prior sentence, “LIBOR” for such Interest Reset Period will be the same as LIBOR
for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable on the LIBOR Notes for which LIBOR is being determined shall
be the Initial Interest Rate).



     “LIBOR Currency” means the currency specified on the face hereof as to which LIBOR shall be
calculated or, if no such currency is specified, United States dollars.



     Determination of Prime Rate. If the Base Rate set forth on the face hereof is the
Prime Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any,
set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Prime Rate”
means, with respect to any Interest Determination Date pertaining thereto, the prime rate or base
lending



13









 







rate on such 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 caption “Bank Prime Loan” (or any
other heading that is the then applicable heading established to describe such Index Maturity). If
such rate is not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Prime Rate will be the rate on such Interest Determination
Date as published in H.15 Daily Update, or such other recognized source used for the purpose of
displaying such rate, under the caption “Bank Prime Loan.”



     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 named on the Reuters 3000 Xtra Service (or any successor service) screen designated as
"USPRIME1” (such term to include such other page as may replace the USPRIME1 page on that service
for the purpose of displaying Prime Rates or base lending rates of major U.S. banks) as that bank’s
Prime Rate or base lending rate as in effect for such Interest Determination Date. If at least one
rate but fewer than four such rates appear on the USPRIME1 for such Interest Determination Date,
the Prime Rate shall 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 360) as of the close of business on such
Interest Determination Date by three major money center banks in New York City selected by the
Calculation Agent. 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.



     Determination of Treasury Rate. If the Base Rate set forth on the face hereof is the
Treasury Rate, this Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any,
set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Treasury Rate”
means, with respect to any Interest Determination Date pertaining thereto, the rate from the
auction of direct obligations of the United States (“Treasury bills”) held on such Interest
Determination Date having the Index Maturity set forth on the face hereof under the caption “INVEST
RATE” on the display on Reuters on 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 such Interest Determination Date.
However, if not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination 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.” 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 sentence, 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 the Treasury.
In the event that the results of the most recent auction of Treasury bills having the Index
Maturity set forth on the face hereof are not published or announced as described above by 3:00
p.m., New York City time, on such 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



14









 







having the Index Maturity specified on the face hereof 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).” 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 such Interest Determination Date, of three leading primary United
States government securities dealers in New York City selected by the Calculation Agent for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity set forth on the
face hereof. However, if the dealers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in the prior sentence, the Treasury Rate for the applicable period will remain the
Treasury Rate then in effect on that Interest Determination Date (or, if there was no such Interest
Determination Date, the rate of interest payable on the Treasury Rate Notes for which the Treasury
Rate is being determined shall be the Initial Interest Rate).



     “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.




     Section 4. Redemption. If so specified on the face hereof, the Company may at its
option redeem this Security in whole or from time to time in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not be less than the minimum authorized
denomination of such Security) on or after the date designated as the Initial Redemption Date on
the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or,
if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by
the Initial Redemption Percentage specified on the face hereof, together with accrued interest to
the Redemption Date. Such Initial Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified
on the face hereof until the redemption price is 100% of such amount. The Company may exercise
such option by causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the Redemption Date. In the event of redemption of this Security in part
only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of
which this Security is a part, with differing issue dates, interest rates and stated maturities are
to be redeemed, the Company in its sole discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. If less than all of the Securities with like tenor and



15









 







terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.



     Section 5. Repayment. If so specified on the face hereof, this Security shall be
repayable prior to the Stated Maturity at the option of the Holder on each applicable Repayment
Date shown on the face hereof at the Repayment Price shown on the face hereof, together with
accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent
must receive at least 30 but not more than 45 days prior to a Repayment Date this Security with the
form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set
forth in Section 308 of the Indenture, any tender of this Security for repayment shall be
irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in
part in increments of $1,000 (provided that any remaining principal amount of this Security shall
not be less than the minimum authorized denomination hereof). Upon any partial repayment, this
Security shall be canceled and a new Security or Securities for the remaining principal amount
hereof shall be issued in the name of the Holder of this Security.



     Section 6. Sinking Fund. Unless otherwise specified on the face hereof, this Security
will not be subject to any sinking fund.



     Section 7. Discount Securities. If this Security (such Security being referred to as
an “Original Issue Discount Security”) (a) has been issued at an Issue Price lower, by more than a
de minimis amount (as determined under United States federal income tax rules applicable to
original issue discount instruments), than its “stated redemption price at Maturity” (as defined
below) and (b) would be considered an original issue discount security for United States federal
income tax purposes, then the amount payable on this Security in the event of redemption by the
Company, repayment at the option of the Holder or acceleration of the maturity hereof, in lieu of
the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or acceleration. The
“Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue
Price (as set forth on the face hereof) 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 this Security 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 this Security) 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 this Security to the
date of determination, minus (c) any amount considered as part of the “stated redemption price at
maturity” of this Security which has been paid on this Security from the date of issue to the date
of determination.



     Section 8. Modifications and Waivers. The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series. Such amendment may be
effected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected
thereby. The Indenture also contains provisions permitting the Holders of not less than 66-2/3% in
principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain provisions of the Indenture.



16









 




Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal
amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all
the Securities of such series and any related coupons certain past defaults under the Indenture and
their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.




     Section 9. Subordination; Obligations of the Company Absolute. The indebtedness
evidenced by the Securities of this series is, to the extent provided in the Indenture,
subordinated and subject in right of the payment in full of the principal of (and premium, if any)
and interest on all Senior Indebtedness, as defined in the Indenture, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by
accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired
before or after the issuance of the Securities of this series, shall be deemed conclusively to have
relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness. The Indenture also provides that if, upon the occurrence of certain events of
bankruptcy or insolvency relating to the Company, there remains, after giving effect to the
subordination provisions referred to in Section 1614 of the Indenture, any amount of cash, property
or securities available for payment or distribution in respect of Securities of this series (as
defined in the Indenture, “Excess Proceeds”), and if, at such time, any Entitled Person (as defined
in the Indenture) has not received payment in full of all amounts due or to become due on or in
respect of Other Senior Obligations (as defined in the Indenture), then such Excess Proceeds shall
first be applied to pay or provide for the payment in full of such Other Senior Obligations before
any payment or distribution may be made in respect of the Securities of this series. This Security
is also issued subject to the provisions of the Indenture regarding payments to Entitled Persons in
respect of Other Senior Obligations. Each Holder of this Security, by accepting the same, agrees to
be bound by the provisions of the Indenture described herein and authorizes and directs the Trustee
to take such action on his behalf as may be necessary or appropriate to acknowledge or effectuate
the subordination of this Security and payment of Excess Proceeds as provided in the Indenture and
appoints the Trustee his attorney-in-fact for any and all such purposes.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the Specified Currency herein prescribed.



     Section 10. Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.



     Section 11. Authorized Denominations. Unless otherwise provided on the face hereof,
this Security is issuable only in registered form without coupons issued in denominations of $1,000
or any amount in excess thereof which is an integral multiple of $1,000. If this Security is



17









 







denominated in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the face hereof.



     Section 12. Registration of Transfer. As provided in the Indenture and subject to
certain limitations herein and therein set forth, the transfer of this Security is registrable in
the Security Register upon surrender of this Security for registration of transfer at a Place of
Payment for the series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.



     If the registered owner of this Security is the Depository (such a Security being referred to
herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the Company within 90 days
following notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In addition, the Company may
at any time determine not to have Securities represented by this Global Security and, in such
event, will issue Securities in certificated form in exchange in whole for this Global Security
representing such Security. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in certificated form of Securities equal in
principal amount to such beneficial interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in denominations of $1,000 (or such other
denomination as shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without coupons.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.



     Section 13. Events of Default. If an Event of Default with respect to the Securities
of the series of which this Security forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in the manner and with the effect
provided in the Indenture.



     Section 14. Defined Terms. All terms used in this Security which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.



     Section 15. Governing Law. This Security shall be governed by and construed in accordance
with the law of the State of New York.



18









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



     TEN COM  -  as tenants in common



     TEN ENT  -  as tenants by the entireties



     JT TEN  -  as joint tenants with right of survivorship and not as tenants in common



     UNIF GIFT MIN ACT  -                                                              
Custodian
                                                           



(Cust.)                     



(Minor)



Under Uniform Gifts to Minors Act




                                                            

                    (State)




     Additional abbreviations may also be used though not in the above list.



 









 





ASSIGNMENTS




FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto:




PLEASE INSERT SOCIAL SECURITY OR OTHER

   IDENTIFYING NUMBER OF ASSIGNEE:                                        




 


 
 




(Please print or type name and address,

including zip code of assignee)



the within Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and
appoint:




      




Attorney to transfer the said Security on the books of the within-named Company, with full power of
substitution in the premises.




	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Security in every particular, without
alteration or enlargement or any change whatsoever.






SIGNATURE GUARANTEED:






	 	 	 
	 


	 	 





 









 





OPTION TO ELECT REPAYMENT




          The undersigned hereby irrevocably requests and instructs the Company to repay this Security
(or the portion thereof specified below), pursuant to its terms, on the “Repayment Date” first
occurring after the date of receipt of the within Security as specified below, at a Repayment Price
equal to 100% of the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:



 




(Please Print or Type Name and Address of the Undersigned.)




          For this Option to Elect Repayment to be effective, this Security with the Option to Elect
Repayment duly completed must be received at least 30 but not more than 45 days prior to the
Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day)
by the Company at its office or agency, which will be located initially at the office of the
Trustee at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005,
Attention: Corporate Trust & Agency Services.



          If less than the entire principal amount of the within Security is to be repaid, specify the
portion thereof (which shall be $1,000 or an integral multiple thereof) which is to be repaid:
$                    .



          If less than the entire principal amount of the within Security is to be repaid, specify the
denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral
multiple of $1,000; provided that any remaining principal amount of this Security shall not
be less than the minimum denomination of such Security): $                    .



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Security in every particular
without alterations or enlargement or any change
whatsoever.






 









 






Exhibit 4.3(f)



THIS MASTER GLOBAL NOTE IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS ACCOUNT, A
DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.




	 	 	 	 	 
	REGISTERED

	 	KEYCORP
	 	REGISTERED
	 

	 	SUBORDINATED MEDIUM-TERM	 	 
	 

	 	NOTE, SERIES J	 	 
	No.                     

	 	(MASTER GLOBAL NOTE)	 	 





If the registered owner of this Master Global Note (as indicated below) is The Depository Trust
Company (the “Depository”) or a nominee of the Depository, this Master Global Note is a Global
Security and the following legend applies:



Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an
interest herein.



KEYCORP, an Ohio corporation (herein referred to as the “Issuer,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or its registered assigns: (i) on each principal payment date, including each
amortization date, redemption date, repayment date, maturity date, and extended maturity date, as
applicable, of each obligation identified on the records of the Issuer (which records are
maintained by Deutsche Bank Trust Company Americas (the “Paying Agent”)) as being evidenced by this
Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on
each interest payment date, if any, the interest then due and payable on the principal amount for
each such obligation. Payment shall be made by wire transfer of United States dollars to the
registered owner, or immediately available funds or the equivalent to a party as authorized by the
registered owner and in the currency other than United States dollars as provided for in each such
obligation, by the Paying Agent without the necessity of presentation and surrender of this Master
Global Note.



REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE
REVERSE HEREOF.



This Master Global Note is a valid and binding obligation of the Issuer.




 









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 

	 	KEYCORP
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Attest:	 	 
	 

	 	 	 	 
	 

	 	 	 	Assistant Secretary
	[Seal]
	 	 	 	 
	 
	 
	Dated:                                         

	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
	 
	 	 
	 

	 	This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
	 
	 	 
	 

	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory







2









 








[REVERSE OF NOTE]




KEYCORP

SUBORDINATED MEDIUM-TERM NOTE, SERIES J

(MASTER GLOBAL NOTE)




     This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer,
which shall form a part of the Issuer’s unsecured, subordinated medium-term notes, Series J due
nine months or more from the date of issue (“Series J”), all issued or to be issued under and
pursuant to an Indenture dated as of June 10, 1994, as it may be supplemented from time to time
(the “Indenture”), duly executed and delivered by the Issuer to Deutsche Bank Trust Company
Americas, as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto
(including the Issuer’s Officer’s Certificate and Company Order, dated June 20, 2008, with respect
to, among other things, the establishment of Subordinated Medium-Term Notes, Series J) reference is
hereby made for a description of the rights, duties and immunities thereunder of the Issuer, the
Trustee and the holders of the Debt Obligations. As provided in the Indenture, the Debt
Obligations may mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption and repayment provisions, if any, may be subject to different
sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of
default, and may otherwise vary as in the Indenture provided or permitted. The Indenture was
amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, copies of which
are available from the Issuer or the Trustee. The Debt Obligations as evidenced by this Master
Global Note aggregated with any other indebtedness of the Issuer issued under Series J are
unlimited.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS SET FORTH IN THE
RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S)
TO THE PROSPECTUS SUPPLEMENT DATED JUNE 20, 2008, AND PROSPECTUS DATED JUNE 12, 2008 (EACH, AS IT
MAY BE AMENDED OR SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH ISSUANCE OF DEBT
OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN AND SHALL
COMPRISE A PART OF THIS MASTER GLOBAL NOTE.



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



     The indebtedness evidenced by this Master Global Note is, to the extent and in the manner
provided in the Indenture referred to above, subordinate and subject in right of payment to the
prior payment in full of the principal of and premium, if any, and interest on all Senior
Indebtedness of the Issuer, as defined in the Indenture, and each Holder of this Master Global
Note, by accepting the same, agrees to and shall be bound by the provisions of the Indenture and
authorizes and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination of this Master Global Note as



1









 







provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.



     The indebtedness evidenced by this Master Global Note is issued subject to the provisions of
the Indenture regarding payments to creditors in respect of Other Senior Obligations. In
particular, the Indenture provides that if upon the occurrence of certain events of bankruptcy or
insolvency relating to the Issuer, there remains, after giving effect to the subordination
provisions referred in the preceding paragraph, any amount of cash, property or securities
available for payment or distribution in respect of this Master Global Note (as defined in the
Indenture, “Excess Proceeds”), and if, at such time, any creditors in respect of Other Senior
Obligations have not received payment in full of all amounts due or to become due on or in respect
of such Other Senior Obligations, then such Excess Proceeds shall first be applied to pay or
provide for the payment in full of such Other Senior Obligations before any payment or distribution
may be made in respect of this Master Global Note. This paragraph shall immediately and
automatically terminate, be null and void ab initio and have no further effect upon the occurrence
of an Event of Default (as defined in the Indenture).



     Subject to the rights of holders of Senior Indebtedness and Other Senior Obligations of the
Company set forth in this Master Global Note and as provided in the Indenture referred to above, no
reference herein to the Indenture and no provision of this Master Global Note or of the Indenture
shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest, if any, on each Debt Obligation at the times, places,
and rates, and in the coin or currency, identified on the records of the Issuer.



     At the request of the registered owner, the Issuer shall promptly issue and deliver one or
more separate note certificates evidencing each Debt Obligation evidenced by this Master Global
Note. As of the date any such note certificate or certificates are issued, the Debt Obligations
which are evidenced thereby shall no longer be evidenced by this Master Global Note.



     Beneficial interests in the Debt Obligations evidenced by this Master Global Note are
exchangeable for definitive notes in registered form, of like tenor and of an equal aggregate
principal amount, only if (a) (i) The Depository Trust Company, as depositary (the “Depository”),
notifies the Issuer that it is unwilling or unable to continue as Depository for this Master Global
Note, or (ii) if at any time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and in either case, a successor depositary is not
appointed by the Issuer within 90 days after receiving notice or becoming aware the Depository is
unwilling or unable to continue as depositary or is no longer so registered; (b) in the case of any
other registered global note if (i) the clearing system(s) through which the notes are cleared and
settled is closed for business for a continuous period of 14 days, other than by reason of
holidays, statutory or otherwise; or (ii) the clearing system(s) through which the notes are
cleared and settled announces an intention to cease business permanently or does in fact do so; (c)
the Issuer in its sole discretion elects to issue definitive notes; or (d) after the occurrence of
an Event of Default relating to a Debt Obligation evidenced by this Master Global Note, beneficial
owners representing a majority in principal amount of such Debt Obligation advise the Depository or
other clearing system(s) through its participants to cease acting as depositary for such Debt
Obligation evidenced by this Master Global Note. Any beneficial



2









 







interests in such Debt Obligation that are exchangeable pursuant to the preceding sentence
shall be exchangeable in whole for definitive notes in registered form, of like tenor and of an
equal aggregate principal amount, in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof. Such definitive notes shall be registered in the name or names of such
person or persons as the Depository shall instruct the registrar.



     Prior to due presentment of this Master Global Note for registration of transfer, the Issuer,
the Trustee or any agent of the Issuer or the Trustee may treat the holder in whose name this
Master Global Note is registered as the owner hereof for all purposes, whether or not this Master
Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by
notice to the contrary except as required by applicable law.



3









 





ASSIGNMENTS




FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto:




PLEASE INSERT SOCIAL SECURITY OR OTHER

   IDENTIFYING NUMBER OF ASSIGNEE:                                        




      


 



(Please print or type name and address,

including zip code of assignee)



the Master Global Note of KEYCORP and all rights thereunder and does hereby irrevocably constitute
and appoint:




      




Attorney to transfer the said Master Global Note on the books of the within-named Issuer, with full
power of substitution in the premises.




	 	 	 	 	 
	Dated
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	

NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Master Global Note in every particular,
without alteration or enlargement or any change
whatsoever.
	SIGNATURE GUARANTEED: