Form of First Supplemental Indenture



 Exhibit 4(b) 
  

  
 FIRST SUPPLEMENTAL INDENTURE 
  
 Dated as of
                     
  
 between 
  
 KEYCORP 
  
 and 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee 
  
 to 
  
 JUNIOR SUBORDINATED INDENTURE 
  
 Dated as of December 4, 1996 
  
 between 
  
 KEYCORP 
  
 and 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS 
 (formerly known as Bankers Trust
Company), as Trustee 
  








 FIRST SUPPLEMENTAL INDENTURE, dated as of
                ,          (this “First Supplemental Indenture”) between KEYCORP, an Ohio
corporation (the “Corporation”), having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), a New York banking corporation, as
trustee (the “Trustee”), to the Junior Subordinated Indenture dated as of December 4, 1996, between the Corporation and the Trustee (the “Indenture”). All capitalized terms used in this First Supplemental Indenture
and not otherwise defined herein have the meanings given such terms in the Indenture. 
  
 RECITALS OF THE CORPORATION 
  
 WHEREAS, the Corporation and the Trustee entered into the Indenture, pursuant to which one or more series of unsecured junior subordinated debt securities of the Corporation (the “Securities”) may be issued from time to
time; and 
  
 WHEREAS, Section 9.1 of the Indenture provides,
among other things, that without the consent of the Holders of any Securities, the Corporation, when authorized by a Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture in form satisfactory to the Trustee in
order to change or eliminate any provision of the Indenture provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provision or (b) not apply to any Outstanding Securities; and 
  
 WHEREAS, the Corporation wishes to amend the Indenture as provided herein, but only with respect to any series of Securities issued on or after the date
of this First Supplemental Indenture; and 
  
 WHEREAS, all things
necessary to make this First Supplemental Indenture a valid agreement of the Corporation, in accordance with its terms, have been done. 
  
 NOW, THEREFORE, in consideration of the foregoing recitals and other valuable consideration, the receipt whereof is hereby acknowledged, the Corporation
agrees with the Trustee, as follows: 
  
 ARTICLE I

  
 AMENDMENTS 
  
 Section 1.1. Amendment of Section 1.1. Definitions. For any series of
Securities issued on or after the date of this First Supplemental Indenture, the following definition shall be added to Section 1.1: 
  
 “‘Debenture Default’ has the meaning specified in Section 5.1.” 
  
 Section 1.2. Amendment of Section 3.5. Global Securities. For any
series of Securities issued on or after the date of this First Supplemental Indenture, the reference to “Event of Default” contained in Section 3.5(b) of the Indenture shall be deleted and replaced by “Debenture Default”.

  









 Section 1.3. Amendment of Section 5.1. Events of Default. For any series of Securities issued on
or after the date of this First Supplemental Indenture, Section 5.1 of the Indenture shall not apply and shall be replaced with Section 5.1 below: 
  
 “Section 5.1. Events of Default; Debenture Default. 
  
 (a) “Event of Default”, wherever used herein with respect to the Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Thirteen or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body) except as may be specified pursuant to Section 3.1: 
  

(1) default in the payment of any interest upon any Security of that series, including any Additional Interest in respect thereof, when
it becomes due and payable, and continuance of such default for a period of 30 days following the deferral of such interest for 10 consecutive semi-annual periods (or 20 consecutive quarterly periods, as the case may be); or 
  
 (2) the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Corporation a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Corporation under the Bankruptcy Code or any other similar applicable Federal or State law, which
decree or order shall have continued undischarged and unstayed for a period of 60 days; or the entry of a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of the Corporation or of its property, or for the winding up or liquidation of its affairs, which decree or order shall have continued undischarged and unstayed for a period of 60 days; or 
  
 (3) the commencement by the Corporation of voluntary
proceedings to be adjudicated a bankrupt, or consent by the Corporation to the filing of a bankruptcy proceeding against it, or the filing by the Corporation of a petition or answer or consent seeking reorganization under the Bankruptcy Code or any
other similar Federal or State law, or consent by the Corporation to the filing of any such petition, or the consent by the Corporation to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its
property, or the making by the Corporation of an assignment for the benefit of creditors, or the admission by the Corporation in writing of its inability to pay its debts generally as they become due. 
  
 (b) “Debenture Default”, wherever used herein with
respect to Securities of any series, means any one of the following events (whatever the reason for such Default and whether it shall be occasioned by the provisions of Article Thirteen or be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation or any administrative or governmental body) except as may be specified pursuant to Section 3.1: 
  
 (1) an Event of Default with respect to Securities of that
series specified in Section 5.1(a); or 
  

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 (2) a default in the payment of any installment of interest (including any Additional
Interest) on any Security of that series when such interest becomes due and payable and such default continues for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period), or 
  
 (3) a default in the payment of the principal of (or
premium, if any, on) any Security of that series at its Maturity; or 
  
 (4) failure on the part of the Corporation duly to observe or perform any other of the covenants or agreements on the part of the Corporation in the Securities of that series or in this Indenture for a period of 90
days after the date on which written notice of such failure, requiring the Corporation to remedy the same, shall have been given to the Corporation by the Trustee by registered or certified mail or to the Corporation and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Outstanding Securities of that series.” 
  
 Section 1.4. Amendment of Section 5.2. Acceleration of Maturity; Rescission and Annulment. For any series of Securities issued on or after the date
of this First Supplemental Indenture, Section 5.2 of the Indenture shall not apply and shall be replaced with Section 5.2 below: 
  
 “Section 5.2. Acceleration of Maturity; Rescission and Annulment. 
  
 If an Event of Default described in Section 5.1(a)(1) with
respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare
the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of that series to be due and payable immediately, by a
notice in writing to the Corporation (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to an Issuer Trust, if, upon such an Event of Default, the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of such series fail to declare the principal of all the Outstanding Securities of such series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation
Amount (as defined in the related Trust Agreement) of the related series of Capital Securities issued by such Issuer Trust then outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee; and
upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable. Payment of principal and
interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided. If an Event of Default
described in Section 5.1(a)(2) or 5.1(a)(3) with respect 

  

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to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such series (or, if the Securities of such series
are Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable. 
  
 At any time
after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Corporation and the Trustee, may rescind and annul such declaration and its consequences if: 
  
 (1) the Corporation has paid or deposited with the Trustee a
sum sufficient to pay: 
  
 (A) all overdue
installments of interest (including any Additional Interest) on all Securities of such series, 
  
 (B) the principal of (and premium, if any, on) any Securities of such series that have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Securities, and 
  
 (C) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
  
 (2) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. 
  
 In the case of Securities of a series initially issued to a KeyCorp Trust, if the holders of a majority in
aggregate liquidation amount (as defined in the Trust Agreement under which such KeyCorp Trust is formed) of the related series of Capital Securities issued by such KeyCorp Trust shall also have the right to rescind and annul such declaration and
its consequences by written notice to the Corporation and the Trustee, subject to the satisfaction of the conditions set forth in Clauses (1) and (2) above of this Section 5.2. 
  
 No such rescission shall affect any subsequent default or impair any right consequent thereon.”

  
 Section 1.5. Amendment of Section 5.3. Collection of
Indebtedness and Suits for Enforcement by Trustee. For any series of Securities issued on or after the date of this First Supplemental Indenture, Section 5.3 of the Indenture shall not apply and shall be replaced with Section 5.3 below:

  
 “Section 5.3. Collection of
Indebtedness and Suits for Enforcement by Trustee. 
  

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 (a) The Corporation covenants that if: 
  
 (1) there is a default in the payment of any installment of
interest (including any Additional Interest) on any Security of any series when such interest becomes due and payable and such default continues for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period), or

  
 (2) there is a default in the payment of the
principal of (or premium, if any, on) any Security at the Maturity thereof; 
  
 the Corporation will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities the whole amount then due and payable on such Securities for principal, including any sinking fund payment
or analogous obligations (and premium, if any) and interest (including any Additional Interest) and, in addition thereto, all amounts owing to the Trustee under Section 6.7. 
  
 If the Corporation fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Corporation or any other obligor upon
such Security or Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Corporation or any other obligor upon such Security or Securities, wherever situated. 
  
 If a Debenture Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.” 
  
 Section 1.6. Amendment of Section 5.7. Limitation on Suits. For any
series of Securities issued on or after the date of this First Supplemental Indenture, the references to “Event of Default” contained in Section 5.7(1) and 5.7(2) of the Indenture shall be deleted and replaced by “Debenture
Default”. 
  
 Section 1.7. Amendment of Section 5.8.
Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action by Holders of Capital Securities. For any series of Securities issued on or after the date of this First Supplemental Indenture, the phrase “upon the
occurrence of an Event of Default described in Section 5.1(1) or 5.1(2)” contained in Section 5.8 of the Indenture shall be deleted and replaced by the phrase “upon the occurrence of a Debenture Default described in Section 5.1(a)(1),
5.1(b)(2) or 5.1(b)(3)”. 
  

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 Section 1.8. Amendment of Section 5.11. Delay or Omission Not Waiver. For any series of Securities
issued on or after the date of this First Supplemental Indenture, the two references to “Event of Default” contained in the first paragraph of Section 5.11 of the Indenture shall be deleted and replaced by “Debenture Default”.

  
 Section 1.9. Amendment of Section 5.13. Waiver of Past
Defaults. For any series of Securities issued on or after the date of this First Supplemental Indenture, the reference to “Event of Default” contained in the last paragraph of Section 5.13 of the Indenture shall be deleted and replaced
by “Debenture Default”. 
  
 Section 1.10. Amendment
of Section 6.1. Certain Duties and Responsibilities. For any series of Securities issued on or after the date of this First Supplemental Indenture, the references to “Event of Default” contained in Sections 6.1(a) and (b) of the
Indenture shall be deleted and replaced by “Debenture Default”. 
  
 Section 1.11. Amendment of Section 6.2. Notice of Defaults. For any series of Securities issued on or after the date of this First Supplemental Indenture, the reference to “Event of Default” contained
in the last sentence of Section 6.2 of the Indenture shall be deleted and replaced by “Debenture Default”. 
  
 Section 1.12. Amendment of Section 8.1. Company May Consolidate, Etc., Only on Certain Terms. For any series of Securities issued on or after the
date of this First Supplemental Indenture, the two references to “Event of Default” contained in Section 8.1(2) of the Indenture shall be deleted and replaced by “Debenture Default”. 
  
 Section 1.13. Amendment of Section 9.1. Supplemental Indentures without
Consent of Holders. For any series of Securities issued on or after the date of this First Supplemental Indenture, the reference to “Event of Default” contained in Section 9.1(5) of the Indenture shall be deleted and replaced by
“Debenture Default”. 
  
 Section 1.14. Amendment of
Section 9.2. Supplemental Indentures with Consent of Holders. For any series of Securities issued on or after the date of this First Supplemental Indenture, the three references to “Event of Default” contained in the proviso paragraph
of Section 9.2 of the Indenture shall be deleted and replaced by “Debenture Default”. 
  
 Section 1.15. Amendment of Section 10.6. Additional Sums. For any series of Securities issued on or after the date of this First Supplemental
Indenture, the phrase “so long as no Event of Default has occurred and is continuing and” contained in Section 10.6 of the Indenture shall be deleted. 
  

Section 1.16. Amendment of Section 10.7. Additional Covenants. For any series of Securities issued on or after the date of this First
Supplemental Indenture, the reference to “Event of Default” contained in Section 9.1(5) of the Indenture shall be deleted and replaced by “Debenture Default”. 
  

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 ARTICLE II 
  

MISCELLANEOUS 
  
 Section 2.1. Effect of First Supplemental Indenture on Indenture. This First Supplemental Indenture is a supplement to the Indenture. As
supplemented by this First Supplemental Indenture, the Indenture is in all respects ratified, approved and confirmed, and the Indenture and this First Supplemental Indenture shall together constitute one and the same instrument. 
  
 Section 2.2. Effective Date. The modifications to the Indenture set
forth in this First Supplemental Indenture shall become effective on the date first written above. 
  
 Section 2.3. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 Section 2.4. Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the jurisdiction
that govern the Indenture and its construction. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed
by their respective officers duly authorized, as of the date and year first above written. 
  

			
	 KEYCORP

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	 Attest:

	
	 
	 Name:
	 	 
	 Title:
	 	 

  

			
	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS, as Trustee

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	 Attest:

	
	 
	 Name:
	 	 
	 Title:
	 	 

  
 Signature Page to First
Supplemental Indenture