Form of Guarantee Agreement for KeyCorp Capital VIII



 Exhibit 4(1) 
  

  
 GUARANTEE AGREEMENT 
  
 between 
  
 KEYCORP, 
 as Guarantor, 
  
 and 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as Guarantee Trustee 
  

  
 KEYCORP CAPITAL VIII 
  

  
 Dated as of                      
  

  









  
 KEYCORP CAPITAL VIII

  
 Certain Sections of this Guarantee Agreement relating to

 Sections 310 through 318 of the 
 Trust Indenture Act of 1939: 
  

			
	 Section of
 Trust Indenture
Act

	  	 Section of
 Guarantee Agreement


	 310(a)
	  	4.1(a)
	       (b)
	  	4.1(c), 2.8
	       (c)
	  	Inapplicable
	 311(a)
	  	2.2(b)
	       (b)
	  	2.2(b)
	       (c)
	  	Inapplicable
	 312(a)
	  	2.2(a)
	       (b)
	  	2.2(b)
	 313
	  	2.3
	 314(a)
	  	2.4
	       (b)
	  	Inapplicable
	       (c)
	  	2.5
	       (d)
	  	Inapplicable
	       (e)
	  	1.1, 2.5, 3.2
	       (f)
	  	2.1, 3.2
	 315(a)
	  	3.1(d)
	       (b)
	  	2.7
	       (c)
	  	3.1(c)
	       (d)
	  	3.1(d)
	 316(a)
	  	1.1, 2.6, 5.4
	       (b)
	  	5.3, 5.7
	       (c)
	  	8.2
	 317(a)
	  	Inapplicable
	       (b)
	  	Inapplicable
	 318(a)
	  	2.1(b)
	       (b)
	  	2.1
	       (c)
	  	2.1(a)


 Note: This reconciliation and tie sheet shall not, for
any purpose, be deemed to be a part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions. 
  

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 TABLE OF CONTENTS

  

			
	ARTICLE I	  	 
		
	INTERPRETATION AND DEFINITIONS	  	 
		
	 SECTION 1.1. Interpretation
	  	2
	 SECTION 1.2. Definitions
	  	2
		
	ARTICLE II	  	 
		
	TRUST INDENTURE ACT	  	 
		
	 SECTION 2.1. Trust Indenture Act; Application
	  	6
	 SECTION 2.2. List of Holders
	  	6
	 SECTION 2.3. Reports by the Guarantee Trustee
	  	6
	 SECTION 2.4. Periodic Reports to the Guarantee Trustee
	  	7
	 SECTION 2.5. Evidence of Compliance with Conditions Precedent
	  	7
	 SECTION 2.6. Events of Default; Waiver
	  	7
	 SECTION 2.7. Events of Default; Notice
	  	7
	 SECTION 2.8. Conflicting Interests
	  	8
		
	ARTICLE III	  	 
		
	POWERS, DUTIES AND RIGHTS OF THE GUARANTEE
TRUSTEE	  	 
		
	 SECTION 3.1. Powers and Duties of the Guarantee Trustee
	  	8
	 SECTION 3.2. Certain Rights of Guarantee Trustee
	  	9
	 SECTION 3.3. Compensation; Indemnity; Fees
	  	11
		
	ARTICLE IV	  	 
		
	GUARANTEE TRUSTEE	  	 
		
	 SECTION 4.1. Guarantee Trustee; Eligibility
	  	12
	 SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee
	  	12
		
	ARTICLE V	  	 
		
	GUARANTEE	  	 
		
	 SECTION 5.1. Guarantee
	  	13
	 SECTION 5.2. Waiver of Notice and Demand
	  	13
	 SECTION 5.3. Obligations Not Affected
	  	13

  

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	 SECTION 5.4. Rights of Holders
	  	14
	 SECTION 5.5. Guarantee of Payment
	  	15
	 SECTION 5.6. Subrogation
	  	15
	 SECTION 5.7. Independent Obligations
	  	15
		
	ARTICLE VI	  	 
		
	COVENANTS AND SUBORDINATION	  	 
		
	 SECTION 6.1. Subordination
	  	15
	 SECTION 6.2. Pari Passu Guarantees
	  	16
		
	ARTICLE VII	  	 
		
	TERMINATION	  	 
		
	 SECTION 7.1. Termination
	  	16
		
	ARTICLE VIII	  	 
		
	MISCELLANEOUS	  	 
		
	 SECTION 8.1. Successors and Assigns
	  	16
	 SECTION 8.2. Amendments
	  	16
	 SECTION 8.3. Notices
	  	17
	 SECTION 8.4. Benefit
	  	18
	 SECTION 8.5. Governing Law
	  	18
	 SECTION 8.6. Counterparts
	  	18

  

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 GUARANTEE AGREEMENT, dated as
of                    , is executed and delivered by KEYCORP, an Ohio corporation (the “Guarantor”)
having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the
“Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of KEYCORP CAPITAL VIII, a Delaware statutory
trust (the “Issuer Trust”). 
  
 W I
T N E S S E T H : 
  
 WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as
of                 (the “Trust Agreement”), among the Guarantor, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative
Trustees named therein and the Holders from time to time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing $             aggregate Liquidation
Amount (as defined in the Trust Agreement) of its             % Capital Securities, Liquidation Amount $             per Capital
Security (the “Capital Securities”), representing preferred undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement; 
  
 WHEREAS, the Capital Securities will be issued by the Issuer
Trust and the proceeds thereof, together with the proceeds from the issuance of the Issuer Trust’s Common Securities (as defined below), will be used to purchase the Junior Subordinated Debentures (as defined in the Trust Agreement) of the
Guarantor which will be deposited with Deutsche Bank Trust Company Americas, as Property Trustee under the Trust Agreement, as trust assets; 
  
 WHEREAS, as an incentive for the Holders to purchase the Capital Securities, the Guarantor irrevocably and unconditionally agrees, to the
extent set forth herein, to pay to the Holders of the Capital Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein. 
  









 NOW, THEREFORE, in consideration of the purchase by each Holder of Capital
Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement to provide as follows for the benefit of the Holders from time to time of the Capital Securities:

  
 ARTICLE I 
  
 INTERPRETATION AND DEFINITIONS

  
 SECTION 1.1. Interpretation. 
  
 In this Guarantee Agreement, unless the context otherwise requires:

  
 (a) capitalized terms used in this Guarantee
Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.2; 
  
 (b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout; 
  
 (c) all references to “the Guarantee Agreement” or
“this Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented or amended from time to time; 
  
 (d) all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified; 
  
 (e) a term defined in
the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires; 
  
 (f) a reference to the singular includes the plural and vice-versa; and 
  
 (g) the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders. 
  
 SECTION 1.2. Definitions. 
  
 As used in this
Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings: 
  
 “Allocable Amounts”, when used with respect to any Senior Subordinated Debt, means the amount necessary to pay all
principal of (and premium, if any) and interest, if any, on such Senior Subordinated Debt in full less, if applicable, any portion of such amounts which would have been paid to, and retained by, the holders of such Senior Subordinated Debt (whether
as a result of the receipt of payments by the holders of such Senior Subordinated Debt from the Guarantor or any other obligor thereon or from any holders of, or trustee in respect of, other indebtedness that is subordinate and junior in right of
payment to such Senior Subordinated Debt pursuant to any provision of such indebtedness for the 

  

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payment over of amounts received on account of such indebtedness to the holders of such Senior Subordinated Debt) but for the fact that such Senior
Subordinated Debt is subordinate or junior in right of payment to trade accounts payable or accrued liabilities arising in the ordinary course of business. 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person; provided, however, that the Issuer Trust shall not be deemed to be an Affiliate of the Guarantor. For the purposes of this definition, “control”, when used with
respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing. 
  
 “Board of Directors” means either the board of directors of the Guarantor or any committee of that board duly authorized to act hereunder. 
  
 “Common Securities” means the securities
representing common undivided beneficial interests in the assets of the Issuer Trust. 
  
 “Event of Default” means a default by the Guarantor on any of its payment or other obligations under this Guarantee
Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default and shall not have cured such default within 30 days after receipt of such notice.

  
 “Guarantee Payments” means
the following payments or distributions, without duplication, with respect to the Capital Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions (as defined in the Trust
Agreement) required to be paid on the Capital Securities, to the extent the Issuer Trust shall have funds on hand available therefor at such time, (ii) the redemption price, including all accumulated and unpaid Distributions to the date of
redemption (the “Redemption Price”), with respect to any Capital Securities called for redemption by the Issuer Trust, to the extent the Issuer Trust shall have funds on hand available therefor at such time, and (iii) upon a
voluntary or involuntary termination, winding up or liquidation of the Issuer Trust, unless Junior Subordinated Debentures are distributed to the Holders, the lesser of (a) the aggregate of the Liquidation Amount of
$                 per Capital Security plus accumulated and unpaid Distributions on the Capital Securities to the date of payment to the extent that the Issuer Trust
shall have funds available therefor at such time and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders in liquidation of the Issuer Trust (in either case, the “Liquidation Distribution”).

  

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 “Guarantee Trustee” means Deutsche Bank Trust Company Americas, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee. 
  
 “Holder” means any holder, as registered on
the books and records of the Issuer Trust, of any Capital Securities; provided, however, that in determining whether the holders of the requisite percentage of Capital Securities have given any request, notice, consent or waiver hereunder,
“Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee. 
  
 “Indenture” means the Indenture dated as of December 4, 1996, between the Guarantor and Bankers Trust Company (now known
as Deutsche Bank Trust Company Americas), as trustee, as supplemented and amended from time to time. 
  
 “List of Holders” has the meaning specified in Section 2.2(a). 
  
 “Majority in Liquidation Amount of the Capital
Securities” means, except as provided by the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the Liquidation Amount of all then outstanding Capital Securities issued by the Issuer Trust.

  
 “Officers’ Certificate”
means, with respect to any Person, a certificate signed by the Chairman or a Vice Chairman of the Board of Directors of such Person or the President or a Vice President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of such Person, and delivered to the Guarantee Trustee. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include: 
  
 (a) a statement that each officer signing the Officers’
Certificate has read the covenant or condition and the definitions relating thereto; 
  
 (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the
Officers’ Certificate; 
  
 (c) a statement
that each officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

  
 (d) a statement as to whether, in the opinion
of each officer, such condition or covenant has been complied with. 
  

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 “Person” means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 
  
 “Responsible Officer” means, with respect
to the Guarantee Trustee, any Managing Director, any Director, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Associate, any Assistant Treasurer, any Trust Officer or Assistant Trust
Officer or any other officer of the Corporate Trust Department of the Guarantee Trustee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge
of and familiarity with the particular subject. 
  
 “Senior Debt” means any obligation of the Guarantor to its creditors, whether now outstanding or subsequently incurred, other than any obligation as to which, in the instrument creating or evidencing the obligation or
pursuant to which the obligation is outstanding, it is provided that such obligation is not Senior Debt. Senior Debt does not include Senior Subordinated Debt or the Junior Subordinated Debentures. 
  
 “Senior Indebtedness” means (i) Senior Debt
(but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business) and (ii) the Allocable Amounts of Senior Subordinated Debt. 
  
 “Senior Subordinated Debt” means any obligation of the Guarantor to its creditors, whether
now outstanding or subsequently incurred, where the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding, provides that it is subordinate and junior in right of payment to Senior Debt. Senior
Subordinated Debt includes the Guarantor’s outstanding subordinated debt securities and any subordinated debt securities issued in the future with substantially similar subordination terms and does not include the Junior Subordinated Debentures
or any subordinated debt securities issued in the future or the past with substantially similar subordination terms. 
  
 “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee
Trustee under Section 4.1. 
  
 “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended. 
  
 Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement as in effect on the date hereof. 
  

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 ARTICLE II 
  
 TRUST INDENTURE ACT 

 
 SECTION 2.1. Trust Indenture Act; Application. 
  
 (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions. 
  
 (b) If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act through the operation of Section 318(c) thereof, such imposed duties shall control. If any provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act which may be so
modified or excluded, the latter provision shall be deemed to apply to this Guarantee Agreement as so modified or to be excluded, as the case may be. 
  
 SECTION 2.2. List of Holders. 
  
 (a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (the “List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (b) at such other times as
the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such
information is in the possession or control of the Guarantor and is not identical to a previously supplied list of Holders or has not otherwise been received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders. 
  
 (b) The Guarantee Trustee shall comply with its obligations under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act. 
  
 SECTION 2.3. Reports by the Guarantee Trustee. 
  
 Not later than May 31 of each year, commencing May 31, 2006, the Guarantee Trustee shall provide to the Holders such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act. The Guarantor will notify the Guarantee Trustee if and when any Capital Securities are listed on any stock exchange. 
  

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 SECTION 2.4. Periodic Reports to the Guarantee Trustee. 
  
 The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act. 
  
 SECTION 2.5. Evidence of Compliance with Conditions Precedent. 
  
 The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate. 
  
 SECTION 2.6. Events of Default; Waiver. 
  
 The Holders of a Majority in Liquidation Amount of the Capital Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom. 
  
 SECTION 2.7. Events of Default; Notice. 
  
 (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class
postage prepaid, to the Holders, notices of all Events of Default known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee
Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the Holders. 
  
 (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of Default. 
  

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 SECTION 2.8. Conflicting Interests. 
  
 The Trust Agreement and the Indenture shall be deemed to be specifically described in this Guarantee Agreement for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. 
  
 ARTICLE III 
  
 POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE 
  
 SECTION 3.1. Powers and Duties of the Guarantee Trustee. 
  
 (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by such Successor
Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of
its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. 
  
 (b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. 
  
 (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth
in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee
Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his
or her own affairs. 
  
 (d) No provision of this Guarantee
Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
  
 (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of
Default that may have occurred: 
  
 (A) the
duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Guarantee Agreement; and 
  

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 (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee
Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this Guarantee Agreement; 
  
 (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; 
  
 (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and 
  
 (iv) no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 SECTION 3.2. Certain Rights of Guarantee Trustee. 
  
 (a) Subject to the provisions of Section 3.1: 
  
 (i) The Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by 

  

 9 








 
it to be genuine and to have been signed, sent or presented by the proper party or parties. 
  
 (ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently
evidenced by an Officers’ Certificate unless otherwise prescribed herein. 
  
 (iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved
or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’
Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor. 
  
 (iv) The Guarantee Trustee may consult with legal counsel, and the written advice or opinion of such legal counsel with respect to legal
matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to
the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

  
 (v) The Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity as would
satisfy a reasonable person in the position of the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise
the rights and powers vested in it by this Guarantee Agreement. 
  
 (vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. 
  

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 (vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

  
 (viii) Whenever in the administration of this
Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B)
may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions. 
  
 (b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a
duty to act in accordance with such power and authority. 
  
 SECTION 3.3. Compensation; Indemnity; Fees. 
  
 The Guarantor agrees: 
  
 (a) to pay to
the Guarantee Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provisions of law in regard to the compensation of a trustee of an express trust); 

 
 (b) except as otherwise expressly provided herein, to
reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
  
 (c) to indemnify the Guarantee Trustee and its directors, officers, agents and employees for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs
and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Guarantee 

  

 11 








 
Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement. 

 
 The provisions of this Section 3.3. shall survive the
termination of this Guarantee Agreement or the earlier resignation or removal of the Guarantee Trustee. 
  
 ARTICLE IV 
  
 GUARANTEE TRUSTEE 
  
 SECTION 4.1. Guarantee Trustee; Eligibility. 
  
 (a) There shall at all times be a Guarantee Trustee which shall: 
  
 (i) not be an Affiliate of the Guarantor; and 
  
 (ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section
310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 
  
 (b) If at any time the Guarantee Trustee shall cease to be eligible to so act
under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c). 
  
 (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act,
the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 
  
 SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee. 
  
 (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.

  
 (b) The Guarantee Trustee shall not be removed until a
Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor. 
  

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 (c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall
have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor,
which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning
Guarantee Trustee. 
  
 (d) If no Successor Guarantee Trustee shall
have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. 
  
 ARTICLE V 
  
 GUARANTEE 
  
 SECTION 5.1. Guarantee. 
  
 The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer Trust may have or assert, except the defense of payment. The Guarantor’s obligation to make a Guarantee Payment
may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders. 
  
 SECTION 5.2. Waiver of Notice and Demand. 
  
 The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand
for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands. 
  
 SECTION 5.3. Obligations Not
Affected. 
  
 The obligations, covenants, agreements and
duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: 
  
 (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer
Trust of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer Trust; 
  

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 (b) the extension of time for the payment by the Issuer Trust of all or any portion of
the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Junior Subordinated Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities; 
  
 (c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any
kind; 
  
 (d) the voluntary or involuntary
liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer
Trust or any of the assets of the Issuer Trust; 
  
 (e) any invalidity of, or defect or deficiency in, the Capital Securities; 
  
 (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or 
  
 (g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation), it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances. 
  
 There shall be no obligation of the Holders to give
notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing. 
  
 SECTION 5.4. Rights of Holders. 
  
 The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Capital Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or 

  

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exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person. 
  
 SECTION 5.5. Guarantee of Payment. 
  
 This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or upon distribution of Junior Subordinated Debentures to Holders
as provided in the Trust Agreement. 
  
 SECTION 5.6.
Subrogation. 
  
 The Guarantor shall be subrogated to all
rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Issuer Trust pursuant to Section 5.1; provided,
however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in
all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders. 
  
 SECTION 5.7. Independent Obligations. 
  
 The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Capital Securities
and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.3 hereof. 
  
 ARTICLE VI 
  
 COVENANTS AND SUBORDINATION

  
 SECTION 6.1. Subordination. 
  
 The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Indebtedness of the Guarantor. The obligations of the Guarantor 

  

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under this Guarantee Agreement do not constitute Senior Indebtedness, Senior Debt or Senior Subordinated Debt. 
  
 SECTION 6.2. Pari Passu Guarantees. 
  
 The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any KeyCorp Trust (as defined in the Indenture). 

 
 ARTICLE VII 
  
 TERMINATION 
  
 SECTION 7.1. Termination. 
  
 This Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Capital Securities,
(ii) the distribution of Junior Subordinated Debentures to the Holders in exchange for all of the Capital Securities or (iii) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Issuer Trust.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Capital Securities or this Guarantee
Agreement. 
  
 ARTICLE VIII 
  
 MISCELLANEOUS 
  
 SECTION 8.1. Successors and Assigns. 
  
 All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Capital Securities then outstanding. Except in connection with a consolidation, merger or sale involving the
Guarantor that is permitted under Article VIII of the Indenture and pursuant to which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder.

  
 SECTION 8.2. Amendments. 
  
 Except with respect to any changes which do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the 

  

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Holders of not less than a Majority in Liquidation Amount of the Capital Securities. The provisions of Article VI of the Trust Agreement concerning meetings
of the Holders shall apply to the giving of such approval. 
  
 SECTION 8.3. Notices. 
  
 Any notice, request or
other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows: 
  
 (a) if given to the Guarantor, to the address set forth
below or such other address, facsimile number or to the attention of such other Person as the Guarantor may give notice to the Holders: 
  
 KeyCorp 
 127 Public Square 
 Cleveland, Ohio 44114-1306 
  
 Facsimile No.: (216) 689-4121 
 Attention:
General Counsel 
  
 (b) if given to the Issuer
Trust, in care of the Guarantee Trustee, at the Issuer Trust’s (and the Guarantee Trustee’s) address set forth below or such other address as the Guarantee Trustee on behalf of the Issuer Trust may give notice to the Holders: 

 
 KeyCorp Capital VIII 
 c/o KeyCorp 
 127 Public Square 

Cleveland, Ohio 44114-1306 
  
 Facsimile No.: (216) 689-4121 
 Attention:
General Counsel 
  
 with a copy to: 

 
 Deutsche Bank Trust Company Americas 
 60 Wall Street 
 Mail Stop NYC 60-2710,
27th Floor 
 New York, NY 10005 
  
 Facsimile No.: (212) 578.4635

 Attention: Corporate Trust and Agency Services 
  

(c) if given to any Holder, at the address set forth on the books and records of the Issuer Trust. 
  

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 All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt
confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed
to have been delivered on the date of such refusal or inability to deliver. 
  
 SECTION 8.4. Benefit. 
  
 This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Capital Securities. 
  
 SECTION 8.5. Governing Law. 
  
 THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
  
 SECTION 8.6. Counterparts. 
  
 This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, the undersigned have executed this
Guarantee Agreement as of the date first above written. 
  

			
	KEYCORP
		
	By	 	 
	 	 	 Name:

	 	 	 Title:

	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, 
	 as Guarantee Trustee

		
	By	 	 
	 	 	 Name:

	 	 	 Title:



  

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