Trust Agreement of KeyCorp Capital VIII



 Exhibit 4(f) 
  
 TRUST AGREEMENT 
 OF 
 KEYCORP CAPITAL VIII 
  
 THIS TRUST AGREEMENT is made as of April 5, 2005 (this “Trust Agreement”), by and among KeyCorp, an Ohio corporation, as depositor (the
“Depositor”), and Deutsche Bank Trust Company Delaware, as trustee, and Daniel R. Stolzer, as trustee (jointly, the “Trustees”). The Depositor and the Trustees hereby agree as follows: 
  
 1. The trust created hereby shall be known as KeyCorp Capital VIII (the
“Trust”), in which name the Trustees or the Depositor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 
  
 2. The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. The Trustees hereby
acknowledge receipt of such amount in trust from the Depositor, which amount constitutes the initial trust estate. The Trustees hereby declare that they will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto
that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq. (the “Statutory Trust Act”), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act. 
  
 3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement or Declaration of Trust satisfactory to each such party and substantially in the form to be included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust
created hereby and the issuance of the Capital Securities and Common Securities referred to therein. Prior to the execution and delivery of such amended and restated Trust Agreement or Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect of the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed proper as are necessary to effect the transactions contemplated herein. 
  
 4. The Depositor, as sponsor of the Trust, is hereby authorized, in its discretion, (i) to prepare and file with the Securities and Exchange Commission
(the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement (the “1933 Act Registration
Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the Capital Securities of the Trust, (b) any preliminary
prospectus or prospectus or supplement thereto relating to the 

  









 
Capital Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the
“1934 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the Capital Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and
at such time as determined by the Depositor, to file with the New York Stock Exchange, Inc. or other exchange, or the National Association of Securities Dealers, Inc. (“NASD”), and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Capital Securities of the Trust to be listed on the New York Stock Exchange, Inc. or such other exchange, or the
NASD’s Nasdaq National Market; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be
necessary or desirable to register the Capital Securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver
letters or documents to, or instruments for filing with, a depository relating to the Capital Securities of the Trust; and (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to
the offering of the Capital Securities of the Trust. 
  
 In the
event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws to be executed on behalf of
the Trust by the Trustees, the Trustees, in their capacity as trustees of the Trust, are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees, in their
capacity as trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other
exchange, NASD, or state securities or “Blue Sky” laws. 
  
 5. This Trust Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
  
 6. The number of trustees of the Trust initially shall be two and thereafter
the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent
required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware.
Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the Depositor. 
  

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 7. The Trust may be dissolved and terminated before the issuance of the Capital Securities at the
election of the Depositor. 
  
 8. This Trust Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles). 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as of the day and year first above written. 
  

			
	 KEYCORP, as Depositor

		
	By:	 	 /s/ Daniel R. Stolzer

	 	 	 Name: Daniel R. Stolzer

	 	 	 Title: Authorized Officer

	
	 DEUTSCHE BANK TRUST

	 COMPANY DELAWARE, as trustee

		
	By:	 	 /s/ Elizabeth B. Ferry

	 	 	 Name: Elizabeth B. Ferry

	 	 	 Title: Assistant Vice President

	
	 Daniel R. Stolzer, as trustee

	
	 /s/ Daniel R. Stolzer



  

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