EX-4.2(e)






Exhibit 4.2(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.



THIS SECURITY IS GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”), AND THE RIGHTS
OF THE HOLDER OF THIS SECURITY ARE SUBJECT TO CERTAIN RIGHTS OF THE FDIC, AS AND TO THE EXTENT SET
FORTH IN THIS SECURITY, INCLUDING SECTIONS 14, 15, 16, 17, 18, 19, 20, 21 AND 22 ON THE REVERSE
HEREOF.




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 in 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.





 









 







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):



CALCULATION AGENT: KeyBank National Association



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                      ($                    ) 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; provided further, that, with respect to Section 18 on the
reverse hereof and Exhibit B hereto, the definition of “Business Day” therein shall apply.



     “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.



     The Company and the Trustee acknowledge that the Company has not opted out of the debt
guarantee program (the “Debt Guarantee Program”) established by the Federal Deposit Insurance
Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program. As a result, this debt is
guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and
credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s
regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of
the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.



     The Trustee is hereby designated as the duly authorized representative of the Holder for
purposes of making claims and taking other permitted or required actions under the Debt Guarantee
Program (the “Representative”). Any Holder may elect not to be represented by the Representative by
providing written notice of such election to the Representative.



     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



4









 







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 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 f
ive 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. Remedies. Sections 501 and 502 of the Indenture are hereby amended with
respect to the Securities of this series to the extent necessary to comply with Section 5.01 and
Annex A of the Master Agreement, executed by the Company and delivered to the FDIC on December 8,
2008, as the same may be amended from time to time (the “Master Agreement”), by and between the
Company and the FDIC, attached hereto as Exhibit A. Subject to the immediately preceding
sentence and Section 20 of the reverse of this Security, if an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.



     Section 15. Subrogation. The FDIC shall be subrogated to all of the rights of the
Holder and the Representative under this Security and the Indenture against the Company in respect
of any amounts paid to the Holder, or for the benefit of the Holder, by the FDIC pursuant to the
Debt Guarantee Program.



     Section 16. Agreement to Execute Assignment upon Guarantee Payment. The Holder hereby
authorizes the Representative, at such time as the FDIC shall commence making any guarantee
payments to the Representative for the benefit of the Holder pursuant to the Debt Guarantee
Program, to execute an assignment in the form attached to this Security as Exhibit B
pursuant to which the Representative shall assign to the FDIC its right as Representative to
receive any and all payments from the Company under this Security on behalf of the Holder. The
Company hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion
of the indebtedness hereunder for all purposes of this Security and upon any such assignment, the
FDIC shall be deemed the Holder of this Security for all purposes hereof, and the Company hereby
agrees to take such reasonable steps as are necessary to comply with any relevant provision of this
Security and the Indenture as a result of such assignment.



18









 





     Section 305 of the Indenture is hereby amended with respect to the Securities of this series
to the extent necessary to permit the Holder, the Representative and the Company to comply with
this Section 16.



     Section 17. Surrender of Senior Unsecured Debt Instrument to the FDIC. If, at any time
on or prior to the expiration of the period during which senior unsecured debt of the Company is
guaranteed by the FDIC under the Debt Guarantee Program (the “Effective Period”), payment in full
hereunder shall be made pursuant to the Debt Guarantee Program on the outstanding principal and
accrued interest to such date of payment, the Holder shall, or the Holder shall cause the person or
entity in possession to, promptly surrender to the FDIC this Security.



     Section 18. Notice Obligations to FDIC of Payment Default. If, at any time prior to
the earlier of (a) full satisfaction of the payment obligations hereunder, or (b) expiration of the
Effective Period, the Company is in default of any payment obligation hereunder, including timely
payment of any accrued and unpaid interest, without regard to any cure period, the Representative
covenants and agrees that it shall provide written notice to the FDIC within one (1) Business Day
of such payment default. Solely for the purpose of this Section 18, “Business Day” means any day
that is not a Saturday, a Sunday or a day on which banks are required or authorized by law to be
closed in the State of New York.



     Section 19. Ranking. Any indebtedness of the Company to the FDIC arising under Section
2.03 of the Master Agreement will constitute a senior unsecured general obligation of the Company,
ranking pari passu with any indebtedness hereunder.



     Section 20. No Event of Default during Time of Timely FDIC Guarantee Payments. There
shall not be deemed to be an Event of Default under this Security or the Indenture which would
permit or result in the acceleration of amounts due hereunder, if such an Event of Default is due
solely to the failure of the Company to make timely payment hereunder, provided that the FDIC is
making timely guarantee payments with respect to the Securities of this series in accordance with
12 C.F.R Part 370.



     Section 21. No Modifications without FDIC Consent. Without the express written consent
of the FDIC, the Company and the Trustee agree not to amend, modify, supplement or waive any
provision in this Security or the Indenture that is related to the principal, interest, payment,
default or ranking of the indebtedness hereunder or that is required to be included herein pursuant
to the Master Agreement.



     Section 22. Demand Obligations to FDIC upon the Company’s Failure to Pay. Upon an
uncured failure by the Company to make a timely payment of principal or interest on this Security
(a “Payment Default”), the Representative, on behalf of all holders of such Security that are
represented by the Representative, shall submit to the FDIC a demand for payment by the FDIC of
such unpaid principal and interest (i) in the case of any payment due by the Company prior to the
final maturity or redemption of such Security, on the earlier of the date that the applicable cure
period ends (or if such date is not a Business Day, the immediately succeeding Business Day) and 60
days following such Payment Default and (ii) in the case of any payment due by the Company on the
final maturity date or on a redemption date for such Security, on such final maturity date or
redemption date (or if such date is not a Business Day, the



19









 







immediately succeeding Business Day). Such demand shall be accompanied by a proof of claim,
which shall include evidence, to the extent not previously provided in the Master Agreement, in
form and content satisfactory to the FDIC, of: (A) the Representative’s financial and
organizational capacity to act as Representative; (B) the Representative’s exclusive authority to
act on behalf of the holder and its fiduciary responsibility to the holder when acting as such, as
established by the terms of this Security and the Indenture; (C) the occurrence of a payment
default; and (D) the authority to make an assignment of the holder’s right, title, and interest in
this Security to the FDIC and to effect the transfer to the FDIC of the holder’s claim in any
insolvency proceeding. Such assignment shall include the right of the FDIC to receive any and all
distributions on this Security from the proceeds of the receivership or bankruptcy estate. Any
demand under this paragraph shall be made in writing and directed to the Director, Division of
Resolution and Receiverships, Federal Deposit Insurance Corporation, Washington, D.C., and shall
include all supporting evidences as provided in this paragraph, and shall certify to the accuracy
thereof.



     Section 23. 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 24. Governing Law; Conflicts. This Security shall be governed by and construed in
accordance with the law of the State of New York. In the event of any conflict between the
provisions of the Indenture and this Security, on the one hand, and the rules and regulations of
the Debt Guarantee Program or the Master Agreement (and any amendment thereto), on the other hand,
such rules and regulations and/or Master Agreement shall control.



20









 





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                                                                 	 	 	 
	 	 	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 A




FDIC MASTER AGREEMENT






 


MASTER AGREEMENT




Federal Deposit Insurance Corporation





Temporary Liquidity Guarantee Program —Debt Guarantee Program





 





TLGP Master Agreement
11/24/08




A-1









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	     1.01.

	 	Certain Defined Terms
	 	 	1	 
	     1.02.

	 	Terms Generally
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II SENIOR DEBT GUARANTEE	 	 	2	 
	 
	 	 	 	 	 	 
	     2.01.

	 	Acknowledgement of Guarantee
	 	 	2	 
	     2.02.

	 	Guarantee Payments
	 	 	2	 
	     2.03.

	 	Issuer Make-Whole Payments
	 	 	3	 
	     2.04.

	 	Waiver of Defenses
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE ISSUER	 	 	4	 
	 
	 	 	 	 	 	 
	     3.01.

	 	Organization and Authority
	 	 	4	 
	     3.02.

	 	Authorization, Enforceability
	 	 	4	 
	     3.03.

	 	Reports
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV NOTICE AND REPORTING	 	 	5	 
	 
	 	 	 	 	 	 
	     4.01.

	 	Reports of Existing and Future Guaranteed Debt
	 	 	5	 
	     4.02.

	 	On-going Reporting
	 	 	5	 
	     4.03.

	 	Notice of Defaults
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE V COVENANTS AND ACKNOWLEDGMENTS OF THE ISSUER	 	 	6	 
	 
	 	 	 	 	 	 
	     5.01.

	 	Terms to be included in Future Guaranteed Debt
	 	 	6	 
	     5.02.

	 	Breaches; False or Misleading Statements
	 	 	6	 
	     5.03.

	 	No Modifications
	 	 	6	 
	     5.04.

	 	Waiver by the Issuer
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VI GENERAL PROVISIONS	 	 	6	 
	 
	 	 	 	 	 	 
	     6.01.

	 	Amendment and Modification of this Master Agreement
	 	 	6	 
	     6.02.

	 	Notices
	 	 	7	 
	     6.03.

	 	Counterparts
	 	 	7	 
	     6.04.

	 	Severability
	 	 	7	 
	     6.05.

	 	Governing Law
	 	 	7	 
	     6.06.

	 	Venue
	 	 	7	 
	     6.07.

	 	Assignment
	 	 	7	 
	     6.08.

	 	Headings
	 	 	8	 
	     6.09.

	 	Delivery Requirement
	 	 	8	 
	 
	 	 	 	 	 	 
	Annex A

	 	Terms to be Included in Future Issuances of FDIC Guaranteed Senior
Unsecured Debt	 	 	 	 
	 
	 	 	 	 	 	 
	Annex B

	 	Form of Assignment	 	 	 	 






TLGP Master Agreement
11/24/08




 











 





MASTER AGREEMENT




     THIS MASTER AGREEMENT (this “Master Agreement”) is being entered into as of the date set forth
on the signature page hereto by and between THE FEDERAL DEPOSIT INSURANCE CORPORATION, a
corporation organized under the laws of the United States of America and having its principal
office in Washington, D.C. (the “FDIC”), and the entity whose name appears on the signature page
hereto (the “Issuer”).



RECITALS




     WHEREAS, on November 21, 2008, the FDIC issued its Final Rule, 12 C.F.R. Part 370 (as may be
amended from time to time, the “Rule”), establishing the Temporary Liquidity Guarantee Program (the
“Program”); and



     WHEREAS, pursuant to the Rule, the FDIC will guarantee the payment of certain newly-issued
“senior unsecured debt” (as defined in the Rule, hereinafter “Senior Unsecured Debt”) issued by an
“eligible entity” (as defined in the Rule); and



     WHEREAS, the Issuer is an eligible entity for purposes of the Rule and has elected to
participate in the debt guarantee component of the Program.



ARTICLE I

DEFINITIONS




     1.01. Certain Defined Terms. As used in this Master Agreement, the following terms shall have
the following meanings:



          “Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are
required or authorized by law to be closed in the State of New York.



          “FDIC” has the meaning ascribed to such term in the introductory paragraph to this Master
Agreement.



          “FDIC Guarantee” means the guarantee of payment by the FDIC of the Senior Unsecured Debt of
the Issuer in accordance with the terms of the Program.



          “Guarantee Payment” means any payment made by the FDIC under the Program with respect to
Senior Unsecured Debt of the Issuer.



          “Guarantee Payment Notice” has the meaning ascribed to such term in Section 2.02.



          “Issuer” has the meaning ascribed to such term in the introductory paragraph to this Master
Agreement.



          “Issuer Make-Whole Payments” has the meaning ascribed to such term in Section 2.03.



TLGP Master Agreement

11/24/08




 









 








          “Issuer Reports” means reports, registrations, documents, filings, statements and submissions,
together with any amendments thereto, that the Issuer or any subsidiary of the Issuer is required
to file with any governmental entity.



          “Master Agreement” means this Master Agreement, together with all Annexes and amendments
hereto.



          “Material Adverse Effect” means a material adverse effect on the business, results of
operations or financial condition of the Issuer and its consolidated subsidiaries taken as a whole.



          “Program” has the meaning ascribed to such term in the Recitals.



          “Reimbursement Payment” has the meaning ascribed to such term in Section 2.03.



          “Relevant Provision” means any provision that is related to the principal, interest, payment,
default or ranking of the Senior Unsecured Debt, any provision contained in Annex A or any other
provision the amendment of which would require the consent of any or all of the holders of such
debt.



          “Representative” means the trustee, administrative agent, paying agent or other fiduciary or
agent designated as the “Representative” under the governing documents for any Senior Unsecured
Debt of the Issuer subject to the FDIC Guarantee for purposes of submitting claims or taking other
actions under the Program.




          “Rule” has the meaning ascribed to such term in the Recitals.




          “Senior Unsecured Debt” has the meaning ascribed to such term in the Recitals.



     1.02. Terms Generally. Words in the singular shall be held to include the plural and vice
versa and words of one gender shall be held to include the other gender as the context requires,
the terms “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise
stated, be construed to refer to this Master Agreement and not to any particular provision of this
Master Agreement, and Article, Section and paragraph references are to the Articles, Sections and
paragraphs of this Master Agreement unless otherwise specified, and the word “including” and words
of similar import when used in this Master Agreement shall mean “including, without limitation”,
unless otherwise specified.



ARTICLE II

SENIOR DEBT GUARANTEE




     2.01. Acknowledgement of Guarantee. The FDIC hereby acknowledges that the Issuer has elected
to participate in the debt guarantee component of the Program and that, as a result, the Issuer’s
Senior Unsecured Debt is guaranteed by the FDIC to the extent set forth in, and subject to the
provisions of, the Rule, and subject to the terms hereof.



     2.02. Guarantee Payments. The Issuer understands and acknowledges that any Guarantee Payment
with respect to a particular issue of Senior Unsecured Debt shall be paid by the FDIC directly to:




					
	 	 	 	 	 
	 
	 	2
	 	TLGP Master Agreement
	 
	 	 	 	11/24/08






 









 






     (a) the Representative with respect to such Senior Unsecured Debt if a Representative has been
designated; or



     (b) the registered holder(s) of such Senior Unsecured Debt if no Representative has been
designated; or



     (c) any registered holder of such Senior Unsecured Debt who has opted out of being represented
by the designated Representative;



in each case, pursuant to the claims procedure set forth in the Rule. In no event shall the FDIC
make any Guarantee Payment to the Issuer directly. The FDIC will provide prompt written notice to
the Issuer of any Guarantee Payment made by the FDIC with respect to any of the Issuer’s Senior
Unsecured Debt (the “Guarantee Payment Notice”).



     2.03. Issuer Make-Whole Payments. In consideration of the FDIC providing the FDIC Guarantee
with respect to the Senior Unsecured Debt of the Issuer, the Issuer hereby irrevocably and
unconditionally covenants and agrees:



     (a) to reimburse the FDIC immediately upon receipt of the Guarantee Payment Notice for all
Guarantee Payments set forth in the Guarantee Payment Notice (the “Reimbursement Payment”) (without
duplication of any amounts actually received by the FDIC as subrogee or assignee under the
governing documents of the relevant Senior Unsecured Debt of the Issuer);



     (b) beginning as of the date of the Issuer’s receipt of the Guarantee Payment Notice, to pay
interest on any unpaid Reimbursement Payments until such Reimbursement Payments shall have been
paid in full by the Issuer, at an interest rate equal to one percent (1%) per annum above the
non-default interest rate payable on the Senior Unsecured Debt with respect to which the relevant
Guarantee Payments were made, as calculated in accordance with the documents governing such Senior
Unsecured Debt; and



     (c) to reimburse the FDIC for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection or other enforcement of the Issuer’s
payment obligations hereunder. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the FDIC’s agents, counsel, accountants and experts.



Clauses (a), (b) and (c) above are collectively referred to herein as the “Issuer Make-Whole
Payments”. The indebtedness of the Issuer to the FDIC arising under this Section 2.03 constitutes
a senior unsecured general obligation of the Issuer, ranking pari passu with other senior unsecured
indebtedness of the Issuer, including without limitation Senior Unsecured Debt of the Issuer that
is subject to the FDIC Guarantee.



     2.04. Waiver of Defenses. The Issuer hereby waives any defenses it might otherwise have to its
payment obligations under any of the Issuer’s Senior Unsecured
Debt or under Section 2.03 hereof,
in each case beginning at such time as the FDIC has made any Guarantee




					
	 	 	 	 	 
	 
	 	3
	 	TLGP Master Agreement
	 
	 	 	 	11/24/08





 









 







Payment with respect to such Senior Unsecured Debt and continuing until such time as all Issuer
Make-Whole Payments have been received by the FDIC.




ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE ISSUER




     3.01. Organization and Authority. The Issuer has been duly organized and is validly existing
and in good standing under the laws of its jurisdiction of organization, with the necessary power
and authority to own its properties and conduct its business in all material respects as currently
conducted, except as has not had, or would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.



     3.02. Authorization, Enforceability.



     (a) The Issuer has the power and authority to execute and deliver this Master Agreement and to
carry out its obligations hereunder. The execution, delivery and performance by the Issuer of this
Master Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of the Issuer, and no further approval or
authorization is required on the part of the Issuer. This Master Agreement is a valid and binding
obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject to
(i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws
now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of
equity (regardless of whether enforceability is considered in a proceeding at law or in equity).



     (b) The execution, delivery and performance by the Issuer of this Master Agreement and the
consummation of the transactions contemplated hereby and compliance by the Issuer with the
provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of,
or constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, or result in the termination of, or accelerate the performance required by, or
result in a right of termination or acceleration of, or result in the creation of, any lien,
security interest, charge or encumbrance upon any of the properties or assets of the Issuer or any
subsidiary of the Issuer under, any of the terms, conditions or provisions of, as applicable, (X)
its organizational documents or (Y) any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which the Issuer or any subsidiary of the
Issuer may be bound, or to which the Issuer or any subsidiary of the Issuer may be subject, or (ii)
violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree
applicable to the Issuer or any subsidiary of the Issuer or any of their respective properties or
assets except, in the case of clauses (i)(Y) and (ii), for those occurrences that, individually or
in the aggregate, have not had and would not reasonably be expected to have a Material Adverse
Effect.



     (c) No prior notice to, filing with, exemption or review by, or authorization, consent or
approval of, any governmental entity is required to be made or obtained by the Issuer in connection
with the execution of this Master Agreement, except for any such notices, filings, exemptions,
reviews, authorizations, consents and approvals which have been made or obtained




					
	 	 	 	 	 
	 
	 	4
	 	TLGP Master Agreement
	 
	 	 	 	11/24/08






 









 







or the failure of
which to make or obtain would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.




     3.03. Reports. Since December 31, 2007, the Issuer and each subsidiary of the Issuer has
timely filed all Issuer Reports and has paid all fees and assessments due and payable in connection
therewith, except, in each case, as would not individually or in the aggregate have a Material
Adverse Effect. As of their respective dates of filing, the Issuer Reports complied in all material
respects with all statutes and applicable rules and regulations of all applicable governmental
entities. In the case of each such Issuer Report filed with or furnished to the Securities and
Exchange Commission, if any, such Issuer Report (a) did not, as of its date, or if amended prior to
the date of this Master Agreement, as of the date of such amendment, contain an untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading, (b) complied as
to form in all material respects with all applicable requirements of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and (c) no executive officer of the
Issuer or any subsidiary of the Issuer has failed in any respect to make the certifications
required by him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002. With respect to
all other Issuer Reports, the Issuer Reports were complete and accurate in all material respects as
of their respective dates.



ARTICLE IV

NOTICE AND REPORTING




     4.01. Reports of Existing and Future Guaranteed Debt. The Issuer shall provide reports to the
FDIC of the amount of all Senior Unsecured Debt subject to the FDIC Guarantee in accordance with
the reporting requirements of the Rule.



     4.02. On-going Reporting. The Issuer covenants and agrees that, for so long as it has
outstanding Senior Unsecured Debt that is subject to the FDIC Guarantee, it shall furnish or cause
to be furnished to the FDIC (a) monthly reports, in such form as specified by the FDIC, containing
information relating to the Issuer’s outstanding Senior Unsecured Debt that is subject to the FDIC
Guarantee and such other information as may be requested in such form, and (b) such other
information that the FDIC may reasonably request, such other information to be delivered within ten
(10) Business Days of receipt by the Issuer of any such request.



     4.03. Notice of Defaults. The Issuer covenants and agrees that it shall notify the FDIC within
one (1) Business Day of any default in the payment of any principal or interest when due, without
giving effect to any cure period, with respect to any indebtedness of the Issuer (including debt
that is not subject to the FDIC Guarantee), whether such debt is existing as of the date of this
Master Agreement or is issued subsequent to the date hereof, if such default would result, or would
reasonably be expected to result, in an event of default under any Senior Unsecured Debt of the
Issuer that is subject to the FDIC Guarantee.




					
	 	 	 	 	 
	 
	 	5
	 	TLGP Master Agreement
	 
	 	 	 	11/24/08






 









 








ARTICLE V

COVENANTS AND ACKNOWLEDGMENTS OF THE ISSUER




     5.01. Terms to be included in Future Guaranteed Debt. The governing
documents for the issuance of any Senior Unsecured Debt of the Issuer that is subject to the
FDIC Guarantee shall contain each of the provisions set forth in Annex A. If a particular issue of
Senior Unsecured Debt is evidenced solely by a trade confirmation, the Issuer shall use
commercially reasonable efforts to cause the holder of such debt to execute a written instrument
setting forth the holder’s agreement to be bound by the provisions set forth in Annex A. No
document governing the issuance of Senior Unsecured Debt of the Issuer that is subject to the FDIC
Guarantee shall contain any provision that would result in the automatic acceleration of the debt
upon a default by the Issuer at any time during which the FDIC Guarantee is in effect or during
which Guarantee Payments are being made in accordance with Section 370.12(b)(2) of the Rule.



     5.02. Breaches; False or Misleading Statements. The Issuer acknowledges and agrees that (a)
if it is in breach of any provision of this Master Agreement or (b) if it makes any false or
misleading statement or representation in connection with the Issuer’s participation in the
Program, or makes any statement or representation in bad faith with the intent to influence the
actions of the FDIC, the FDIC may take the enforcement actions provided in Section 370.11 of the
Rule, including termination of the Issuer’s participation in the Program. As set forth in the Rule,
any termination of the Issuer’s participation in the Program would solely have prospective effect,
and would in no event affect the FDIC Guarantee with respect to Senior Unsecured Debt of the Issuer
that is issued and outstanding prior to the termination of the Issuer’s participation in the
Program.



     5.03. No Modifications. The Issuer covenants and agrees that it shall not amend, modify, or
consent to any amendment or modification, or waive any Relevant Provision, without the express
written consent of the FDIC.



     5.04. Waiver by the Issuer. The Issuer acknowledges and agrees that if any covenant,
stipulation or other provision of this Master Agreement that imposes on the Issuer the obligation
to make any payment is at any time void under any provision of applicable law, the Issuer will not
make any claim, counterclaim or institute any proceedings against the FDIC or any of its assignees
or subrogees for any amount paid by the Issuer at any time, and the Issuer waives unconditionally
and absolutely any rights and defenses, legal or equitable, which arise under or in connection with
any such provision and which might otherwise be available to it for recovery of any amount due
under this Master Agreement.



ARTICLE VI

GENERAL PROVISIONS




     6.01. Amendment and Modification of this Master Agreement. This Master Agreement may be
amended, modified and supplemented in any and all respects, but only by a written instrument signed
by the parties hereto expressly stating that such instrument is intended to amend, modify or
supplement this Master Agreement.




					
	 	 	 	 	 
	 
	 	6
	 	TLGP Master Agreement
	 
	 	 	 	11/24/08






 









 








     6.02.
Notices. Unless otherwise provided herein, all notices and other communications
hereunder shall be in writing and shall be deemed given when mailed, delivered personally,
telecopied (which is confirmed) or sent by an overnight courier
service, such as FedEx, to the parties at the following addresses (or at such other address
for a party as shall be specified by such party by like notice):



     if to the Issuer, to the address appearing on the signature page hereto



	 	 	 
	if to the FDIC, to:

	 	The Federal Deposit Insurance Corporation

Deputy Director, Receivership Operations Branch 

Division of Resolutions and Receiverships

Attention: Master Agreement

550 17th Street, N.W.

Washington, DC 20429






     6.03. Counterparts. This Master Agreement may be executed in counterparts, which, together,
shall be considered one and the same agreement. Copies of executed counterparts transmitted by
telecopy or other electronic transmission service shall be considered original, executed
counterparts, provided receipt of such counterparts is confirmed.



     6.04. Severability. Any term or provision of this Master Agreement that is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction
or other authority declares that any term or provision hereof is invalid, void or unenforceable,
the parties agree that the court making such determination shall have the power to reduce the
scope, duration or applicability of the term or provision, to delete specific words or phrases, or
to replace any invalid, void or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision.



     6.05. Governing Law. Federal law of the United States shall control this Master Agreement.
To the extent that federal law does not supply a rule of decision, this Master Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the State of New York
without giving effect to principles of conflicts of law other than Section 5-1401 of the New York
General Obligations Law. Nothing in this Master Agreement will require any unlawful action or
inaction by either party.



     6.06. Venue. Each of the parties hereto irrevocably and unconditionally agrees that any legal
action arising under or in connection with this Master Agreement is to be instituted in the United
States District Court in and for the District of Columbia or in any United States District Court in
the jurisdiction where the Issuer’s principal office is located.



     6.07. Assignment. Neither this Master Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law
or otherwise) without the prior written consent of the other party, and any purported assignment




					
	 	 	 	 	 
	 
	 	7
	 	TLGP Master Agreement
	 
	 	 	 	11/24/08






 









 







without such consent shall be void. Subject to the preceding sentence, this Master Agreement shall
be binding upon, inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.




     6.08. Headings. The headings and subheadings of the Table of Contents, Articles and Sections
contained in this Master Agreement, except the terms identified for definition in Article I and
elsewhere in this Master Agreement, are inserted for convenience only and shall not affect the
meaning or interpretation of this Master Agreement or any provision hereof.



     6.09. Delivery Requirement. The Issuer shall submit a completed, executed and dated copy of
the signature page hereto to the FDIC within five (5) business days of the date of the Issuer’s
election to continue participating in the debt guarantee component of the Program in accordance
with the delivery instructions set forth on the signature page.



[SIGNATURES BEGIN ON NEXT PAGE]





					
	 	 	 	 	 
	 
	 	8
	 	TLGP Master Agreement
	 
	 	 	 	11/24/08






 











 





     IN WITNESS WHEREOF, the Issuer and the FDIC have caused this Master Agreement to be executed
by their respective officers thereunto duly authorized.



	 	 	 	 	 
	 	THE FEDERAL DEPOSIT INSURANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NAME OF ISSUER:



KEYCORP



	 
	 	By:  	/s/
Jeffrey B. Weeden 	 
	 	 	Name:  	Jeffrey B. Weeden 	 
	 	 	Chief Financial Officer 	 
	 
	 	Address of Issuer:
127
Public Square

Cleveland, OH 44114 

FDIC Certificate Number: 



RSSD ID or

OTS Docket
Number: 1068025

Date: 12-4-08	 



Delivery Instructions





     Please deliver a completed, executed and dated copy of this Signature Page to the FDIC within
five (5) business days of the date of the Issuer’s election to continue participating in the Debt
Guarantee Program. Email is the preferred method of delivery to MasterAgreement@fdic.gov, or you
may send it by an overnight courier service such as FedEx to Senior Counsel, Special Issues Unit,
E7056, Attention: Master Agreement, 3501 Fairfax Drive, Arlington, Virginia, 22226.



TLGP Master Agreement

11/24/08




 









 





Annex A




Terms to be Included in Future Issuances of FDIC Guaranteed Senior Unsecured Debt




     The following provisions shall be included in the governing documents for the issuance of
Senior Unsecured Debt of the Issuer that is subject to the FDIC Guarantee, in substantially the
form presented below, unless otherwise specified. The appropriate name of the governing
document(s) shall be inserted in place of the term “Agreement” where it appears in this Annex A.



Acknowledgement of the FDIC’s Debt Guarantee Program




     The parties to this Agreement acknowledge that the Issuer has not opted out of the debt
guarantee program (the “Debt Guarantee Program”) established by the Federal Deposit Insurance
Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program. As a result, this debt is
guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and
credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s
regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of
the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012. [The
italicized portion of the above provision shall be included exactly as written above]



Representative




     The [insert name of the: trustee, administrative agent, paying agent or other fiduciary or
agent to be designated as the duly authorized representative of the debt holders] is designated
under this Agreement as the duly authorized representative of the holder[s] for purposes of making
claims and taking other permitted or required actions under the Debt Guarantee Program (the
“Representative”). Any holder may elect not to be represented by the Representative by providing
written notice of such election to the Representative.



Subrogation




     The FDIC shall be subrogated to all of the rights of the holder[s] and the Representative, if
there shall be one, under this Agreement against the Issuer in respect of any amounts paid to the
holder[s], or for the benefit of the holder[s], by the FDIC pursuant to the Debt Guarantee Program.



Agreement to Execute Assignment upon Guarantee Payment




[If there is a Representative, insert the following:]




     The holder[s] hereby authorize the Representative, at such time as the FDIC shall commence
making any guarantee payments to the Representative for the benefit of the holder[s] pursuant to
the Debt Guarantee Program, to execute an assignment in the form attached to this Agreement as
Exhibit [___] [See Annex B to Master Agreement]
pursuant to which the Representative shall assign to the FDIC its right as Representative to
receive any and all payments from the Issuer under this Agreement on behalf of the holder[s]. The
Issuer hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion
of the indebtedness hereunder for all purposes of this Agreement and upon any such assignment, the



TLGP Master Agreement

11/24/08




 









 







FDIC shall be deemed a holder under this Agreement for all purposes hereof, and the Issuer hereby
agrees to take such reasonable steps as are necessary to comply with any relevant provision of this
Agreement as a result of such assignment.



[or, if (i) there is no Representative or (ii) the holder has exercised its right not to be
represented by the Representative, insert the following:]




     The holder[s] hereby agree that, at such time as the FDIC shall commence making any guarantee
payments to the holder[s] pursuant to the Debt Guarantee Program, the holder[s] shall execute an
assignment in the form attached to this Agreement as Exhibit [___] [See Annex B to Master
Agreement] pursuant to which the holder[s] shall assign to the FDIC [its/their] right to
receive any and all payments from the Issuer under this Agreement. The Issuer hereby consents and
agrees that the FDIC is an acceptable transferee for all or any portion of the indebtedness
hereunder for all purposes of this Agreement and upon any such assignment, the FDIC shall be deemed
a holder under this Agreement for all purposes thereof, and the Issuer hereby agrees to take such
reasonable steps as are necessary to comply with any relevant provision of this Agreement as a
result of such assignment.



Surrender of Senior Unsecured Debt Instrument to the FDIC




     If, at any time on or prior to the expiration of the period during which senior unsecured debt
of the Issuer is guaranteed by the FDIC under the Debt Guarantee Program (the “Effective Period”),
payment in full hereunder shall be made pursuant to the Debt Guarantee Program on the outstanding
principal and accrued interest to such date of payment, the holder shall, or the holder shall cause
the person or entity in possession to, promptly surrender to the FDIC the security certificate,
note or other instrument evidencing such debt, if any.



Notice Obligations to FDIC of Payment Default




     If, at any time prior to the earlier of (a) full satisfaction of the payment obligations
hereunder, or (b) expiration of the Effective Period, the Issuer is in default of any payment
obligation hereunder, including timely payment of any accrued and unpaid interest, without regard
to any cure period, the Representative covenants and agrees that it shall provide written notice to
the FDIC within one (1) Business Day of such payment default.



Ranking




     Any indebtedness of the Issuer to the FDIC arising under Section 2.03 of the Master Agreement
entered into by the Issuer and the FDIC in connection with the Debt Guarantee Program will
constitute a senior unsecured general obligation of the Issuer,
ranking pari passu with any indebtedness hereunder.



No Event of Default during Time of Timely FDIC Guarantee Payments




     There shall not be deemed to be an event of default under this Agreement which would permit or
result in the acceleration of amounts due hereunder, if such an event of default is due solely to
the failure of the Issuer to make timely payment hereunder, provided that the FDIC is



TLGP Master Agreement

11/24/08




A-2









 




making
timely guarantee payments with respect to the debt obligations hereunder in accordance with 12
C.F.R Part 370.




No Modifications without FDIC Consent




     Without the express written consent of the FDIC, the parties hereto agree not to amend,
modify, supplement or waive any provision in this Agreement that is related to the principal,
interest, payment, default or ranking of the indebtedness hereunder or that is required to be
included herein pursuant to the Master Agreement executed by the Issuer in connection with the Debt
Guarantee Program.



TLGP Master Agreement

11/24/08




A-3









 





Annex B




FORM OF ASSIGNMENT1




     This Assignment is made pursuant to the terms of Section [  ] of the [  ], dated as of
                    , 20__, as amended from time to time (the “Agreement”), between
[Representative] (the “Representative”), acting on behalf of the holders of the debt issued
under the Agreement who have not opted out of representation by the Representative (the “Holders”),
and the [Issuer] (the “Issuer”) with respect to the debt obligations of the Issuer that are
guaranteed under the Debt Guarantee Program. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Agreement.



     For value received, the Representative, on behalf of the Holders (the “Assignor”),
hereby assigns to the Federal Deposit Insurance Corporation (the “FDIC”), without recourse,
all of the Assignor’s respective rights, title and interest in and to: (a) the promissory note or
other instrument evidencing the debt issued under the Agreement (the “Note”); (b) the
Agreement pursuant to which the Note was issued; and (c) any other instrument or agreement executed
by the Issuer regarding obligations of the Issuer under the Note or the Agreement (collectively,
the “Assignment”).



     The Assignor hereby certifies that:




     1. Without the FDIC’s prior written consent, the Assignor has
not:




     (a) agreed to any material amendment of the Note or the
Agreement or to any material deviation from the provisions thereof; or




     (b) accelerated the maturity of the Note.


[Instructions to the Assignor: If the Assignor has not assigned or transferred any interest in the
Note and related documentation, such Assignor must include the following representation.]





     2. The Assignor has not assigned or otherwise transferred any
interest in the
Note or Agreement;


[Instructions to the Assignor: If the Assignor has assigned a partial interest in the Note and
related documentation, the Assignor must include the following representation.]





     2. The Assignor has assigned part of its rights, title and interest in the Note and
the Agreement to __________ pursuant to the __________ agreement, dated as of
__________, 20__, between __________, as
assignor, and __________, as assignee, an
executed copy of which is attached hereto.



     The Assignor acknowledges and agrees that this Assignment is subject to the Agreement and to
the following:





 




			
	1	 	This Form of Assignment shall be modified as appropriate if the assignment is being
made by an individual debt holder rather than the Representative or if the debt being assigned is
not in certificated form or otherwise represented by a written instrument.





TLGP Master Agreement

11/24/08




 









 






     1. In the event the Assignor receives any payment under or
related to the
Note or the Agreement from a party other than the FDIC (a “Non-FDIC Payment”):




     (a) after the date of demand for a guarantee payment on the FDIC pursuant to 12 CFR
Part 370, but prior to the date of the FDIC’s first guarantee payment under the Agreement
pursuant to 12 CFR Part 370, the Assignor shall promptly but in no event later than five
(5) Business Days after receipt notify the FDIC of the date and the amount of such Non-FDIC
Payment and shall apply such payment as payment made by the Issuer, and not as a guarantee
payment made by the FDIC, and therefore, the amount of such payment shall be excluded from
this Assignment; and




     (b) after the FDIC’s first guarantee payment under the Agreement, the Assignor shall
forward promptly to the FDIC such Non-FDIC Payment in accordance with the payment
instructions provided in writing by the FDIC.




     2. Acceptance by the Assignor of payment pursuant to the Debt
Guarantee
Program on behalf of the Holders shall constitute a release by such Holders of any
liability of the FDIC under the Debt Guarantee Program with respect to such payment.



     The Person who is executing this Assignment on behalf of the Assignor hereby represents and
warrants to the FDIC that he/she/it is duly authorized to do so.



******




     IN WITNESS WHEREOF, the Assignor has caused this instrument to be executed and delivered this
___day of __________, 20__.



	 	 	 	 	 
	 	Very truly yours,



[ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	(Signature) 	 
	 	 	Name:	 
	 	 	(Print) 	 
	 	 	Title:	 
	 	 	(Print)
 	 


TLGP Master Agreement

11/24/08





B-2









 






Consented to
and acknowledged by this ____ day of _________, 20__:



	 	 	 	 	 
	THE FEDERAL DEPOSIT INSURANCE CORPORATION

 	 	 
	By:  	 	 	 
	 	(Signature) 	 	 
	 	Name:	 	 
	 	(Print) 	 	 
	 	Title:	 	 
	 	(Print)
 	 	 





TLGP Master Agreement

11/24/08





B-3









 





EXHIBIT B




ASSIGNMENT




     This Assignment is made pursuant to the terms of Section 15 of the reverse of KeyCorp’s
_________ Notes due __________,
 CUSIP No. __________
 (the “Security”), between Deutsche Bank
Trust Company Americas, as Trustee (the “Representative”), acting on behalf of the Holder of the
Security who have not opted out of representation by the Representative, and KeyCorp (the
“Company”) with respect to the debt obligations of the Company that are guaranteed under the Debt
Guarantee Program. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned thereto in the Security. Solely for the purpose of this Assignment, “Business
Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or
authorized by law to be closed in the State of New York.



     For value received, the Representative, on behalf of the Holder (the “Assignor”), hereby
assigns to the Federal Deposit Insurance Corporation (the “FDIC”), without recourse, all of the
Assignor’s respective rights, title and interest in and to: (a) the Security; (b) the indenture,
dated as of June 10, 1994, as it may be supplemented from time to time (the “Indenture”), by and
between the Company and the Representative, with respect to the Security; and (c) any other
instrument or agreement executed by the Company regarding obligations of the Company under the
Security or the Indenture with respect to the Security (collectively, the “Assignment”).



     The
Assignor hereby certifies that:



     1. Without the FDIC’s prior written consent, the Assignor has not:



          (a) agreed to any material amendment of the Security or to any material deviation from the
provisions thereof; or




          (b) accelerated the maturity of the Security.




     [Instructions to the Assignor: If the Assignor has not assigned or transferred any interest in
the Security and related documentation, such Assignor must include the following representation.]



     2. The Assignor has not assigned or otherwise transferred any interest in the Security;



     [Instructions to the Assignor: If the Assignor has assigned a partial interest in the Security and
related documentation, the Assignor must include the following representation.]



     2. The Assignor has
assigned part of its rights, title and interest in the Security to __________ pursuant to the
_____________ agreement, dated as of _____________,
20__, between __________,
 as assignor, and
___, as assignee, an executed copy of which is attached hereto.



     The Assignor acknowledges and agrees that this Assignment is subject to the Security and the
Indenture and to the following:



     1. In the event the Assignor receives any payment under or related
to the Security from a party other than the FDIC (a “Non-FDIC Payment”):



B-1









 





          (a) after the date of demand for a guarantee payment on the FDIC pursuant to 12 CFR Part 370,
but prior to the date of the FDIC’s first guarantee payment under the Security pursuant to 12 CFR
Part 370, the Assignor shall promptly but in no event later than five (5) Business Days after
receipt notify the FDIC of the date and the amount of such Non-FDIC Payment and shall apply such
payment as payment made by the Company, and not as a guarantee payment made by the FDIC, and
therefore, the amount of such payment shall be excluded from this Assignment; and




          (b) after the
FDIC’s first guarantee payment under the Security, the Assignor shall forward promptly to the FDIC
such Non-FDIC Payment in accordance with the payment instructions provided in writing by the FDIC.




     2. Acceptance by the Assignor of payment pursuant to the Debt Guarantee Program on behalf of
the Holder shall constitute a release by the Holder of any liability of the FDIC under the Debt
Guarantee Program with respect to such payment.



     The Person who is executing this Assignment on behalf of the Assignor hereby represents and
warrants to the FDIC that he/she/it is duly authorized to do so.



* * * * *




B-2









 







IN WITNESS WHEREOF, the Assignor has
caused this instrument to be executed and delivered this ____
day of _____________, 20__.



	 	 	 	 	 
	 	Very truly yours,



[ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	(Signature) 	 
	 	 	Name:	 
	 	 	(Print) 	 
	 	 	Title:	 
	 	 	(Print)
 	 



Consented to
and acknowledged by this ____ day of _________, 20__:



	 	 	 	 	 
	THE FEDERAL DEPOSIT INSURANCE CORPORATION

 	 	 
	By:  	 	 	 
	 	(Signature) 	 	 
	 	Name:	 	 
	 	(Print) 	 	 
	 	Title:	 	 
	 	(Print)
 	 	 




B-3