EX-4,2(d)






Exhibit 4.2(d)



THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS ACCOUNT, A DEPOSIT
OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP.



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 13, 14, 15, 16, 17, 18, 19, 20 AND 21 ON THE REVERSE
HEREOF.




CUSIP NO.                     




REGISTERED PRINCIPAL AMOUNT $                    




No. FX-______





KEYCORP

MEDIUM-TERM NOTE, SERIES I

(FIXED RATE)




Due from 9 Months or More from Date of Issue



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



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



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



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





 









 








ISSUE PRICE:




ORIGINAL ISSUE PRICE:




STATED MATURITY:




MINIMUM DENOMINATIONS:

o $1,000

o Other:




SPECIFIED CURRENCY:

United States Dollars:

o YES     o NO




FOREIGN CURRENCY:




EXCHANGE RATE AGENT




PAYING AGENT:




PLACE OF PAYMENT:




OPTION TO
RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN



U.S. DOLLARS: o YES     o NO




INTEREST RATE:




COMPUTATION PERIOD:




INTEREST PAYMENT DATES IF OTHER THAN JUNE 15 AND DECEMBER 15:




REGULAR RECORD DATES IF OTHER THAN JUNE 1 AND DECEMBER 1:




OPTIONAL REDEMPTION: 
o YES     o NO




INITIAL REDEMPTION DATE:




ADDITIONAL REDEMPTION DATES:




INITIAL REDEMPTION PERCENTAGE:




ANNUAL REDEMPTION PERCENTAGE REDUCTION:




OPTION TO ELECT REPAYMENT: 
o YES     o NO




REPAYMENT DATE(S):




REPAYMENT PRICE:




ADDITIONAL AMOUNTS:




DEFEASANCE: 
o YES     o NO




COVENANT DEFEASANCE: 
o YES     o NO




OPTIONAL INTEREST RATE RESET: o YES     o NO




OPTIONAL INTEREST RATE RESET DATES:




OPTIONAL EXTENSION OF MATURITY: o YES     o NO




LENGTH OF EXTENSION PERIOD:




NUMBER OF EXTENSION PERIODS:




TOTAL AMOUNT OF OID:




ORIGINAL YIELD TO MATURITY:




INITIAL ACCRUAL PERIOD OID:




SINKING FUND:




OTHER/DIFFERENT PROVISIONS:




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



     For purposes of this Security, unless otherwise specified on the face hereof, “Business Day”
means any day, other than a Saturday or Sunday, that is not a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order to close in New
York City; provided, however, that with respect to foreign currency Notes, such day
is also not a day on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below) of the country
issuing the Specified Currency (or if the Specified Currency is the euro, such day is also a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is
open); provided, however, that, with respect to Section 17 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.



     Any interest hereon is accrued from, and including, the next preceding Interest Payment Date
in respect of which interest, if any, has been paid or duly provided for (or from, and including,
the Original Issue Date if no interest has been paid) to, but excluding, the succeeding Interest
Payment Date or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (referred to on the reverse hereof), be paid to the person (the “Holder”) in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the
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, if any, for the period beginning on the Original Issue Date and ending on such initial
Interest Payment



3









 







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



4









 





     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.



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



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



5









 





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



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



	 	 	 	 	 
	 	KEYCORP

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 



	 	 	 	 	 
	 	Attest: 	 	 	 
	 	 	Assistant Secretary 	 
	 



[Seal]




	 	 	 	 	 
	Dated: _______________
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:



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



DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



6









 






	 	 	 	 	 



[REVERSE OF NOTE]




KEYCORP

MEDIUM-TERM NOTE, SERIES I





     Section 1. General. This Security is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued in one or more series
under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time
to time (herein called the “Indenture”), between the Company and Deutsche Bank Trust Company
Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture with respect to a series of which this Security is a part), to which indenture and
all indentures supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture
dated as of November 14, 2001, copies of which are available from the Company or the Trustee. This
Security is one of the series designated on the face hereof, 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 Specified Currency other than U.S. dollars will not constitute
an Event of Default or Default under the Indenture.



1









 





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



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



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



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



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



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



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



2









 







original issue discount instruments), than its “stated redemption price at Maturity” (as
defined below) and (b) would be considered an original issue discount security for United States
federal income tax purposes, then the amount payable on this Security in the event of redemption by
the Company, repayment at the option of the Holder or acceleration of the maturity hereof, in lieu
of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or acceleration. The
"Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue
Price (as set forth on the face hereof) plus (b) the aggregate of the portions of the original
issue discount (the excess of the amounts considered as part of the “stated redemption price at
maturity” of this Security within the meaning of Section 1273(a)(2) of the Internal Revenue Code of
1986, as amended (the “Code”), whether denominated as principal or interest, over the Issue Price
of this Security) which shall theretofore have accrued pursuant to Section 1272 of the Code
(without regard to Section 1272(a)(7) of the Code) from the date of issue of this Security to the
date of determination, minus (c) any amount considered as part of the “stated redemption price at
maturity” of this Security which has been paid on this Security from the date of issue to the date
of determination.



     Section 7. 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. Provisions
in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all
Outstanding Securities of any series to waive on behalf of all of the Holders of all the Securities
of such series and any related coupons certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this
Security and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.



     Section 8. Ranking; 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 9. Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.



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



3









 




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




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



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



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



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



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



     Section 13. 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 19 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.



4









 





     Section 14. 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 15. 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.



     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 15.



     Section 16. 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 17. 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 17, “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 18. 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 19. 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.



5









 





     Section 20. 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 21. 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 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 22. 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 23. 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.



6









 





ABBREVIATIONS




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



     TEN COM  —  as tenants in common



     TEN ENT  —  as tenants by the entireties



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



	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT —

	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust.)
	 	 	 	(Minor)






	 	 	 	 	 
	 

	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 

	 	 
	 

	 	(State)	 	 






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



 









 





ASSIGNMENTS




FOR VALUE RECEIVED, the undersigned

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




PLEASE INSERT SOCIAL SECURITY OR OTHER

     IDENTIFYING NUMBER OF ASSIGNEE: 





 


 





(Please print or type name and address,

including zip code of assignee)



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




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



	 	 	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 

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






SIGNATURE GUARANTEED:




 





 









 





OPTION TO ELECT REPAYMENT




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




 

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




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




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




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




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 

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







 











 





EXHIBIT A




FDIC MASTER AGREEMENT






 


MASTER AGREEMENT




Federal Deposit Insurance Corporation





Temporary Liquidity Guarantee Program —Debt Guarantee Program





 





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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	 	 	 	 






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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.



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          “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:




					
	 	 	 	 	 
	 
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     (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




					
	 	 	 	 	 
	 
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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




					
	 	 	 	 	 
	 
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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.




					
	 	 	 	 	 
	 
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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.




					
	 	 	 	 	 
	 
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     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




					
	 	 	 	 	 
	 
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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]





					
	 	 	 	 	 
	 
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     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.



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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



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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



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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.



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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.





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     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)
 	 


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



	 	 	 	 	 
	THE FEDERAL DEPOSIT INSURANCE CORPORATION

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





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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”):



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          (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