<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 10 , 1994
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KEYCORP
(Exact name of registrant as specified in its charter)
Ohio 0-850 34-6542451
(State or other (Commission file (IRS Employer
jurisdiction of number) identification
incorporation) number)
127 Public Square, Cleveland, Ohio 44114-1306
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (216) 689-3000
<PAGE>
Item 5. Other Events
KeyCorp (``KeyCorp'') and CS First Boston Corporation, Goldman, Sachs
& Co., Kidder, Peabody & Co. Incorporated, J.P. Morgan Securities Inc. and
Salomon Brothers Inc (collectively, the ``Agents''), have executed a
Distribution Agreement (the ``Agreement''), dated as of August 10, 1994, in
connection with KeyCorp's Medium-Term Note Program and KeyCorp's Universal
Shelf Registration Statement, as amended, which was filed by KeyCorp with
the Commission on May 16, 1994 and became effective by order of the Commission
on June 10, 1994 (the ``Shelf Registration Statement''). A form of the
Agreement was previously filed with the Commission as Exhibit 1(b) to Amendment
No. 2 to the Shelf Registration Statement on June 10, 1994. A copy of the
executed Agreement is attached to this Form 8-K as Exhibit 1(a). Also attached
to this Form 8-K are (a) forms of each of the Notes to be issued in connection
with KeyCorp's Medium-Term Note Program and (b) a Computation of KeyCorp's
Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and
Preferred Stock Dividends, reflecting, in part, June 30, 1994 data.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
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1(a) Distribution Agreement, by and among KeyCorp and the Agents, dated
August 10, 1994.
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4(a) Form of Medium-Term Note, Series B (Fixed Rate).
4(b) Form of Medium-Term Note, Series B (Floating Rate).
4(c) Form of Subordinated Medium-Term Note, Series A (Fixed Rate).
4(d) Form of Subordinated Medium-Term Note, Series A (Floating Rate).
12 Computation of KeyCorp's Consolidated Ratios of Earnings to Fixed
Charges and Preferred Stock Dividends.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEYCORP
(Registrant)
Date: August 12, 1994
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/s/ Lee Irving
________________________________
By: Lee Irving
Executive Vice President,
Treasurer and Chief
Accounting Officer
<PAGE>
Exhibit 1(a)
KeyCorp
$750,000,000
Senior Medium-Term Notes, Series B
Subordinated Medium-Term Notes, Series A
Due 9 months or more from Date of Issue
DISTRIBUTION AGREEMENT
----------------------
August 10, 1994
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CS FIRST BOSTON CORPORATION
Park Avenue Plaza
55 East 52nd Street
New York, New York 10005
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
KIDDER, PEABODY & CO. INCORPORATED
10 Hanover Square
New York, New York 10005
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
Dear Sirs:
KeyCorp, an Ohio corporation (the "Company"), confirms its agreement
with each of you with respect to the issue and sale from time to time by the
Company of its Senior Medium-Term Notes, Series B and Subordinated Medium-Term
Notes, Series A due 9 months or more from date of issue (the "Notes") in an
<PAGE>
2
aggregate initial offering price of up to $750,000,000 (or the equivalent
thereof in one or more foreign currencies or composite currencies), as such
amount shall be reduced by the aggregate initial offering price of any other
debt securities issued by the Company, whether within or without the United
States ("Other Securities") pursuant to the registration statement referred to
below, and agrees with each of you (individually, an "Agent", and collectively,
the "Agents", which term shall include any additional agents appointed pursuant
to Section 13 hereof) as set forth in this Agreement. The Notes may be issued
as senior indebtedness (the "Senior Notes") or as subordinated indebtedness (the
"Subordinated Notes") of the Company. The Senior Notes will be issued under an
indenture, dated as of June 10, 1994 (as the same may be supplemented or
amended from time to time, the "Senior Indenture"), between the Company and
Bankers Trust Company, as Trustee (the "Senior Trustee"), and the Subordinated
Notes will be issued under an indenture, dated as of June 10, 1994 (as the
same may be supplemented or amended from time to time, the "Subordinated
Indenture"), between the Company and Bankers Trust Company, as Trustee (the
"Subordinated Trustee"). The Senior Indenture and Subordinated Indenture are
herein sometimes collectively referred to individually as an "Indenture" and
collectively as "Indentures" and the Senior Trustee and Subordinated Trustee are
herein sometimes collectively referred to individually as a "Trustee" and
collectively as the "Trustees". Wherever the terms "Indenture" and "Trustee"
are used with respect to a specific issuance of Notes they shall mean the Senior
Indenture and Senior Trustee, in the case of an issuance of unsecured and
unsubordinated Notes, and the Subordinated Indenture and Subordinated Trustee,
in the case of an issuance of unsecured and subordinated Notes. The Notes shall
have the maturities, interest rates, redemption provisions, if any, and other
terms set forth in the supplement to the Basic Prospectus referred to below.
The Notes will be issued, and the terms and rights thereof established, from
time to time by the Company in accordance with the Indenture.
On the basis of the representations and warranties herein contained,
but subject to the terms and conditions stated herein and to the reservation by
the Company of the right to sell Notes directly to investors (other than broker-
dealers, except as provided in Section 2(a)) on its own behalf, the Company
hereby (i) appoints the Agents as the agents of the Company for the purpose of
soliciting and receiving offers to purchase Notes from the Company by others
pursuant to Section 2(a) hereof and (ii) agrees that, except as otherwise
contemplated herein, whenever it determines to sell Notes directly to any Agent
as principal, it will enter into a separate agreement (each such agreement a
"Terms Agreement"), substantially in the form of Exhibit A hereto, relating to
such sale in accordance with Section 2(b) hereof.
The Company has prepared and filed a registration statement on Form
S-3 (No. 33-53643), including a prospectus, relating to the Notes with the
Securities and Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Securities Act").
The Company also has filed with, or proposes to file with, the Commission
pursuant to Rule 424 under the Securities Act
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3
supplements to the Basic Prospectus included in the Registration Statement that
will describe certain terms of the Notes. The Registration Statement, including
the exhibits thereto, as amended to the Commencement Date (as hereinafter
defined) is hereinafter referred to as the "Registration Statement" and the
prospectus in the form in which it appears in the Registration Statement is
hereinafter referred to as the "Basic Prospectus". The Basic Prospectus as
supplemented by the prospectus supplement or supplements (each a "Prospectus
Supplement") specifically relating to the Notes in the form filed with, or
transmitted for filing to, the Commission pursuant to Rule 424 under the
Securities Act is hereinafter referred to as the "Prospectus". Any reference in
this Agreement to the Registration Statement, the Basic Prospectus, any
preliminary form of Prospectus (a "preliminary prospectus") previously filed
with the Commission pursuant to Rule 424 or the Prospectus shall be deemed to
refer to and include the documents, if any, incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Securities Act which were filed under
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission thereunder (collectively, the "Exchange Act") on or before the
date of this Agreement or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be; and any reference to "amend",
"amendment" or "supplement" with respect to the Registration Statement, the
Basic Prospectus, any preliminary prospectus or the Prospectus, including any
supplement to the Prospectus that sets forth only the terms of a particular
issue of the Notes (a "Pricing Supplement"), shall be deemed to refer to and
include any documents filed under the Exchange Act after the date of this
Agreement, or the date of the Basic Prospectus, any preliminary prospectus or
the Prospectus, as the case may be, which are deemed to be incorporated by
reference therein.
1. Representations. The Company represents and warrants to, and
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agrees with, each Agent as of the Commencement Date (as hereinafter defined), as
of each date on which you solicit offers to purchase Notes, as of each date on
which the Company accepts an offer to purchase Notes (including any purchase by
an Agent as principal pursuant to a Terms Agreement or otherwise), as of each
date the Company issues and sells Notes and as of each date the Registration
Statement or the Basic Prospectus is amended or supplemented, as follows (it
being understood that such representations and warranties shall be deemed to
relate to the Registration Statement, the Basic Prospectus and the Prospectus,
each as amended or supplemented to each such date):
(a) The Registration Statement has been declared effective by the
Commission under the Securities Act; no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of the
Company, threatened by the Commission.
(b) The Company meets the requirements for use of Form S-3 under the
Securities Act and the Registration Statement and Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto) comply, or will comply, as the case may be, in all
material respects with the
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4
Securities Act and the Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission thereunder (collectively, the
"Trust Indenture Act"); each part of the Registration Statement and any
amendment or supplement thereto, as of the date such part became or becomes
effective, did not or will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; each Prospectus,
and any amendment or supplement thereto, as of the date thereof, did not or
will not include an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to (i)
that part of the Registration Statement which shall constitute the
Statement of Eligibility (Form T-1) under the Trust Indenture Act of the
Trustee or (ii) the information contained in or omitted from the
Registration Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Agent
specifically for use in connection with the preparation of the Registration
Statement and such Prospectus.
(c) The document incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, comply, or will comply, as the case may be, in all material respects to
the requirements of the Securities Act or the Exchange Act, as applicable,
and none of such documents contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, or any
amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all
material respects to the requirements of the Securities Act or the Exchange
Act, as applicable, and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
(d) (i) The Company has been duly organized and is validly existing
as a corporation in good standing under the laws of the State of Ohio, with
power and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus, and is duly registered as a
bank holding company under the Bank Holding Company Act of 1956, as
amended, and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each
jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification, other than where the failure
to be so qualified or in good standing, considering all such cases in the
aggregate, does not involve a material risk to the business, properties,
financial position or results of operations of the Company and its
subsidiaries; (ii) each of its national bank
<PAGE>
5
subsidiaries is a duly organized and validly existing national banking
association under the laws of the United States, continues to hold a valid
certificate to do business as such and has full power and authority to
conduct its business as such; each of its state-chartered bank subsidiaries
is a duly organized and validly existing state-chartered bank under the
laws of the jurisdiction of its organization, continues to hold a valid
certificate to do business as such and has full power and authority to
conduct its business as such; each of its federal savings association
subsidiaries is a duly organized and validly existing federal savings
association under the laws of the United States, continues to hold a valid
certificate to do business as such and has full power and authority to
conduct its business as such; each of its other significant subsidiaries,
as defined in Regulation S-X (the "Significant Subsidiaries"), is duly
organized and validly existing under the laws of the jurisdiction of its
organization with corporate power and authority under such laws to conduct
its business; and (iii) all of the outstanding shares of capital stock of
each such subsidiary have been duly authorized and validly issued, are
fully paid and non-assessable (except, with respect to any subsidiary that
is a national bank, as provided by Section 55 of Title 12 of the United
States Code; and, with respect to any subsidiary that is a bank
incorporated under state law, except as provided by the laws of any such
states and except as otherwise stated in the Registration Statement) are
owned beneficially by the Company subject to no security interest, pledge,
lien, charge or other encumbrance or adverse claim.
(e) Each of this Agreement and any other applicable Terms Agreement
has been duly authorized, executed and delivered by the Company.
(f) The Notes have been duly authorized and established in conformity
with the provisions of the relevant Indenture, and, when issued and
delivered in accordance with the Indenture and delivered to and paid for by
the purchasers thereof in accordance with this Agreement and any applicable
Terms Agreement, will have been duly executed, issued and delivered by the
Company and will constitute valid and binding obligations of the Company
enforceable in accordance with their terms subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles and will be entitled to the benefits provided by the
Indenture, the Indenture has been duly authorized, executed and delivered
by the Company and qualified under the Trust Indenture Act and constitutes
a valid and binding instrument enforceable in accordance with its terms
subject, as to enforcement, to bankruptcy, insolvency, reorganization and
other similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the Indenture
conforms, and the Notes of any particular issuance of Notes will conform in
all material respects, to the summary descriptions thereof in the
Prospectus as amended or supplemented to relate to such issuance of Notes.
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6
(g) The execution and delivery by the Company of this Agreement, the
Notes, the Indentures and any applicable Terms Agreement, the issue and
sale of the Notes and the performance by the Company of all of its
obligations under this Agreement, the Notes, the Indentures and any Terms
Agreement, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other material agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of
the property or assets of the Company or any of its subsidiaries is
subject, nor will such action contravene or result in any violation of the
provisions of the Amended and Restated Articles of Incorporation or the
Regulations of the Company or any applicable statute, rule or regulation or
to the best of its knowledge, any order of any court or governmental agency
or body having jurisdiction over the Company, its subsidiaries or any of
their respective properties.
(h) To the knowledge of the Company and except as set forth in the
Prospectus, there is no threatened action, suit or proceeding that could
reasonably be expected to result in any material adverse change in the
condition (financial or other), business or results of operations of the
Company and its subsidiaries, or could reasonably be expected to materially
and adversely affect the properties or assets thereof.
(i) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any
material adverse change in the condition (financial or other), business or
results of operations of the Company and its subsidiaries, otherwise than
as set forth or contemplated in the Prospectus.
(j) The Company has complied and will comply with all applicable
provisions of Florida H.B. 1771, codified as Section 517.075 of the Florida
Statutes, and all regulations promulgated thereunder relating to issuers
doing business in Cuba.
(k) Immediately after any sale of Notes by the Company hereunder or
under any applicable Terms Agreement, the aggregate amount of Notes which
shall have been issued and sold by the Company hereunder or under any Terms
Agreement and of any securities of the Company (other than the Notes) that
shall have been issued and sold pursuant to the Registration Statement will
not exceed the amount of securities registered under the Registration
Statement.
2. Solicitations as Agent; Purchases as Principal. (a)
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Solicitations as Agent. On the basis of the representations and warranties
- ----------------------
herein contained, but subject to
<PAGE>
7
the terms and conditions herein set forth, each of the Agents hereby severally
and not jointly agrees, as agent of the Company, to use its reasonable efforts
to solicit offers to purchase the Notes from the Company upon the terms and
conditions set forth in the Prospectus as amended or supplemented from time to
time. So long as this Agreement shall remain in effect with respect to any
Agent, the Company shall not, without the consent of such Agent, solicit or
accept offers to purchase, or sell, Notes or any other debt securities with a
maturity at the time of original issuance of 9 months or more except pursuant
to this Agreement and any Terms Agreement, or except pursuant to a private
placement not constituting a public offering under the Securities Act or except
in connection with a firm commitment underwriting pursuant to an underwriting
agreement that does not provide for a continuous offering of medium-term debt
securities. However, the Company reserves the right to sell, and may solicit
and accept offers to purchase, Notes directly on its own behalf to investors
(other than broker-dealers, except to the extent set forth in the next
succeeding sentence). The Company may from time to time offer Notes for sale
otherwise than through an Agent; provided, however, that so long as this
Agreement shall be in effect the Issuer shall not solicit or accept offers to
purchase Notes through any agent other than an Agent without amending this
Agreement to appoint such agent an additional Agent hereunder on the same terms
and conditions as provided herein for the Agents and without giving the Agents
prior notice of such appointment; except, that if from time to time the Company
is approached by a prospective agent offering to solicit a specific purchase of
Notes, the Company may engage such agent with respect to such specific purchase,
only if, (i) such agent is engaged on terms substantially similar (including the
same commission schedule as set forth herein) to the applicable terms of this
Agreement (without being required to become a party hereto) and (ii) the Agents
are given notice of such purchase promptly, in each case after the purchase is
agreed to.
The Company reserves the right, in its sole discretion, to instruct
the Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Notes. Upon receipt of at least one business
day's prior notice from the Company, each Agent will suspend solicitation of
offers to purchase Notes from the Company until such time as the Company has
advised such Agent or Agents that such solicitation may be resumed. During the
period of time that such solicitation is suspended, the Company shall not be
required to deliver any opinions, letters or certificates in accordance with
Sections 4(i), 4(j) and 4(k); provided that if the Registration Statement or
Prospectus is amended or supplemented during the period of suspension (other
than by an amendment or supplement providing solely for a change in the interest
rates, redemption provisions, amortization schedules or maturities offered for
the Notes or for a change that the Agents deem to be immaterial), no Agent shall
be required to resume soliciting offers to purchase Notes until the Company has
delivered such opinions, letters and certificates as such Agent may request.
The Company agrees to pay each Agent, as consideration for the sale of
each Note resulting from a solicitation made or an offer to purchase received by
such Agent, a
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8
commission in the form of a discount from the purchase price of such Note in an
amount equal to the following applicable percentage of the principal amount of
such Note sold:
<TABLE>
<CAPTION>
Commission
(percentage of
aggregate
principal amount
Range of Maturities of Notes sold)
- ------------------- ----------------
<S> <C>
From 9 months to less than 1 year................... .125%
From 1 year to less than 18 months.................. .150%
From 18 months to less than 2 years................. .200%
From 2 years to less than 3 years................... .250%
From 3 years to less than 4 years................... .350%
From 4 years to less than 5 years................... .450%
From 5 years to less than 6 years................... .500%
From 6 years to less than 7 years................... .550%
From 7 years to less than 10 years.................. .600%
From 10 years to less than 15 years................. .625%
From 15 years to less than 20 years................. .700%
From 20 years to 30 years........................... .750%
Greater than 30 years............................... Negotiated at the
time of issuance
</TABLE>
The Agents are authorized to solicit offers to purchase Notes only in
the principal amount of $100,000 (or, in the case of Notes not denominated in
U.S. dollars, the equivalent thereof in the applicable foreign currency or
composite currency, rounded down to the nearest 1,000 units of such foreign
currency or composite currency) or any amount in excess thereof which is an
integral multiple of $1,000 (or, in the case of Notes not denominated in U.S.
dollars, 1,000 units of such foreign currency or composite currency). Each
Agent shall communicate to the Company, orally or in writing, each offer to
purchase Notes received by such Agent as agent that in its judgment should be
considered by the Company. The Company shall have the sole right to accept
offers to purchase the Notes and may reject any such offer in whole or in part.
Each Agent shall have the right, in its sole discretion, to reject any offer to
purchase Notes, as a whole or in part, that it considers to be unacceptable and
any such rejection shall not be deemed a breach of its agreements herein
contained. The procedural details relating to the issue and delivery of Notes
sold by an Agent as agent and the payment therefor are set forth in the
Administrative Procedures (as hereinafter defined).
(b) Purchase as Principal. Each sale of Notes to any Agent as
---------------------
principal shall be made in accordance with the terms of this Agreement and
(unless such Agent shall otherwise agree) a Terms Agreement which will provide
for the sale of such Notes to, and
<PAGE>
9
the purchase and reoffering thereof by, such Agent. Each Terms Agreement will
take the form of Exhibit A hereto but may take the form of either (i) a written
agreement between you and the Company which may be substantially in the form of
Exhibit A hereto or (ii) an oral agreement between you and the Company confirmed
in writing by you to the Company.
The commitment of any Agent to purchase Notes as principal, whether
pursuant to any Terms Agreement or otherwise, shall be deemed to have been made
on the basis of the representations and warranties (made or deemed to have been
made as of the date of the Terms Agreement and as of the Time of Delivery (as
defined below)) of the Company herein contained and shall be subject to the
terms and conditions set forth herein and in the applicable Terms Agreement.
Each Terms Agreement by an Agent to purchase Notes as principal (pursuant to a
Terms Agreement or otherwise) shall specify the principal amount of Notes to be
purchased by such Agent pursuant thereto, the price to be paid to the Company
for such Notes, the maturity date of such Notes, the interest rate or interest
rate basis, if any, applicable to such Notes, any other terms of such Notes, the
time and date and place of delivery of and payment for such Notes (the time and
date of any and each such delivery and payment, the "Time of Delivery"), any
provisions relating to rights of, and default by, underwriters acting together
with such Agent in the reoffering of Notes, and shall also specify any
requirements for opinions of counsel, accountants' letters and officers'
certificates pursuant to Section 4 hereof. Unless otherwise specified in a
Terms Agreement, the procedural details relating to the issue and delivery of
Notes purchased by an Agent as principal and the payment therefore shall be as
set forth in the Administrative Procedures.
Unless otherwise specified in a Terms Agreement, if you are purchasing
Notes as principal you may resell such Notes to other dealers or to investors
and other purchasers. Any such sales to other dealers may be at a discount,
which shall not exceed the amount set forth in the Prospectus Supplement
relating to such Notes. Any such sales to investors and other purchasers may be
at prevailing market prices, or prices related thereto at the time of such
resale, at negotiated prices or otherwise, as determined by the Agent.
(c) Obligations Several. The Company acknowledges that the
-------------------
obligations of the Agents are several and not joint and, subject to the
provisions of this Section 2, each Agent shall have complete discretion as to
the manner in which it solicits purchasers for the Notes and as to the identity
thereof.
(d) Administrative Procedures. The Agents and the Company agree to
-------------------------
perform their respective duties and obligations specifically provided to be
performed in the Medium-Term Notes Administrative Procedures (the
"Administrative Procedures") attached hereto as Exhibit B, as the same may be
amended from time to time. The Administrative Procedures may be amended only by
written agreement of the Company and the Agents.
<PAGE>
10
3. Commencement Date. The documents required to be delivered
-----------------
pursuant to Section 6 hereof on the Commencement Date (as defined below) or as
a condition precedent to your obligation to begin soliciting offers to
purchase Notes as agent of the Company shall be delivered to the Agents at the
offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York, at
11:00 a.m., New York City time, on the date of this Agreement, which date and
time of such delivery may be postponed by agreement between the Agents and the
Company but in no event shall be later than the day prior to the date on which
solicitation of offers to purchase Notes is commenced or the first date on
which the Company accepts an offer by any Agent to purchase Notes as principal
(such time and date being referred to herein as the "Commencement Date").
4. Covenants of the Company. The Company covenants and agrees
------------------------
with each Agent:
(a) (i) To make no amendment or supplement to the Registration
Statement or the Prospectus prior to the termination of the offering of the
Notes pursuant to this Agreement or any Terms Agreement which shall be
reasonably disapproved by any Agent after reasonable opportunity to comment
thereon, provided, however, that the foregoing shall not apply to any of
the Company's periodic filings with the Commission described in subsection
(iii) below, copies of which filings the Company will cause to be delivered
to the Agents promptly after their transmission to the Commission for
filing; (ii) subject to the foregoing clause (i), promptly to cause each
Prospectus Supplement to be filed with or transmitted for filing to the
Commission in accordance with Rule 424(b) under the Securities Act and to
prepare, with respect to any Notes to be sold through or to such Agent
pursuant to this Agreement, a Pricing Supplement with respect to such Notes
in a form previously approved by such Agent and to file such Pricing
Supplement in accordance with Rule 424(b) under the Securities Act; and
(iii) promptly to file all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering or
sale of the Notes. The Company will promptly advise each Agent (i) of the
filing of any amendment or supplement to the Basic Prospectus or any
amendment to the Registration Statement and of the effectiveness of any
such amendment to the Registration Statement, (ii) of the receipt of any
comments from the Commission with respect to the Registration Statement,
the Prospectus or the Prospectus Supplement, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement, of the suspension of the qualification of the Notes
for offering or sale in any jurisdiction, or the institution or threatening
of any proceeding for any such purpose, or of any request by the Commission
for any amendment or supplement of the Registration Statement or Prospectus
or for additional information relating thereto or to any document
incorporated by reference in the Prospectus; and (iv) of the receipt by the
Company of any notification with respect to any suspension of the
qualification of the Notes for offering or sale in any jurisdiction, or the
<PAGE>
11
initiation or threatening of any proceeding for any such purpose. The
Company agrees to use every reasonable effort to prevent the issuance of
any such stop order or of any order suspending any such qualification
and, if issued, to use every reasonable effort to obtain the lifting
thereof at the earliest possible moment. If the Basic Prospectus is
amended or supplemented as a result of the filing under the Exchange Act
of any document incorporated by reference in the Prospectus, no Agent
shall be obligated to solicit offers to purchase Notes so long as it is
not reasonably satisfied with such document.
(b) To use its reasonable best efforts to qualify the Notes for offer
and sale under the securities or Blue Sky laws of such jurisdictions as the
Agents shall reasonably request and to continue such qualification in
effect so long as reasonably required in connection with the distribution
of the Notes and to pay all fees and expenses (including fees and
disbursements of counsel to the Agents) reasonably incurred in connection
with such qualification and in connection with the determination of the
eligibility of the Notes for investment under the laws of such
jurisdictions as such Agent may reasonably designate; provided, however,
that the Company shall not be required to file a general consent to service
of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or to
subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject. The Company will file such
statements and reports as may be required by the laws of each jurisdiction
in which the Notes have been qualified as above provided.
(c) To furnish each Agent and counsel to the Agents, at the expense
of the Company, a signed copy of the Registration Statement (as originally
filed) and each amendment thereto, in each case including exhibits and
documents incorporated by reference therein and, during the period
mentioned in paragraph (d) below, to furnish each Agent as many copies of
the Prospectus (including all amendments and supplements thereto) and
documents incorporated by reference therein as such Agent may reasonably
request.
(d) If at any time when a prospectus relating to the Notes is
required to be delivered under the Securities Act, any event shall occur as
a result of which, in the opinion of counsel for the Agents or counsel for
the Company, the Prospectus, as then amended or supplemented, would include
an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made not misleading, or, if in the
opinion of the Agents or the Company, it is necessary at any time to amend
or supplement the Prospectus, as then amended or supplemented, to comply
with law, to immediately notify the Agents by telephone (with confirmation
in writing) and request each Agent (i) in its capacity as agent of the
Company, to suspend solicitation of offers to purchase Notes from the
Company (and, if so notified, such Agent shall cease such solicitations and
cease using the Prospectus as soon as practicable, but in
<PAGE>
12
any event not later than one business day later); and (ii) to cease sales
of any Notes such Agent may then own as principal. If the Company shall
decide to amend or supplement the Registration Statement or the
Prospectus, as then amended or supplemented, it shall so advise each
Agent promptly by telephone (with confirmation in writing) and, at its
expense, shall prepare and cause to be filed promptly with the Commission
an amendment or supplement to the Registration Statement or the
Prospectus, as then amended or supplemented, reasonably satisfactory in
all respects to the Agents, that will correct such statement or omission
or effect such compliance and will supply such amended or supplemented
Prospectus to the Agents in such quantities as you may reasonably
request. Notwithstanding the foregoing, if there is a mistake in the
written information furnished by the Agent or Agents to the Company for
use in the Prospectus and if such Prospectus is required to be reprinted,
then the expense of reprinting such Prospectus shall be borne, severally,
by the Agent or Agents who shall have furnished such incorrect
information. If any such amendment or supplement and any documents,
opinions, letters and certificates furnished to the Agents pursuant to
Sections 4(e), 4(i), 4(j) and 4(k) in connection with the preparation and
filing of such amendment or supplement are reasonably satisfactory in all
respects to the Agents, upon the filing with the Commission of such
amendment or supplement to the Prospectus or upon the effectiveness of an
amendment to the Registration Statement, the Agents will resume the
solicitation of offers to purchase Notes hereunder. Notwithstanding any
other provision of this Section 4(d), until the distribution of any Notes
any Agent may own as principal has been completed or in the event such
Agent, in the opinion of its counsel, is otherwise required to deliver a
prospectus in respect of a transaction in the Notes, if any event
described in this Section 4(d) occurs the Company will, at its own
expense, promptly prepare and file with the Commission an amendment or
supplement, satisfactory in all respects to such Agent; that will correct
such statement or omission or effect such compliance, will supply such
amended or supplemented Prospectus to such Agent in such quantities as
such Agent may reasonably request and shall furnish to such Agent
pursuant to Sections 4(e), 4(i), 4(j) and 4(k) such documents,
certificates, opinions and letters as it may request in connection with
the preparation and filing of such amendment or supplement.
(e) To furnish to the Agents during the term of this Agreement such
relevant documents and certificates of officers of the Company relating to
the business, operations and affairs of the Company, the Registration
Statement, the Basic Prospectus, any amendments or supplements thereto, the
Indentures, the Notes, this Agreement, the Administrative Procedures, any
applicable Terms Agreement and the performance by the Company of its
obligations hereunder or thereunder as the Agents may from time to time
reasonably request and shall notify the Agents promptly in writing of any
downgrading, or on its receipt of any notice of (i) any intended or
potential downgrading or (ii) any review or possible change that does not
indicate an improvement in the rating accorded any of the securities of, or
guaranteed by, the
<PAGE>
13
Company by any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the
Securities Act.
(f) To make generally available to its security holders and to such
Agent as soon as practicable but not later than 90 days after the close of
the period covered thereby earnings statements which shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 of the
Commission promulgated thereunder covering periods of at least twelve
months beginning in each case with the first day of the fiscal quarter of
the Company occurring after the "effective date" (as defined in Rule 158)
of the Registration Statement with respect to each sale of Notes.
(g) So long as any Notes are outstanding, to furnish to such Agent
copies of all reports or other communications (financial or other)
furnished to holders of the Notes and copies of all annual reports,
quarterly reports and current reports filed with the Commission on Forms
10-K, 10-Q and 8-K, or such other similar forms as may be designated by the
Commission, and all material reports or other communications (financial or
other) furnished to or filed with any national securities exchange on which
any class of securities of the Company is listed.
(h) That, from the date of any applicable Terms Agreement with such
Agent or other agreement by such Agent to purchase Notes as principal with
a maturity of one year or longer and continuing to and including the
business day following the related Time of Delivery, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of or
guaranteed by the Company which are denominated in the same currency as
such Notes and with a maturity of one year or longer, without the prior
written consent of such Agent.
(i) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by an amendment or supplement
providing solely for a change in the interest rates, redemption provisions,
amortization schedules or maturities offered on the Notes or for a change
the Agents deem to be immaterial) and each time the Company sells Notes to
such Agent as principal pursuant to a Terms Agreement or other agreement
and such Terms Agreement or other agreement specified the delivery of an
opinion under this Section 4(i) as a condition to the purchase of Notes
pursuant to such Terms Agreement or other agreement, the Company shall
furnish or cause to be furnished forthwith to such Agent a written opinion
of Thompson, Hine and Flory, and/or the General Counsel or any Senior
Managing Counsel to the Company, dated the date of such amendment or
supplement, or the related Time of Delivery relating to such sale, as the
case may be, in form satisfactory to such Agent, of the same tenor as the
opinion referred to in Section 6(b) hereof but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the date of such opinion, or, in lieu of such opinion, counsel last
furnishing such an opinion, may furnish to the Agents a letter to the
effect that such Agent may rely on the opinion of such counsel which was
last
<PAGE>
14
furnished to such Agent to the same extent as though it were dated the
date of such letter (except that the statements in such last opinion
shall be deemed to relate to the Registration Statement and the
Prospectus as amended or supplemented to date of delivery of such
letter).
(j) That each time the Registration Statement or the Prospectus shall
be amended or supplemented to include or incorporate amended or
supplemented financial information and each time the Company sells Notes to
such Agent as principal pursuant to a Terms Agreement or other agreement
and such Terms Agreement or other agreement specifies the delivery of a
letter under this Section 4(j) as a condition to the purchase of Notes
pursuant to such Terms Agreement or other agreement, the Company shall
cause the independent certified public accountants who have certified the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement forthwith to
furnish such Agent a letter, dated the date of such amendment or supplement
or the related Time of Delivery relating to such sale, as the case may be,
of the same tenor as the letter referred to in Section 6(d) hereof but
modified to relate to the Registration Statement and the Prospectus as
amended or supplemented to the date of such letter with such changes as may
be necessary to reflect such amended or supplemented financial information
included or incorporated by reference in the Registration Statement or the
Prospectus as amended or supplemented, provided, however, that, with
respect to any financial information or other matter, such letter may
reconfirm as true and correct at such date, as though made at and as of
such date, rather than repeat, statements with respect to such financial
information or other matter made in the letter referred to in Section 6(d)
hereof which was last furnished to such Agent.
(k) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by an amendment or supplement
providing solely for a change in the interest rates, redemption provisions,
amortization schedules or maturities offered on the Notes or for a change
the Agents deem to be immaterial), and each time the Company sells Notes to
such Agent as principal and the applicable Terms Agreement or other
agreement specifies the delivery of a certificate under this Section 4(k)
as a condition to the purchase of Notes pursuant to such Terms Agreement or
other agreement, the Company shall furnish or cause to be furnished
forthwith to such Agent a certificate signed by an executive officer of the
Company, dated the date of such amendment or supplement or the related Time
of Delivery relating to such sale, as the case may be, of the same tenor as
the certificates referred to in Section 6(e) but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the date of delivery of such certificate or to the effect that the
statements contained in the certificate referred to in Section 6(e) hereof
which was last furnished to such Agent are true and correct at such date as
though made at and as of such date (except that such statements shall be
deemed to relate to the Registration Statement and the Prospectus as
amended or supplemented to such date).
<PAGE>
15
5. Costs and Expenses. The Company covenants and agrees with each
------------------
Agent that the Company will, whether or not any sale of Notes is consummated,
pay all costs and expenses incident to the performance of its obligations
hereunder and under any applicable Terms Agreement, including without limiting
the generality of the foregoing, all costs and expenses: (i) incident to the
preparation, issuance, execution, authentication and delivery of the Notes,
including any expenses of the Trustee, (ii) incident to the preparation,
printing and filing under the Securities Act of the Registration Statement, the
Prospectus and any preliminary prospectus (including in each case all exhibits,
amendments and supplements thereto), (iii) incurred in connection with the
registration or qualification and determination of eligibility for investment of
the Notes under the laws of such jurisdictions as the Agents (or in connection
with any Terms Agreement, the applicable Agent) may designate (including fees of
counsel for the Agents (or such Agent) and their disbursements), (iv) in
connection with the listing of the Notes on any stock exchange, (v) related to
any filing with the National Association of Securities Dealers, Inc., (vi) in
connection with the printing (including word processing and duplication costs)
and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any
Legal Investment Survey and the furnishing to the Agents and dealers of copies
of the Registration Statement and the Prospectus, including mailing and
shipping, as herein provided, (vii) payable to rating agencies in connection
with the rating of the Notes, (viii) the reasonable fees and disbursements of
counsel for the Agents incurred in connection with the offering and sale of
the Notes, including any opinions to be rendered by such counsel hereunder and
(ix) any advertising and out-of-pocket expenses incurred by the Agents.
6. Conditions. The obligation of any Agent, as agent of the
----------
Company, at any time ("Solicitation Time") to solicit offers to purchase the
Notes, the obligation of any Agent to purchase Notes as principal pursuant to
any Terms Agreement or otherwise, and the obligation of any other purchaser to
purchase Notes shall in each case be subject (1) to the condition that all
representations and warranties of the Company herein and all statements of
officer's of the Company made in any certificate furnished pursuant to the
provisions hereof are accurate (i) in the case of an Agent's obligation to
solicit offers to purchase Notes, at and as of such Solicitation Time and (ii)
in the case of any Agent's or any other purchaser's obligation to purchase
Notes, at and as of the time the Company accepts the offer to purchase such
Notes and, as the case may be, at and as of the related Time of Delivery or time
of purchase; (2) to the condition that at or prior to such Solicitation Time,
time of acceptance, Time of Delivery or time of purchase, as the case may be,
the Company shall have complied with all its agreements and all conditions on
its part to be performed or satisfied hereunder; and (3) to the following
additional conditions when and as specified:
(a) Prior to such Solicitation Time or corresponding Time of Delivery
or time of purchase, as the case may be:
(i) the Prospectus as amended or supplemented (including, if
applicable, the Pricing Supplement) with respect to such Notes shall
have been filed with the Commission pursuant to Rule 424(b) under the
Securities Act
<PAGE>
16
within the applicable time period prescribed for such filing by the
rules and regulations under the Securities Act; no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission;
(ii) there shall not have occurred any downgrading, nor shall
any notice have been given of (i) any intended or potential
downgrading or (ii) any review or possible change that does not
indicate an improvement, in the rating accorded any securities of or
guaranteed by the Company by any "nationally recognized statistical
rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act;
(iii) there shall not have occurred any change or any
development in or affecting particularly the business or properties of
the Company or its subsidiaries which, in the judgment of the
applicable Agent, materially impairs the investment quality of the
Notes; and
(iv) (A) trading generally shall not have been suspended on or
by, as the case may be, any of the New York Stock Exchange or the
American Stock Exchange, minimum or maximum prices for trading shall
not have been fixed, or maximum ranges for prices for securities shall
not have been required, on the New York Stock Exchange or the American
Stock Exchange, by such Exchange or by order of the Commission or any
other governmental authority having jurisdiction, (B) trading in any
securities of the Company shall not have been suspended by the
Commission or a national securities exchange or in any over-the-
counter market, (C) a general moratorium on commercial banking
activities in New York shall not have been declared by either Federal
or New York State authorities, or (D) there shall not have occurred
any outbreak or escalation of hostilities in which the United States
is involved, a declaration of war by Congress, any other substantial
national or international calamity or any other event or occurrence of
a similar character if, in the judgment of such Agent or Agents or of
such other purchaser, the effect of any such outbreak, escalation,
declaration, calamity or other event or occurrence makes it
impracticable or inadvisable to market the Notes on the terms and in
the manner contemplated in the Prospectus as amended or supplemented
at the Solicitation Time or at the time such offer to purchase was
made. Promptly after the determination by any such Agent or other
purchaser that it is impractical or inadvisable to market the Notes,
such Agent or other purchaser shall notify the Company of such
determination in writing; but the omission so to notify the Company
shall not act to modify the rights of the Agent or other purchaser
under this Section 6(a)(iv)(A).
(b) On the Commencement Date, and in the case of a purchase of Notes
by an Agent as principal pursuant to a Terms Agreement or otherwise, if
called for by
<PAGE>
17
the applicable Terms Agreement or other agreement, at the corresponding
Time of Delivery, the General Counsel or Senior Managing Counsel to the
Company and/or Thompson, Hine and Flory, counsel to the Company, as
indicated in the applicable Prospectus Supplement (it being understood that
any opinion with respect to Key Bank of New York or Key Bank of Washington
may be delivered by the General Counsel or Senior Managing Counsel to the
Company.) shall have furnished to the relevant Agent or Agents their
written opinion, dated the Commencement Date or Time of Delivery, as the
case may be, in form and substance satisfactory to such Agent or Agents, to
the effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of Ohio and is duly
registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended; each of Society National Bank and Society
National Bank, Indiana (the "National Banks") is a duly organized and
validly existing national banking association under the laws of the
United States and continues to hold a valid certificate to do business
as such; each of Key Bank of New York and Key Bank of Washington (the
"State Banks") is a duly organized and validly existing state
chartered banking association under the laws of the State of New York
and the State of Washington, respectively, and each continues to hold
a valid certificate to do business as such; each of the Company, the
National Banks and the State Banks has full corporate power and
authority to conduct its business as described in the Registration
Statement and Prospectus and is duly qualified to do business in each
jurisdiction in which it owns or leases real property, except where
the failure to be so qualified, considering all such cases in the
aggregate, does not involve a material risk to the business,
properties, financial position or results of operations of the Company
and its subsidiaries taken as a whole; and all of the outstanding
shares of capital stock of each of the National Banks and the State
Banks have been duly authorized and validly issued, are fully paid and
non-assessable (exceptions to be specified) and (except as otherwise
stated in the Registration Statement) are owned beneficially by the
Company subject to no security interest, other encumbrance or adverse
claim.
(ii) This Agreement and any applicable Terms Agreement have been
duly authorized, executed and delivered by the Company.
(iii) The Notes conform in all material respects to the
description thereof contained or incorporated by reference in the
Prospectus and such description conforms in all material respects to
the rights set forth in the instruments defining the same.
(iv) The Notes have been duly authorized and, when executed,
authenticated and delivered in accordance with the terms of the
applicable
<PAGE>
18
Indenture and issued to and paid for by any purchaser of Notes sold
through an Agent as agent or any Agent as principal pursuant to any
Terms Agreement or other agreement, will be entitled to the benefits
of such applicable Indenture and will constitute valid and legally
binding obligations of the Company enforceable in accordance with
their terms subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
(v) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding
instrument of the Company enforceable in accordance with its terms
subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture Act.
(vi) The issue and sale of the Notes and the performance by the
Company of its obligations under the Notes, the Indenture, this
Agreement and any applicable Terms Agreement or other agreement
pursuant to which an Agent purchases Notes as principal and the
consummation of the transactions herein and therein contemplated will
not conflict with or result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any statute,
rule or regulation, any agreement or instrument known to such counsel
to which the Company is a party or by which it is bound, the Company's
Articles of Incorporation or Regulations, or any order known to such
counsel of any court or governmental agency or body having
jurisdiction over the Company.
(vii) No consent, approval, authorization, order, registration
or qualification of or filing with any court or governmental agency or
body is required for the issue and sale of the Notes or the
consummation of the other transactions contemplated by this Agreement,
any applicable Terms Agreement or other agreement pursuant to which an
Agent purchases Notes as principal, or the Indenture, except such
consents, approvals, authorizations, registrations or qualifications
as have been obtained under the Securities Act and the Trust Indenture
Act and as may be required under state securities or Blue Sky laws in
connection offers and sales of the Notes from the Company and with
purchases of Notes.
(viii) The Registration Statement has become effective under the
Securities Act; any required amendment or supplement to the Prospectus
has been filed as required by Section 4(a) hereof; and to the best
knowledge of such counsel no stop order suspending the effectiveness
of the Registration
<PAGE>
19
Statement has been issued and no proceeding for that purpose has been
instituted or threatened by the Commission.
(ix) Such counsel is of the opinion ascribed to it in the
Prospectus under the caption "Taxation", if any.
(x) Such counsel (A) is of the opinion that the Registration
Statement and the Prospectus each as amended or supplemented on the
Commencement Date or the applicable Time of Delivery (except for the
financial statements and other financial and statistical data included
therein or omitted therefrom and the Statement of Eligibility (Form T-
1) under the Trust Indenture Act of the Trustee as to which such
counsel need express no opinion) complied as to form in all material
respects with the requirements of the Securities Act and the Exchange
Act and the respective rules thereunder, (B) has no reason to believe
that (except for the financial statements or other financial and
statistical data included therein or omitted therefrom and the
Statement of Eligibility (Form T-1) under the Trust Indenture Act of
the Trustee as to which such counsel need express no belief) each part
of the Registration Statement, as amended (including the documents
incorporated by reference therein), filed with the Commission pursuant
to the Securities Act relating to the Notes, when such part became
effective and, as of the date such opinion is delivered, contained any
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, (C) has no reason to believe that (except for
the financial statements and other financial and statistical data
included therein or omitted therefrom and the Statement of Eligibility
(Form T-1) under the Trust Indenture Act of the Trustee as to which
such counsel need express no belief) the Prospectus, as amended or
supplemented, if applicable, as of the date such opinion is delivered
contains any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading and (D) does not know of any amendment to the Registration
Statement required to be filed which is not filed as required;
provided that in the case of an opinion delivered on the Commencement
Date or pursuant to Section 4(i) (other than in connection with a
Terms Agreement), the opinion and belief set forth in clauses (A) and
(C) above shall be deemed not to cover information concerning an
offering of particular Notes to the extent such information will be
set forth in a supplement to the Basic Prospectus.
Such opinion or opinions shall be to such further effect with respect
to other legal matters relating to this Agreement, and the sale of the
Notes, pursuant to this Agreement as counsel for the Agents may reasonably
request. Such opinion or opinions shall be limited to New York, Ohio,
Washington and federal law and, if
<PAGE>
20
applicable, the law of the state of incorporation of any other Significant
Subsidiary. In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions in which such counsel is not
qualified and the federal law of the United States, upon opinions of other
counsel, who shall be counsel satisfactory to counsel for the Agents, in
which case the opinion shall state that they believe you and they are
entitled to so rely. Such counsel may also state that, insofar as such
opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company, the National Banks
and the State Banks and the Significant Subsidiaries and certificates of
public officials.
In rendering their opinion, such counsel may rely upon the opinion of
Shearman & Sterling referred to below as to any matters governed by New
York law covered therein.
(c) On the Commencement Date, and in the case of a purchase of Notes
by an Agent as principal pursuant to a Terms Agreement or otherwise, if
called for by the applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, Shearman & Sterling, counsel to the Agents,
shall have furnished to the relevant Agent or Agents such opinion or
opinions, dated the Commencement Date or Time of Delivery, as the case may
be, to the effect that the opinion delivered pursuant to Section 6(b)
appears on its face to be appropriately responsive to the requirements of
this Agreement and with respect to the incorporation of the Company, the
validity of the Indenture, the securities, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as such
Agent or Agents may reasonably request, and in each case such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters. In rendering their opinion, such
counsel may rely upon the opinion rendered on behalf of the Company
referred to above as to all matters of Ohio law.
(d) On the Commencement Date, and in the case of a purchase of Notes
by an Agent as principal pursuant to a Terms Agreement or otherwise, if
called for by the applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, the Company's independent certified public
accountants who have certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration
Statement and Prospectus, as then amended or supplemented, shall have
furnished to the relevant Agent or Agents a letter, dated the Commencement
Date or Time of Delivery, as the case may be to the effect set forth in
Annex I hereto.
(e) On the Commencement Date, and in the case of a purchase of Notes
by an Agent as principal pursuant to a Terms Agreement or otherwise, if
called for by the applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, the relevant Agent or Agents shall have
received from the Company a certificate or certificates signed by the
Chairman of the Board, the President or an
<PAGE>
21
Executive Vice President, and by the principal financial or accounting
officer, dated the Commencement Date or Time of Delivery, as the case may
be, to the effect that, to the best of their knowledge based upon
reasonable investigation (1) the representations and warranties of the
Company contained herein are true and correct on and as of the Commencement
Date or Time of Delivery, as the case may be, as if made on and as of such
date, and the Company has complied with all agreements and all conditions
on its part to be performed or satisfied hereunder or under the applicable
Terms Agreement or other agreement at or prior to the Commencement Date or
Time of Delivery, as the case may be, and (2) no stop order suspending the
effectiveness of the Registration Statement has been issued, and no
proceeding for that purpose has been instituted or is threatened by the
Commission.
(f) On the Commencement Date and at each Time of Delivery, the
Company shall have furnished to the relevant Agent or Agents such further
certificates and documents as such Agent or Agents may reasonably request.
All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form
and substance to the relevant Agent or Agents. The Company will furnish
the relevant Agent or Agents with such conformed copies of such opinions,
certificates, letters and other documents as the relevant Agent or Agents
shall reasonably request.
7. Indemnification and Contribution. (a) The Company will
--------------------------------
indemnify and hold harmless each Agent against any losses, claims, damages or
liabilities, joint or several, to which such Agent may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
part of the Registration Statement when such part became effective, any
preliminary prospectus, the Prospectus or any amendment or supplement thereto,
or any other prospectus with respect to the Notes, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Agent for any legal or other expenses reasonably
incurred by it in connection with investigating or defending against such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that (i) the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by you, or by any Agent through you, specifically for
use therein and (ii) such indemnity with respect to any Preliminary Prospectus
shall not inure to the benefit of any Agent (or any person controlling such
Agent) to the extent that any such loss, claim, damage or liability of such
Agent results from the fact that such Agent sold Notes to a person as to whom it
shall be established that there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or supplemented
(excluding documents incorporated by reference) in any case
<PAGE>
22
where such delivery is required by the Securities Act if the Company has
previously furnished copies thereof in sufficient quantity to such Agent and the
loss, claim, damage or liability of such Agent results from an untrue statement
or omission of a material fact contained in the Preliminary Prospectus which was
corrected in the Prospectus (excluding documents incorporated by reference) or
in the Prospectus as then amended or supplemented (excluding documents
incorporated by reference).
(b) Each Agent will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any part of the Registration Statement when such part became
effective, any Preliminary Prospectus, the Prospectus or any amendment or
supplement thereto, or any other prospectus relating to the Notes, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made therein in reliance upon and in conformity with written
information furnished to the Company by you, or by such Agent through you,
specifically for use therein, and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending against any such loss, claim, damage, liability or
action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party provided,
however, that, if the defendants in any such action (including any impleaded
parties) include both the indemnified party and the indemnifying party and
representations of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, the indemnified party
or parties shall have the right to select separate counsel to participate in the
defense of such action on behalf of such indemnified party or parties (and the
reasonable fees and expenses of one such separate counsel shall be paid by the
indemnifying party). No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party.
<PAGE>
23
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities,
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Agents on the other from the
offering of the Notes or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Agents on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Agents on the other shall be deemed to be in the same proportion as the
total proceeds from the offering of the Notes (before deducting expenses)
received by the Company bear to the total compensation or profit (before
deducting expenses) received or realized by the Agents from the purchase and
resale, or underwriting, of the Notes. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Agents and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The Company and the
Agents agree that it would not be just and equitable if contributions pursuant
to this subsection (d) were to be determined by pro rata allocation (even if the
Agents were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred
to in the first sentence of this subsection (d). The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending against any action or claim
which is the subject of this subsection (d). Notwithstanding the provisions of
this subsection (d), no Agent shall be required to contribute any amount in
excess of the amount by which the total price at which the Notes underwritten by
it and distributed to the public were offered to the public exceeds the amount
of any damages that such Agent has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Agents'
obligations in this subsection (d) to contribute shall be several in proportion
to their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Agent within the meaning of the Securities Act; and the obligations of the
Agents under this Section 7 shall be
<PAGE>
24
in addition to any liability that the respective Agents may otherwise have and
shall extend, upon the same terms and conditions, to each director of the
Company (including any person who, with his consent, is named in the
Registration Statement as about to become a director of the Company), to each
officer of the Company who has signed the Registration Statement and to each
person, if any, who controls the Company within the meaning of the Securities
Act.
8. Termination. (a) This Agreement may be terminated at any time
-----------
(i) by the Company with respect to any or all of the Agents or (ii) by any Agent
with respect to itself only, in each case upon the giving of written notice of
such termination to each other party hereto. Any Terms Agreement shall be
subject to termination in the discretion of the Agent or Agents that are parties
thereto by notice given to the Company prior to the payment for any Note to be
purchased thereunder, if at or prior to such time any of the conditions
specified in Section 6(a) hereof shall not have been satisfied. The termination
of this Agreement shall not require termination of any agreement by an Agent to
purchase Notes as principal (whether pursuant to a Terms Agreement or otherwise)
and the termination of such an agreement shall not require termination of this
Agreement. In the event this Agreement is terminated with respect to any Agent,
(x) this Agreement shall remain in full force and effect with respect to any
Agent as to which such termination has not occurred, (y) this Agreement shall
remain in full force and effect with respect to the rights and obligations of
any party which have previously accrued or which relate to Notes which are
already issued, agreed to be issued or the subject of a pending offer at the
time of such termination and (z) in any event, the provisions of the fourth
paragraph of Section 2(a), Section 2(c), the last sentence of Section 4(d) and
Sections 4(f), 4(g), 5, 7, 9, 10, 12 and 15 shall survive; provided that if at
the time of termination an offer to purchase Notes has been accepted by the
Company but the time of delivery to the purchaser or its agent of such Notes has
not yet occurred, the provisions of Sections 2(b), 2(d), 4(a) through 4(e), 4(h)
through 4(k) and 6 shall also survive. If any Terms Agreement is terminated,
the provisions of the last sentence of Section 4(d) and Sections 2(b), 2(d),
4(a), 4(b), 4(e), 4(g) through 4(k), 5, 6, 7, 9, 10, 12 and 15 (which shall have
been incorporated by reference in such Terms Agreement) shall survive.
(b) If this Agreement or any Terms Agreement shall be terminated by
an Agent or Agents because of any failure or refusal on the part of the Company
to comply with the terms or to fulfill any of the conditions of this Agreement
or any Terms Agreement or if for any reason the Company shall be unable to
perform its obligations under this Agreement or any Terms Agreement or any
condition of any Agent's obligations cannot be fulfilled, the Company agrees to
reimburse each Agent or such Agents as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and expenses of their counsel) reasonably incurred by such Agent or Agents
in connection with this Agreement or the offering of Notes.
<PAGE>
25
9. Position of the Agents. Each Agent, in soliciting offers to
----------------------
purchase Notes from the Company and in performing the other obligations of such
Agent hereunder (other than in respect of any purchase by an Agent as principal,
pursuant to a Terms Agreement or otherwise), is acting solely as agent for the
Company and not as principal and does not assume any obligation towards or
relationship of agency or trust with any purchaser of Notes. Each Agent will
make reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes from the Company was solicited by such
Agent and has been accepted by the Company, but such Agent shall not have any
liability to the Company in the event such purchase is not consummated for any
reason. If the Company shall default on its obligation to deliver Notes to a
purchaser whose offer it has accepted, the Company shall (i) hold the relevant
Agent harmless against any loss, claim, damage or liability arising from or as a
result of such default by the Company and (ii) notwithstanding such default, pay
to the Agent that solicited such offer any commission to which it would be
entitled in connection with such sale.
10. Representations and Agreements to Survive. The respective
-----------------------------------------
indemnities and contribution agreements, representations, warranties and
agreements of the Company herein or certificates of its officers and the Agents
set forth in or made pursuant to this Agreement or any agreement by an Agent to
purchase Notes as principal shall remain in full force and effect regardless of
any termination of this Agreement or any such agreement, any investigation made
by or on behalf of any Agent or any controlling person of any Agent, or the
Company, or any officer or director or any controlling person of the Company,
and shall survive each delivery of and payment for any of the Notes.
11. Notices. Except as otherwise specifically provided herein or in
-------
the Administrative Procedures, all statements, requests, notices and advices
hereunder shall be in writing, and effective only on receipt, and will be
delivered by hand, by mail (postage prepaid), by telegram (charges prepaid) or
by telecopier. Communications to the Agents will be sent, in the case of CS
First Boston Corporation, to Park Avenue Plaza, 55 East 52nd Street, New York,
New York 10005, Attention: Joseph D. Fashano (Facsimile Number: 212-318-0532),
in the case of Goldman, Sachs & Co., to 85 Broad Street, New York, New York
10004, Attention: Credit Department (Credit Control-Medium Term Notes)
(Facsimile Number: 212-357-8680), in the case of Kidder, Peabody & Co.
Incorporated, to 10 Hanover Square, New York, New York 10005, Attention:
Daniel McNamara (Facsimile Number: 212-797-8942), in the case of J.P. Morgan
Securities Inc., to 60 Wall Street, 3rd Floor, New York, New York 10260,
Attention: Medium Term Note Desk (Facsimile Number: 212-648-5909), in the case
of Salomon Brothers Inc., Seven World Trade Center, New York, New York 10048,
Attention: Medium Term Note Department (Facsimile Number: 212-783-2274) and, if
sent to,the Company, to it at 127 Public Square, Cleveland, Ohio 44114,
Attention: Secretary and General Counsel (Telephone Number: (216) 689-5128;
- ---------
Telecopier Number: (216) 689-5681) with a Copy to: the Senior Managing
---- --
Counsel -- Securities.
<PAGE>
26
12. Successors. This Agreement and any Terms Agreement shall be
----------
binding upon, and inure solely to the benefit of, each Agent and the Company,
and their respective successors and the officers, directors and controlling
persons referred to in Section 7 and (to the extent expressly provided in
Section 6) the purchasers of Notes, and no other person shall acquire or have
any right or obligation under or by virtue of this Agreement or any Terms
Agreement.
13. Amendments. This Agreement may be amended or supplemented if,
----------
but only if, such amendment or supplement is in writing and is signed by the
Company and each Agent; provided that the Company may from time to time, on 7
days prior written notice to the Agents but without the consent of any Agent,
amend this Agreement to add as a party hereto one or more additional firms
registered under the Exchange Act, whereupon each such firm shall become an
Agent hereunder on the same terms and conditions as the other Agents that are
parties hereto. The Agents shall sign any amendment or supplement giving effect
to the addition of any such firm as an Agent under this Agreement.
14. Business Day. Time shall be of the essence in this Agreement and
------------
any Terms Agreement. As used herein, the term "business day" shall mean any day
which is not a Saturday or Sunday or legal holiday or a day on which banks in
New York City are generally required or authorized by law or executive order to
close.
15. Applicable Law. This Agreement and any Terms Agreement shall be
--------------
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to the conflict of laws provisions thereof.
16. Counterparts. This Agreement and any Terms Agreement may be
------------
signed in counterparts, each of which shall be an original, and all of which
together shall constitute one and the same instrument.
17. Headings. The headings of the sections of this Agreement have
--------
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.
<PAGE>
27
If the foregoing is in accordance with your understanding, please sign
and return to us five counter-parts hereof, whereupon this letter and the
acceptance by each of you thereof shall constitute a binding agreement between
the Company and each of you in accordance with its terms.
Very truly yours,
KeyCorp
By: /s/ Carter B. Chase
---------------------------
Accepted in New York, New York,
as of the date first above written:
CS First Boston Corporation
By: /s/ Martha D. Bailey
-------------------------
Name: Martha D. Bailey
Title: Vice President
/s/ Goldman, Sachs & Co.
- ----------------------------
(Goldman, Sachs & Co.)
Kidder, Peabody & Co. Incorporated
By: /s/ Daniel M. McNamara
-------------------------
Name: Daniel M. McNamara
Title: Vice President
<PAGE>
28
J.P. Morgan Securities Inc.
By: /s/ Daniel Benton
-------------------------
Name: Daniel Benton
Title: Vice President
Salomon Brothers Inc
By: /s/ Pamela Kendall
-------------------------
Name: Pamela Kendall
Title: Vice President
<PAGE>
Exhibit A
KEYCORP
SENIOR MEDIUM-TERM NOTES, SERIES B
SUBORDINATED MEDIUM-TERM NOTES, SERIES A
TERMS AGREEMENT
________, 199___
KeyCorp
127 Public Square
Cleveland, Ohio 44114
Attention: ______________
Re: Distribution Agreement dated ________, 1994 (the "Distribution
Agreement")
The undersigned agrees to purchase your Medium-Term Notes having the
following terms:
Title: ________________________________
Specified Currency: __________________
Principal Amount: _________________________________
Original Issue Date: _________________
Settlement Date, Time and Place: _____________________
Stated Maturity: ______________
Purchase Price: _____% of Principal Amount, plus accrued interest,
if any, from Settlement Date
Price to Public: _____% of Principal Amount, plus accrued interest,
if any, from Settlement Date
Redemption:
Initial Redemption Date (Dates): , commencing
Additional Redemption Dates:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
<PAGE>
2
Repayment Price:
Initial accrual period OID:
Original Yield to Maturity
[(For Fixed Rate Notes)]
Interest Rate: ____________________
Applicability of modified payment upon acceleration:
If yes, state issue price:
Amortization schedule:
[(For Floating Rate Notes)]/*/
Initial Interest Rate: ___________________
Base Rate (CD, Commercial Paper, Federal Funds, LIBOR,
Prime Treasury, CMT, 11th District Cost
of Funds, ________): ________________
Index Maturity (30, 60, 90 days, 6 months, 1 year,
other): ____________________
Interest Reset Period (daily, weekly, monthly, quarterly,
semiannually, annually): ______________________
Spread: _____________ points (+/-)
Spread Multiplier: _________%
Maximum Interest Rate: ____________%
Minimum Interest Rate: ____________%
Initial Interest Reset Date: ____________
Interest Reset Dates: ________________
- -------------------------
/*/ See Prospectus Supplement dated ___________ for explanation of terms.
<PAGE>
3
Interest Determination Dates: _____________
Interest Payment Dates: ____________
Calculation Agent:
Other terms of Securities:
Provisions relating to underwriter
default, if any:
The provisions of Sections 1, 2(b) and 2(d) and 4 through 7, 10, 11,
12 and 15 of the Distribution Agreement and the related definitions are
incorporated by reference herein and shall be deemed to have the same force and
effect as if set forth in full herein.
This Agreement is subject to termination in our absolute discretion on
the terms incorporated by reference herein. If this Agreement is so terminated,
the provisions set forth in the last sentence of Section 8 of the Distribution
Agreement shall survive for the purposes of this Agreement.
[The certificate referred to in Section 4(k) of the Distribution
Agreement, the opinion referred to in Section 4(i) of the Distribution Agreement
and the accountants' letter referred to in Section 4(j) of the Distribution
Agreement will be required.]
[Agent]
By: ______________________
(Title)
Accepted:
KEYCORP
By: _______________________
(Title)
<PAGE>
EXHIBIT B
KEYCORP
SENIOR MEDIUM-TERM NOTES, SERIES B
SUBORDINATED MEDIUM-TERM NOTES, SERIES A
ADMINISTRATIVE PROCEDURES
The Senior Medium-Term Notes, Series B (the "Notes") and the
Subordinated Medium-Term Notes, Series A, are to be offered on a continuous
basis by KeyCorp (the "Company"). Each of CS First Boston Corporation, Goldman
Sachs & Co., Kidder, Peabody & Co. Incorporated, J.P. Morgan Securities Inc. and
Salomon Brothers Inc (each an "Agent" and collectively, the "Agents") has agreed
to solicit offers to purchase the Notes. The Notes are being sold pursuant to a
Distribution Agreement dated August 10, 1994 (the "Agreement") between the
Company and the Agents. In the Agreement, each Agent has agreed to use
reasonable efforts to solicit purchases of the Notes. Each Agent, as principal,
may purchase Notes for its own account and, if such Agent so elects, the Company
and such Agent will enter into a Terms Agreement, as contemplated by the
Agreement. The Company may also solicit offers to purchase and may sell Notes
directly on its own behalf to investors (other than broker-dealers).
The Notes will be issued under an Indenture, dated as of June 10, 1994
(as supplemented or amended from time to time, the "Senior Indenture") between
the Company and Bankers Trust Company, as trustee (the "Senior Trustee"), with
respect to unsecured and unsubordinated Notes, or the Indenture, dated as of
June 10, 1994 (as supplemented or amended from time to time, the "Subordinated
Indenture"), between the Company and Bankers Trust Company, as trustee (the
"Subordinated Trustee"), with respect to unsecured and subordinated Notes. The
Senior Indenture and Subordinated Indenture are herein collectively referred to
as the "Indenture" and the Senior Trustee and Subordinated Trustee are herein
collectively referred to as the "Trustee." Wherever the terms "Indenture" and
"Trustee" are used with respect to a specific issuance of Notes they shall mean
the Senior Indenture and Senior Trustee, in the case of an issuance of unsecured
and unsubordinated Notes, and the Subordinated Indenture and Subordinated
Trustee, in the case of an issuance of unsecured and subordinated Notes.
Society National Bank, Cleveland, Ohio, a national banking association
("Society") will be the Paying Agent, Registrar, Authenticating Agent and the
Calculation Agent for the Notes, and will perform the duties specified herein.
Notes will bear interest at a fixed rate (the "Fixed Rate Notes"), which may be
zero in the case of certain original issue discount notes (the "OID Notes"), or
at floating rates (the "Floating Rate Notes"). Fixed Rate Notes may pay a level
amount in respect of both interest and principal amortized over the life of the
Notes ("Amortizing Notes"). Each Note will be represented by either a Global
Security (as defined below) delivered to Society, as agent for The Depository
Trust Company ("DTC"), and recorded in the book-entry system maintained
<PAGE>
2
by DTC (a "Book-Entry Note") or a certificate delivered to the holder thereof or
a person designated by such holder (a "Certificated Note"). Except in limited
circumstances, an owner of a Book-Entry Note will not be entitled to receive a
Certificated Note.
Unless otherwise indicated in the applicable Pricing Supplement, the
Notes will be denominated in U.S. dollars and payments of principal of and any
premium and interest on the Notes will be made in U.S. dollars in the manner
indicated in the Prospectus and the Prospectus Supplement. Notes denominated in
one or more currencies or currency units other than U.S. Dollars are referred to
herein as "Foreign Currency Notes". For special provisions relating to Foreign
Currency Notes, see the sections entitled "Special Provisions Relating to
Foreign Currency Notes" in the Prospectus Supplement and "Foreign Currency
Risks" in the Prospectus. Specific information concerning the foreign currency
or currency unit in which a particular Foreign Currency Note is denominated,
including historical exchange rates and a description of the currency and any
exchange controls, shall be contained in a Pricing Supplement to the Prospectus
Supplement reflecting the terms of such Note.
The Company will advise each Agent in writing of those persons
representing the Company with whom such Agent is to communicate regarding offers
to purchase Securities and the related settlement details.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, Society will perform the
custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representation from
the Company and Society to DTC, dated as of the date hereof (the "Letter of
Representation"), and a Medium-Term Note Certificate Agreement between Society
and DTC, dated as of April 24, 1991 and its obligations as a participant in DTC,
including DTC's Same-Day Funds Settlement System ("SDFS").
Issuance: On any date of settlement (as defined under "Settlement" below)
for one or more Book-Entry Notes, the Company will issue a single
global security in fully registered form without coupons (a
"Global Security") representing up to U.S $150,000,000 principal
amount of all such Notes that have the same Maturity Date,
redemption or repayment provisions, Interest Payment Dates,
Original Issue Date, original issue discount provisions (if any),
and, in the case of Fixed Rate Notes, Interest Rate, modified
payment upon acceleration (if any), amortization schedule (if
any) or, in the case of Floating Rate Notes, Initial Interest
Rate, Interest Payment Dates, Interest Payment Period,
<PAGE>
3
Calculation Agent, Base Rate, Index Maturity, Interest Reset
Period, Interest Reset Dates, Spread or Spread Multiplier (if
any), Minimum Interest Rate (if any) and Maximum Interest Rate
(if any) and, in each case, any other relevant terms
(collectively "Terms"). Each Global Security will be dated and
issued as of the date of its authentication. Each Global
Security will bear an "Interest Accrual Date," which will be (i)
with respect to an original Global Security (or any portion
thereof), its original issuance date and (ii) with respect to any
Global Security (or any portion thereof) issued subsequently upon
exchange of a Global Security, or in lieu of a destroyed, lost or
stolen Global Security, the most recent Interest Payment Date to
which interest has been paid or duly provided for on the
predecessor Global Security or Securities (or if no such payment
or provision has been made, the original issuance date of the
predecessor Global Security), regardless of the date of
authentication of such subsequently issued Global Security.
Book-Entry Notes may currently be denominated and payable only in
U.S. dollars. No Global Security will represent (i) both Fixed
Rate and Floating Rate Book-Entry Notes or (ii) any Certificated
Note.
Identification The Company has arranged with the CUSIP Service Bureau of
Numbers: Standard & Poor's Ratings Group (the "CUSIP Service Bureau") for
the reservation of a series of approximately 900 CUSIP numbers
(including tranche numbers) for assignment to the Global
Securities representing the Book-Entry Notes. The Company has
obtained from the CUSIP Service Bureau a written list of such
series of reserved CUSIP numbers and has delivered to the
Trustee, Registrar and DTC the written list of 900 CUSIP numbers
of such series. The Company will assign CUSIP numbers to Global
Securities as described below under Settlement Procedure "B".
DTC will notify the CUSIP Service Bureau periodically of the
CUSIP numbers that the Company has assigned to Global Securities.
At any time when fewer than 100 of the reserved CUSIP numbers
remain unassigned to Global Securities, Society shall so advise
the Company and, if it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Global Securities
representing Book-Entry Notes. Upon obtaining such additional
CUSIP numbers, the Company shall deliver a list of such
additional CUSIP numbers to the Trustee, Registrar and DTC.
Registration: Each Global Security will be registered in the name of Cede &
Co., as nominee for DTC, on the security register maintained
under the Indenture. The beneficial owner of a Book-Entry Note
(or one or more indirect participants in DTC designated by such
owner) will designate
<PAGE>
4
one or more participants in DTC with respect to such Note (the
"Participants") to act as agent or agents for such owner in
connection with the book-entry system maintained by DTC and DTC
will record in book-entry form, in accordance with instructions
provided by such Participants, a credit balance with respect to
such beneficial owner in such Note in the account of such
Participants. The ownership interest of such beneficial owner in
such Note will be recorded through the records of such
Participants or through the separate records of such Participants
and one or more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be accompanied by book
entries made by DTC and, in turn, by Participants (and in certain
cases, one or more indirect participants in DTC) acting on behalf
of beneficial transferors and transferees of such Note.
Exchanges: The Registrar may deliver to DTC, the Trustee and the CUSIP
Service Bureau at any time a written notice of consolidation
specifying (i) the CUSIP numbers of two or more Outstanding
Global Securities that represent Book-Entry Notes having the same
Terms and for which interest has been paid to the same date, (ii)
a date, occurring at least thirty days after such written notice
is delivered and at least thirty days before the next Interest
Payment Date for such Book-Entry Notes, on which such Global
Securities shall be exchanged for a single replacement Global
Security and (iii) a new CUSIP number to be assigned to such
replacement Global Security. Upon receipt of such a notice, DTC
will send to its Participants (including the Trustee) a written
reorganization notice to the effect that such exchange will occur
on such date. Prior to the specified exchange date, the
Registrar will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and the new CUSIP number
and stating that, as of such exchange date, the CUSIP numbers of
the Global Securities to be exchanged will no longer be valid.
On the specified exchange date, the Registrar will exchange such
Global Securities for a single Global Security bearing the new
CUSIP number and a new Interest Accrual Date, and the CUSIP
numbers of the exchanged Global Securities will, in accordance
with CUSIP Service Bureau procedures, be cancelled and not
immediately reassigned. Notwithstanding the foregoing, if the
Global Securities to be exchanged exceed $150,000,000 in
aggregate principal amount, one Global Security will be
authenticated and issued to represent each $150,000,000,
principal amount of the exchanged Global Security and an
additional Global Security will be authenticated
<PAGE>
5
and issued to represent any remaining principal amount of such
Global Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date nine months or more
from date of issue.
Notice of The Company will give notice to Society and to the
Redemption and Trustee and Society as the Paying Agent will give
Repayment notice to DTC prior to each Redemption Date or
Dates: Repayment Date (as specified in the Note), if any, at the time
and in the manner set forth in the Letter of Representation.
Such notice shall be sent to DTC by a secure means (e.g., legible
----
telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's
possession no later than two business days before the Publication
Date. Society shall forward such notice either in a separate
secure transmission for each CUSIP number or in a secure
transmission for multiple CUSIP numbers (if applicable) which
includes a manifest or list of each CUSIP number submitted in
that transmission. Society shall verify the use of such means
and the timeliness of such notice. The Publication Date shall
not be less than 30 days nor more than 60 days prior to the
redemption date.
With respect to repayment of Notes at the option of the holder,
Society shall send notice to DTC and to the Trustee on the day
which is the earlier of 60 days prior to the purchase date or 5
days prior to the commencement of the tender exercise period, and
such notice shall specify the CUSIP number of such issue, the
start date and end date of the tender exercise period, the
repayment price, and the purchase date. Society shall send such
notice to DTC and to the Trustee with respect to an issue of
Notes with a "one time only" repayment option when such option
arises; in the case of an issue of Notes that are repayable on a
regular quarterly, semi-annual, annual, or less frequent cycle,
Society shall send such notice with respect to each repayment
option as it arises, or shall send such notice with respect to
all repayment options when the first such option arises; and, for
an issue of Notes that are repayable on a regular monthly cycle,
Society shall send such notice with respect to the first
repayment option and annually thereafter; provided, however,
Society shall in all cases promptly send notice of any change in
the issue's operational terms affecting the repayment options
(e.g., an upcoming mandatory tender), when known. Society
----
recognizes that DTC will use its Repayment Option Procedures, a
copy of which previously has been furnished to Society, to
process tenders of
<PAGE>
6
the Notes. It is understood that under the Repayment Option
Procedures DTC will receive daily instructions from its
Participants to tender Notes for purchase. On the purchase date,
after paying DTC for tendered Notes, Society shall cancel the
tendered Notes, notify DTC to reduce the principal amount of the
issue of the Notes by the aggregate principal amount of the
tendered Notes and shall reduce the principal amount of the
Global Security evidencing the tendered Notes accordingly.
Denominations: Book-Entry Notes will be issued in principal amounts of $100,000
or an integral multiple of $1,000 in excess thereof. Global
Securities will be denominated in principal amounts not in excess
of $150,000,000. If one or more Book-Entry Notes having an
aggregate principal amount in excess of $150,000,000 would, but
for the preceding sentence, be represented by a single Global
Security, then one Global Security will be issued to represent
each $150,000,000 principal amount of such Book-Entry Note or
Notes and an additional Global Security will be issued to
represent any remaining principal amount of such Book-Entry Note
or Notes. In such a case, each of the Global Securities
representing such Book-Entry Note or Notes shall be assigned the
same CUSIP number.
Interest: General. Interest on each Book-Entry Note will accrue from the
-------
Interest Accrual Date of the Global Security representing such
Note. Unless otherwise specified therein, each payment of
interest on a Book-Entry Note will include interest accrued to
but excluding the Interest Payment Date. Interest payable at the
maturity or upon redemption or repayment of a Book-Entry Note
will be payable to the person to whom the principal of such Note
is payable. Standard & Poor's Corporation will use the
information received in the pending deposit message described
under Settlement Procedure "C" below in order to include the
amount of any interest payable and certain other information
regarding the related Global Security in the appropriate weekly
bond report published by Standard & Poor's Corporation.
Record Dates. The Record Date with respect to any Interest
------------
Payment Date shall be the date fifteen calendar days immediately
preceding such Interest Payment Date.
Fixed Rate Book-Entry Notes. Unless otherwise specified pursuant
---------------------------
to Settlement Procedure "A" below, interest payments on Fixed
Rate Book-Entry Notes, other than Amortizing Notes, will be made
<PAGE>
7
semiannually on June 1 and December 1 of each year, and at
maturity or upon any earlier redemption or repayment and
principal and interest payments on Book-Entry Amortizing Notes
will be made semiannually on June 1 and December 1 of each year
or quarterly on March 1, June 1, September 1 and December 1 of
each year, and at maturity (or any redemption or repayment date);
provided, however, that in the case of a Fixed Rate Book-Entry
-------- -------
Note issued between a Record Date and an Interest Payment Date or
on an Interest Payment Date, the first interest payment will be
made on the Interest Payment Date following the next succeeding
Record Date. If any Interest Payment Date for a Fixed Rate Book-
Entry Note is not a Business Day, the payment due on such day
shall be made on the next succeeding Business Day and no interest
shall accrue on such payment for the period from and after such
Interest Payment Date.
Floating Rate Book-Entry Notes. Interest payments will be made
------------------------------
on Floating Rate Book-Entry Notes monthly, quarterly,
semiannually or annually. Unless otherwise specified pursuant to
Settlement Procedure "A" below, interest will be payable, in the
case of Floating Rate Book-Entry Notes with a daily, weekly or
monthly Interest Reset Date, on the third Wednesday of each month
or on the third Wednesday of March, June, September and December,
as specified pursuant to Settlement Procedure "A" below; in the
case of Floating Rate Book-Entry Notes with a quarterly Interest
Reset Date, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Book-Entry
Notes with a semiannual Interest Reset Date, on the third
Wednesday of the two months specified pursuant to Settlement
Procedure "A" below; and in the case of Floating Rate Book-Entry
Notes with an annual Interest Reset Date, on the third Wednesday
of the month specified pursuant to Settlement Procedure "A"
below; provided, however, that if an Interest Payment Date for
-------- -------
Floating Rate Book-Entry Notes would otherwise be a day that is
not a Business Day with respect to such Floating Rate Book-Entry
Notes, such Interest Payment Date will be the next succeeding
Business Day with respect to such Floating Rate Book-Entry Notes,
except in the case of a LIBOR Note if such Business Day is in the
next succeeding calendar month, such Interest Payment Date will
be the immediately preceding Business Day; and provided, further,
-------- -------
that in the case of a Floating Rate Book-Entry Note issued
between a Record Date and the related Interest Payment Date (a
"Book-Entry Gap Note"), the first interest payment will be made
on the Interest Payment Date following the next succeeding Record
Date.
<PAGE>
8
Notice of Interest Payment and Record Dates. On the first
------------------------------------- -----
Business Day of February, May, August and November of each year,
the Paying Agent will deliver to the Trustee and DTC a written
list of Record Dates and Interest Payment Dates that will occur
with respect to Book-Entry Notes during the six-month period
beginning on such first Business Day. Promptly after each date
upon which interest is determined for Floating Rate Notes issued
in book-entry form, the Calculation Agent, if other than the
Company, will notify the Company, the Trustee, Paying Agent and
Standard & Poor's Ratings Group of the interest rates determined
on such dates. Promptly after each Payment the Paying Agent will
notify the Trustee that funds were segregated and paid to the
Holders and the dates and the amounts thereof.
Calculation of Fixed Rate Book-Entry Notes. Interest on Fixed Rate Book-Entry
Interest: ---------------------------
Notes (including interest for partial periods) will be calculated
on the basis of a 360-day year of twelve thirty-day months.
Floating Rate Book-Entry Notes. Interest rates on Floating Rate
------------------------------
Book-Entry Notes will be determined as set forth in the form of
such Notes. Interest on Floating Rate Book-Entry Notes will be
calculated on the basis of actual days elapsed and a year of 360
days, except that, in the case of Treasury Rate Notes and CMT
Rate Notes, interest will be calculated on the basis of the
actual number of days in the year.
Payments of Payments of Interest Only. Promptly after each Record Date,
Principal and -------------------------
Interest: Society will deliver to the Company and DTC a written notice
specifying by CUSIP number the amount of interest to be paid on
each Global Security other than an Amortizing Note on the
following Interest Payment Date (other than an Interest Payment
Date coinciding with maturity or any earlier redemption or
repayment date) and the total of such amounts. DTC will confirm
the amount payable on each such Global Security on such Interest
Payment Date by reference to the daily bond reports published by
Standard & Poor's Ratings Group. In the case of Amortizing
Notes, the Paying Agent, if other than the Company, will provide
separate written notice to the Company, the Trustee and to DTC
prior to each Interest Payment Date at the time and in the manner
set forth in the Letter of Representation. If the Paying Agent
is the Company, then notice need only be given to the Trustee and
to DTC. The Company will pay to the Paying Agent, the total
amount of interest due on such Interest Payment Date (and, in the
case of an Amortizing Note, principal and interest) (other than
at maturity),
<PAGE>
9
and the Paying Agent will pay such amount to DTC at the times and
in the manner set forth below under "Manner of Payment."
Payments at Maturity or upon Redemption or Repayment. On or
------------------------------------------ ---------
about the first Business Day of each month, the Paying Agent will
deliver to the Company and DTC a written list of principal and
interest to be paid on each Global Security other than an
Amortizing Note maturing either at maturity or on a redemption or
repayment date in the following month. The Paying Agent and DTC
will confirm the amounts of such principal and interest payments
with respect to each such Global Security on or about the fifth
Business Day preceding the Maturity Date or redemption or
repayment date of such Global Security. In the case of
Amortizing Notes, the Paying Agent will provide separate written
notice to the Company (if required) and to DTC prior to the
Maturity Date and any redemption or repayment date, as the case
may be, at the times and in the manner set forth in the Letter of
Representation. The Company will pay to the Paying Agent the
principal amount of such Global Security, together with interest
due at such Maturity Date or redemption or repayment date. The
Paying Agent will pay such amounts to DTC at the times and in the
manner set forth below under "Manner of Payment." The Paying
Agent will notify the Trustee in writing that all funds were
segregated and paid to the Holders in the manner set forth in the
Indenture.
Payments Not on Business Days. If any Interest Payment Date or
-----------------------------
the Maturity Date or redemption or repayment date of a Global
Security representing Fixed Rate Book-Entry Notes is not a
Business Day, the payment due on such day shall be made on the
next succeeding Business Day and no interest shall accrue on such
payment for the period from and after such Interest Payment Date,
Maturity Date or redemption or repayment date, as the case may
be. If any Interest Payment Date or the Maturity Date or
redemption or repayment date of a Global Security representing a
Floating Rate Book-Entry Note would otherwise fall on a day that
is not a Business Day, the payment due on such day shall be made
on the next succeeding day that is a Business Day with respect to
such Notes with the same effect as if such Business Day were the
Interest Payment Date, Maturity Date or date of redemption or
repayment, as the case may be, except that, in the case of Book-
Entry LIBOR Notes, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date or redemption or
repayment date shall be the immediately preceding day that is a
Business Day with respect to such Book-Entry LIBOR Notes.
<PAGE>
10
Promptly after payment to DTC of the principal and interest due
on the Maturity Date or redemption or repayment date of such
Global Security, the Registrar will cancel such Global Security
in accordance with the terms of the Indenture and deliver it to
the Trustee with a certificate of cancellation. On the first
Business Day of each month, Society will deliver to the Company
and to the Trustee a written statement indicating the total
principal amount of outstanding Book-Entry Notes as of the
immediately preceding Business Day.
Manner of Payment. The total amount of any principal and
-----------------
interest due on Global Securities on any Interest Payment Date or
at maturity or upon redemption or repayment shall be paid by the
Company to the Paying Agent in funds available for immediate use
by the Paying Agent as of 9:30 a.m. (New York City time) on such
date. The Company will make such payment on such Global
Securities by wire transfer to the Paying Agent or by instructing
the Paying Agent to withdraw funds from an account maintained by
the Company at the Paying Agent solely for such purpose. The
Company will confirm such instructions in writing to the Trustee
and the Paying Agent. Prior to 10 a.m. (New York City time) on
each Maturity Date or redemption or repayment date or, if either
such date is not a Business Day, as soon as possible thereafter,
following receipt of such funds from the Company the Paying Agent
will pay by separate wire transfer (using Fedwire message entry
instructions in a form previously specified by DTC) to an account
at the Federal Reserve Bank of New York previously specified by
DTC, in funds available for immediate use by DTC, each payment of
principal (together with interest thereon) due on Global
Securities on any Maturity Date or redemption or repayment date.
On each Interest Payment Date or, if any such date is not a
Business Day, as soon as possible thereafter, interest payments
and, in the case of Amortizing Notes, interest and principal
payments shall be made to DTC in same day funds in accordance
with existing arrangements between Society and DTC. Thereafter on
each such date, DTC will pay, in accordance with its SDFS
operating procedures then in effect, such amounts in funds
available for immediate use to the respective Participants in
whose names the Book-Entry Notes represented by such Global
Securities are recorded in the book-entry system maintained by
DTC. Neither the Company, the Trustee, nor the Paying Agent shall
have any responsibility or liability for the payment by DTC to
such Participants of the principal of and interest on the Book-
Entry Notes.
<PAGE>
11
Withholding Taxes. The amount of any taxes required under
-----------------
applicable law to be withheld from any interest payment on a
Book-Entry Note will be determined and withheld by the
Participant, indirect participant in DTC or other person
responsible for forwarding payments directly to the beneficial
owner of such Note.
Preparation If any order to purchase a Book-Entry Note is accepted by or on
of Pricing behalf of the Company, the Company will prepare a pricing
Supplement: supplement (a "Pricing Supplement") reflecting the terms of such
Note and will arrange to file 10 copies of such Pricing
Supplement with the Commission in accordance with the applicable
paragraph of Rule 424(b) under the Securities Act and will
deliver the number of copies of such Pricing Supplement to the
relevant Agent as such Agent shall request by the close of
business on the following Business Day. The relevant Agent will
cause such Pricing Supplement to be delivered to the purchaser of
the Note.
Pricing Supplements shall be sent to the applicable Agent as
indicated below:
If to CS First Boston Corporation:
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10005
Attn: Joseph D. Fashano
Facsimile Number: (212) 318-0532
If to Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: Medium-Term Note Trading
Pat Parisi/Karen Robertson
Facsimile Number: (212) 902-0658
<PAGE>
12
If to Kidder, Peabody & Co. Incorporated:
Kidder, Peabody & Co. Incorporated
10 Hanover Square
New York, New York 10005
Attn: Daniel McNamara
Facsimile Number: (212) 797-8942
If to J.P. Morgan Securities Inc.:
J.P. Morgan Securities Inc.
60 Wall Street, 3rd Floor
New York, New York 10260
Attn: Medium-Term Note Desk
Facsimile Number: (212) 648-5909
If to Salomon Brothers Inc:
Salomon Brothers Inc
8800 Hidden River Parkway
Tampa, FL 33637
Attn: Enrique Castro
Facsimile Number: (813) 558-4123
In each instance that a Pricing Supplement is prepared, the Agent
receiving such Pricing Supplement will affix the Pricing
Supplement to Prospectuses prior to their use. Outdated Pricing
Supplements, and the Prospectuses to which they are attached
(other than those retained for files), will be destroyed.
Settlement: The receipt by the Company of immediately available funds in
payment for a Book-Entry Note and the authentication and issuance
of the Global Security representing such Note shall constitute
"settlement" with respect to such Note. All orders accepted by
the Company will be settled on the fifth Business Day following
such acceptance pursuant to the timetable for settlement set
forth below unless the Company and the purchaser agree to
settlement on another day, which shall be no earlier than the
next Business Day.
<PAGE>
13
Settlement Settlement Procedures with regard to each Book-Entry Note sold by
Procedures: the Company to or through an Agent shall be as follows (unless
otherwise specified pursuant to a Terms Agreement, as defined in
the Agreement):
A. The relevant Agent will advise the Company by telephone or
facsimile transmission or other acceptable means of the
following settlement information:
1. Title.
2. Specified Currency, if any.
3. Principal amount.
4. Original Issue Date.
5. Settlement Date, Time and Place.
6. Stated Maturity.
7. In the case of a Fixed Rate Book-Entry Note, the Interest
Rate, whether such Note will pay interest annually or
semi-annually and whether such Note is an Amortizing Note
and, if so, the Amortization Schedule, or, in the case of
a Floating Rate Book-Entry Note, the Initial Interest Rate
(if known at such time), Interest Payment Date(s),
Interest Accrual Date, Calculation Agent, Exchange Rate
Agent (if any), Base Rate, Index Maturity, Interest Reset
Period, Initial Interest Reset Date, Interest Reset Dates,
Spread or Spread Multiplier (if any), Minimum Interest
Rate (if any), Maximum Interest Rate (if any) and the
Interest Determination Date).
8. Redemption or repayment provisions, if any.
9. Extension Provisions, if any.
10. Amortization provisions, if any.
11. Purchase Price.
12. Price to Public.
<PAGE>
14
13. Agent's commission, if any, determined as provided in the
Agreement.
14. Net proceeds to the Company.
15. The Agent's Participant account number at DTC.
16. Any other applicable Terms.
B. The Company will advise the Registrar and the Trustee by
telephone facsimile transmission or other acceptable means of
the information set forth in Settlement Procedure "A" above
(which transmission shall constitute "Instructions" as such
term is defined in the Officer's Certificates relating to the
Notes pursuant to Section 301 of the Senior Indenture and the
Subordinated Indenture). The Company will then assign a CUSIP
number to the Global Security representing such Note and will
notify Society and the Agent of such CUSIP number by telephone
or electronic transmission (confirmed in writing) as soon as
practicable.
C. The Registrar will enter a pending deposit message through
DTC's Participant Terminal System, providing the following
settlement information to DTC, the relevant Agent and Standard
& Poor's Ratings Group:
1. The information set forth in Settlement Procedure "A".
2. The Initial Interest Payment Date for such Note, the
number of days by which such date succeeds the related DTC
Record Date (which in the case of Floating Rate Notes
which reset daily or weekly, shall be the date five
calendar days immediately preceding the applicable
Interest Payment Date and, in the case of all other Notes,
shall be the Record Date as defined in the Note) and, if
known, the amount of interest payable on such Initial
Interest Payment Date.
3. The CUSIP number of the Global Security representing such
Note.
4. Whether such Global Security will represent any other
Book-Entry Note (to the extent known at such time) and
whether such Note is an Amortizing Note (by an appropriate
notation
<PAGE>
15
in the comments field of DTC's Participant Terminal
System).
5. The DTC participant number of the institution through
which the Company will hold the Book-Entry Note.
D. The Registrar will complete and authenticate the Global
Security representing such Note in accordance with the terms
of the written order of the Company then in effect.
E. DTC will credit such Note to the Registrar's participant
account at DTC.
F. The Registrar will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC to (i) debit such
Note to the Registrar's participant account and credit such
Note to the relevant Agent's participant settlement account
and credit the Registrar's settlement account for an amount
equal to the price of such Note less such Agent's commission,
if any. The entry of such a deliver order shall constitute a
representation and warranty by the Registrar to DTC that (a)
the Global Security representing such Book-Entry Note has been
issued and authenticated and (b) the Registrar is holding such
Global Security pursuant to the Medium-Term Note Certificate
Agreement between the Registrar and DTC.
G. Unless the relevant Agent purchased such Note as principal,
such Agent will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC (i) to debit such
Note to such Agent's participant account and credit such Note
to the participant accounts of the Participants with respect
to such Note and (ii) to debit the settlement account of such
Participants and credit the settlement account of such Agent
for an amount equal to the price of such Note.
H. Transfers of funds in accordance with SDFS deliver orders
described in Settlement Procedures "F" and "G" will be settled
in accordance with SDFS operating procedures in effect on the
settlement date.
I. The Registrar, upon confirming receipt of such funds, will
credit to the account of the Company maintained at Society
National Bank, notified to the Registrar from time to time, in
funds available for
<PAGE>
16
immediate use in the amount transferred to the Registrar, in
accordance with Settlement Procedure "F".
J. Unless the relevant Agent purchased such Note as principal,
such Agent will confirm the purchase of such Note to the
purchaser either by transmitting to the Participants with
respect to such Note a confirmation order or orders through
DTC's institutional delivery system or by mailing a written
confirmation to such purchaser.
K. Monthly, the Registrar will send to the Trustee and the
Company a statement setting forth the principal amount of
Notes Outstanding as of that date under the Indenture and
setting forth a brief description of any sales of which the
Company has advised the Registrar but which have not yet been
settled.
Settlement For sales by the Company of Book-Entry Notes to or through an
Procedures Agent (unless otherwise specified pursuant to a Terms Agreement)
Timetable: for settlement on the first Business Day after the sale date,
Settlement Procedures "A" through "J" set forth above shall be
completed as soon as possible but not later than the respective
times (New York City time) set forth below:
Settlement
Procedure Time
--------- ----
A 11:00 a.m. on the sale date
B 12:00 noon on the sale date
C 2:00 p.m. on the sale date
D 9:00 a.m. on settlement date
E 10:00 a.m. on settlement date
F-G 2:00 p.m. on settlement date
H 4:45 p.m. on settlement date
I-J 5:00 p.m. on settlement date
If a sale is to be settled more than one Business Day after the
sale date, Settlement Procedures "A", "B" and "C" shall be
completed as soon as practicable but no later than 11:00 a.m., 12
noon and 2:00 p.m., respectively, on the first Business Day after
the sale date. If the Initial Interest Rate for a Floating Rate
Book-Entry Note has not been determined at the time that
Settlement Procedure "A" is completed, Settlement Procedures "B"
and "C" shall be completed as soon as such rate has been
determined but no later than 12 noon and 2:00 p.m.,
<PAGE>
17
respectively, on the second Business Day before the settlement
date. Settlement Procedure "H" is subject to extension in
accordance with any extension of Fedwire closing deadlines and in
the other events specified in the SDFS operating procedures in
effect on the settlement date.
If settlement of a Book-Entry Note is rescheduled or cancelled,
Society, after receiving notice from the Company or the Agent,
will deliver to DTC, through DTC's Participant Terminal System, a
cancellation message to such effect by no later than 2:00 p.m. on
the Business Day immediately preceding the scheduled settlement
date.
Failure to If the Registrar fails to enter an SDFS deliver order with
Settle: respect to a Book-Entry Note pursuant to Settlement Procedure
"F", the Registrar may deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable a withdrawal message
instructing DTC to debit such Note to the Registrar's participant
account, provided that the Registrar's participant account
contains a principal amount of the Global Security representing
such Note that is at least equal to the principal amount to be
debited. If a withdrawal message is processed with respect to
all the Book-Entry Notes represented by a Global Security, the
Registrar will mark such Global Security "cancelled", make
appropriate entries in the Registrar's records and send such
cancelled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be cancelled and not immediately
reassigned. If a withdrawal message is processed with respect to
one or more, but not all, of the Book-Entry Notes represented by
a Global Security, the Registrar will exchange such Global
Security for two Global Securities, one of which shall represent
such Book-Entry Note or Notes and shall be cancelled immediately
after issuance and the other of which shall represent the
remaining Book-Entry Notes previously represented by the
surrendered Global Security and actions described in the
preceding paragraph.
If the purchase price for any Book-Entry Note is not timely paid
to the Participants with respect to such Note by the beneficial
purchaser thereof (or a person, including an indirect participant
in DTC, acting on behalf of such purchaser), such Participants
and, in turn, the Agent may enter a deliver order through DTC's
Participant Terminal System debiting such Note to such Agent's
participant account and crediting such Note to the participant
account of Society and shall notify the
<PAGE>
18
Trustee, Society and the Company thereof. Thereafter, Society,
(i) will immediately notify the Company, once Society has
confirmed that such Note has been credited to its participant
account, and the Company shall immediately transfer by Fedwire
(in immediately available funds) to the Agent an amount equal to
the price of such Note which was previously sent by wire transfer
to the account of the Company maintained at Society National Bank
and (ii) Society will deliver the withdrawal message and take the
related actions described in the preceding paragraph. Such
debits and credits will be made on the settlement date, if
possible, and in any event not later than 5:00 p.m. on the
following Business Day. If the fail shall have occurred for any
reason other than failure of such Agent to provide the settlement
information to the Company or to provide a confirmation to the
purchaser, the Company will reimburse the Agent on an equitable
basis for its loss of the use of funds during the period when the
funds were credited to the account of the Company.
Notwithstanding the foregoing, upon any failure to settle with
respect to a Book-Entry Note, DTC may take any action in
accordance with its SDFS operating procedures then in effect.
In the event of a failure to settle with respect to one or more,
but not all, of the Book-Entry Notes to have been represented by
a Global Security, Society will provide, in accordance with
Settlement Procedures "D" and "F", for the authentication and
issuance of a Global Security representing the Book-Entry Notes
to be represented by such Global Security and will make
appropriate entries in its records.
Posting Rates The Company and the Agents will discuss from time to time the
by Company: rates of interest per annum to be borne by and the maturity of
Securities that may be sold as a result of the solicitation of
offers by an Agent. The Company may establish a fixed set of
interest rates and maturities for an offering period ("posting").
If the Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of offers
until the new posted rates have been established with the Agent.
Society Not To Nothing herein shall be deemed to require Society or the Trustee
to Risk Funds: risk or expend its own funds in connection with any payments to
the Company, the Agents, DTC or any holders of Notes, it being
understood by all parties that payments made by Society to the
<PAGE>
19
Company, the Agents, DTC or any holders of Notes shall be made
only to the extent that funds are provided to Society for such
purpose.
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
Society will serve as registrar in connection with the
Certificated Notes.
Issuance: Each Certificated Note will be dated and issued as of the date of
its authentication by Society. Each Certificated Note will bear
an Original Issue Date, which will be (i) with respect to an
original Certificated Note (or any portion thereof), its original
issuance date (which will be the settlement date) and (ii) with
respect to any Certificated Note (or any portion thereof) issued
subsequently upon exchange of a Certificated Note, or in lieu of
a destroyed, lost or stolen Certificated Note, the original
issuance date of the predecessor Certificated Note, regardless of
the date of authentication of such subsequently issued
Certificated Note.
Registration: Certificated Notes will be issued only in fully registered form
without coupons.
Transfers and A Certificated Note may be presented for transfer or exchange at
Exchanges: the principal corporate trust office of the Registrar.
Certificated Notes will be exchangeable for other Certificated
Notes having identical terms but different authorized
denominations without service charge. Certificated Notes will not
be exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date nine months or more
from date of issue.
Currency: The currency denomination with respect to any Certificated Note
and the currency of payment of interest and principal with
respect to any such Certificated Note shall be as set forth
therein and in the applicable pricing supplement.
Denominations: Unless otherwise provided in a Prospectus Supplement, the
denomination of any Certificated Note will be a minimum of
$100,000 or any amount in excess thereof that is an integral
multiple of $1,000 (or in the case of Notes not denominated in
U.S. dollars as specified in the applicable Pricing Supplement).
<PAGE>
20
Interest: General. Interest on each Certificated Note will accrue from the
-------
Original Issue Date of such Note for the first interest period
and from the most recent date to which interest has been paid for
all subsequent interest periods. Unless otherwise specified
therein, each payment of interest on a Certificated Note will
include interest accrued to but excluding the Interest Payment
Date; provided that in the case of Floating Rate Notes with
respect to which the Interest Reset Period is daily or weekly,
interest payable on any Interest Payment Date (other than
interest payable on any date on which principal thereof is
payable, and, if the Note is a Certificated Gap Note (as defined
below), other than interest payable on the first Interest Payment
Date after the Original Issue Date thereof) will include interest
accrued through and including the Record Date immediately
preceding the Interest Payment Date, except that at maturity or
earlier redemption or repayment, the interest payable will
include interest accrued to, but excluding, the Maturity Date or
the date of redemption or repayment, as the case may be.
Record Dates. The Record Date with respect to any Interest
------------
Payment Date in respect of a Certificated Note shall be the date
fifteen calendar days immediately preceding such Interest Payment
Date.
Fixed Rate Certificated Notes. Unless otherwise specified
-----------------------------
pursuant to Settlement Procedure "A" below, interest payments on
Fixed Rate Certificated Notes, other than Amortizing Notes, will
be made semiannually on June 1 and December 1 of each year, and
at maturity or upon any earlier redemption or repayment and
principal and interest payments on Certificated Amortizing Notes
will be made semiannually on June 1 and December 1 of each year
or quarterly on March 1, June 1, September 1 and December 1 of
each year, and at maturity (or any redemption or repayment date);
provided, however, that in the case of a Fixed Rate Certificated
-------- -------
Note issued between a Record Date and an Interest Payment Date or
on an Interest Payment Date, the first interest Payment will be
made on the Interest Payment Date following the next succeeding
Record Date.
Floating Rate Certificated Notes. Interest payments will be made
--------------------------------
on Floating Rate Certificated Notes monthly, quarterly,
semiannually or annually. Unless otherwise specified pursuant to
Settlement Procedure "A" below, interest will be payable, in the
case of Floating Rate Certificated Notes with a daily, weekly or
monthly Interest Reset Date, on the third Wednesday of each month
or on the third Wednesday of
<PAGE>
21
March, June, September and December, as specified pursuant to
Settlement Procedure "A" below; in the case of Floating Rate
Certificated Notes with a quarterly Interest Reset Date, on the
third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Certificated Notes with a
semiannual Interest Reset Date, on the third Wednesday of the two
months specified pursuant to Settlement Procedure "A" below; and
in the case of Floating Rate Certificated Notes with an annual
Interest Reset Date, on the third Wednesday of the month
specified pursuant to Settlement Procedure "A" below; provided,
--------
however, that if an Interest Payment Date for Floating Rate
-------
Certificated Notes would otherwise be a day that is not a
Business Day with respect to such Floating Rate Certificated
Notes, such Interest Payment Date will be the next succeeding
Business Day with respect to such Floating Rate Certificated
Notes, except in the case of a LIBOR Note if such Business Day is
in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding Business Day; and provided,
--------
further, that in the case of a Floating Rate Certificated Note
-------
issued between a Record Date and the related Interest Payment
Date (a "Certificated Gap Note"), the first interest payment will
be made on the Interest Payment Date following the next
succeeding Record Date, and in such case, notwithstanding the
fact that an Interest Reset Date may occur prior to such Interest
Payment Date, the Initial Interest Rate shall remain in effect
until the first Interest Reset Date occurring on or subsequent to
such Interest Payment Date.
Notice of Interest Payment and Record Dates. On the first
------------------------------------- -----
Business Day of February, May, August and November of each year,
the Paying Agent will deliver to the Company and to the Trustee a
written list of Record Dates and Interest Payment Dates that will
occur with respect to Certificated Notes during the six-month
period beginning on such first Business Day. Promptly after each
date upon which interest is determined for Floating Rate Notes
issued in certificated form, the Calculation Agent will notify
the Company, the Paying Agent and the Trustee of the interest
rates determined on such dates.
Calculation of Fixed Rate Certificated Notes. Interest on Fixed Rate
Interest: -----------------------------
Certificated Notes (including interest for partial periods) will
be calculated on the basis of a year of twelve thirty-day months.
Floating Rate Certificated Notes. Interest rates on Floating
--------------------------------
Rate Certificated Notes will be determined as set forth in the
form of such
<PAGE>
22
Notes. Interest on Floating Rate Certificated Notes will be
calculated on the basis of actual days elapsed and a year of 360
days, except that, in the case of Treasury Rate Notes, interest
will be calculated on the basis of the actual number of days in
the year.
Payments of The Company will pay to the Paying Agent, the principal
Principal and amount of each Certificated Note (other than an Amortizing Note),
Interest: together with interest due thereon, at its Maturity Date or upon
redemption or repayment of such Note in funds available for
immediate use by the Paying Agent. In the case of an Amortizing
Note, the Company will pay to the Paying Agent the principal
amount due on such Note on such date, together with interest due
thereon, at its Maturity Date or upon redemption or repayment of
such Note in funds available for immediate use by the Paying
Agent. The Paying Agent will pay such amount to the holder of
such Note at its Maturity Date or upon redemption or repayment of
such Note upon presentation and surrender of such Note to the
Paying Agent. Such payment, together with payment of interest
due at maturity or upon redemption or repayment, will be made in
funds available for immediate use by the holder of such Note.
Promptly after such presentation and surrender, the Registrar
will cancel such Certificated Note in accordance with the terms
of the Indenture and deliver it to the Company with a certificate
of cancellation. Unless otherwise specified in the applicable
Pricing Supplement, all interest payments on a Certificated Note
or, in the case of a Certificated Amortizing Note, payments of
principal and interest (other than interest (or interest and
principal) due at maturity or upon redemption or repayment) will
be made by check drawn on the Paying Agent and mailed by the
Paying Agent to the person entitled thereto as provided in such
Note and the Indenture; provided, however, that (i) the holder of
-------- -------
$10,000,000 or more of Notes having the same Interest Payment
Date will be entitled to receive payment by wire transfer of
immediately available funds and (ii) unless otherwise specified
in the applicable Pricing Supplement or unless alternative
arrangements are made, payments on Notes in a currency other than
U.S. dollars will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank
located outside the United States and, with respect to clauses
(i) and (ii) above, the holder of such Notes will provide the
Paying Agent with appropriate and timely wire transfer
instructions.
Promptly after each Record Date, the Paying Agent will deliver to
the Company a written notice specifying the amount of interest to
be paid
<PAGE>
23
on each Certificated Note other than an Amortizing Note on the
following Interest Payment Date (other than an Interest Payment
Date coinciding with maturity or any earlier redemption or
repayment date) and the total of such amounts. In the case of
Amortizing Notes, the Paying Agent will provide separate written
notice to the Company specifying the amount of interest and
principal to be paid on each Amortizing Note on the following
Interest Payment Date (other than an Interest Payment Date
coinciding with maturity or any earlier redemption or repayment
date) and the total of such amounts. Interest at maturity or
upon redemption or repayment will be payable to the person to
whom the payment of principal is payable. On or about the first
Business Day of each month, the Paying Agent will deliver to the
Company and the Trustee a written list of principal and interest,
to the extent ascertainable, to be paid on each Certificated Note
including Amortizing Notes maturing or to be redeemed or repaid
in the following month. The Paying Agent will be responsible for
withholding taxes on interest paid on Certificated Notes as
required by applicable law.
If any Interest Payment Date or the Maturity Date or redemption
or repayment date of a Fixed Rate Certificated Note is not a
Business Day, the payment due on such day shall be made on the
next succeeding Business Day and no interest shall accrue on such
payment for the period from and after such Interest Payment Date,
Maturity Date or redemption or repayment date, as the case may
be. If any Interest Payment Date or the Maturity Date or
redemption or repayment date of a Floating Rate Certificated Note
would otherwise fall on a day that is not a Business Day with
respect to such Note, the payment due on such day shall be made
on the next succeeding day that is a Business Day with respect to
such Note with the same effect as if such Business Day were the
stated Interest Payment Date, Maturity Date or date of redemption
or repayment, as the case may be, except that, in the case of
Certificated LIBOR Notes, if such Business Day is in the next
succeeding calendar month, such Interest Payment Date, Maturity
Date or redemption or repayment date shall be the immediately
preceding day that is a Business Day with respect to such
Certificated LIBOR Notes.
Preparation of If any order to purchase a Certificated Note is accepted by or on
Pricing behalf of the Company, the Company will prepare a Pricing
Supplement: Supplement reflecting the terms of such Note and will arrange to
file 10 copies of such Pricing Supplement with the Commission in
accordance with the
<PAGE>
24
applicable paragraph of Rule 424(b) under the Act and will
deliver the number of copies of such Pricing Supplement to the
relevant Agent as such Agent shall request by the close of
business on the following Business Day. The relevant Agent will
cause such Pricing Supplement to be delivered to the purchaser of
the Note.
Pricing Supplements shall be sent to the applicable Agent as
indicated below:
If to CS First Boston Corporation:
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10005
Attn: Joseph D. Fashano
Facsimile Number: (212) 318-0532
If to Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: Medium-Term Note Trading
Pat Parisi/Karen Robertson
Facsimile Number: (212) 902-0658
If to Kidder, Peabody & Co. Incorporated:
Kidder, Peabody & Co. Incorporated
10 Hanover Square
New York, New York 10005
Attn: Daniel McNamara
Facsimile Number: (212) 797-8942
If to J.P. Morgan Securities Inc.:
J.P. Morgan Securities Inc.
60 Wall Street, 3rd Floor
New York, New York 10260
Attn: Medium-Term Note Desk
Facsimile Number: (212) 648-5909
<PAGE>
25
If to Salomon Brothers Inc:
Salomon Brothers Inc
8800 Hidden River Parkway
Tampa, FL 33637
Attn: Enrique Castro
Facsimile Number: (813) 558-4123
In each instance that a Pricing Supplement is prepared, the Agent
receiving such Pricing Supplement will affix the Pricing
Supplement to Prospectuses prior to their use. Outdated Pricing
Supplements, and the Prospectuses to which they are attached
(other than those retained for files), will be destroyed.
Settlement: The receipt by the Company of immediately available funds in
payment for an authenticated Certificated Note delivered to the
relevant Agent and such Agent's delivery of such Note against
receipt of immediately available funds shall constitute
"settlement" with respect to such Note. All orders accepted by
the Company will be settled on the fifth Business Day following
such acceptance pursuant to the timetable for settlement set
forth below unless the Company and the purchaser agree to
settlement on another day, which shall be no earlier than the
next Business Day.
Settlement Settlement Procedures with regard to each Certificated Note sold
by the
Procedures: Company to or through an Agent shall be as follows (unless
otherwise specified pursuant to a Terms Agreement):
A. The relevant Agent will advise the Company by facsimile
transmission or other acceptable means that such Note is a
Certificated Note and of the following settlement information:
1. Name in which such Note is to be registered ("Registered
Owner").
2. Address of the Registered Owner and address for payment of
principal and interest.
3. Taxpayer identification number of the Registered Owner (if
available).
4. Title.
<PAGE>
26
5. Specified Currency.
6. Principal Amount.
7. Original Issue Date.
8. Settlement Date, Time and Place.
9. Stated Maturity.
10. In the case of a Fixed Rate Certificated Note, the
Interest Rate, whether such Note will pay interest
annually or semi-annually and whether such Note is an
Amortizing Note and, if so, the Amortization Schedule, or,
in the case of a Floating Rate Certificated Note, the
Initial Interest Rate (if known at such time), Interest
Payment Date(s), Interest Accrual Date, Calculation Agent,
Exchange Rate Agent (if any), Base Rate, Index Maturity,
Interest Reset Period, Initial Interest Reset Date,
Interest Reset Dates, Spread or Spread Multiplier (if
any), Minimum Interest Rate (if any), Maximum Interest
Rate (if any) and the Interest Determination Date.
11. Redemption or repayment provisions, if any.
12. Extension Provisions, if any.
13. Amortization Provisions, if any.
14. Purchase Price.
15. Price to Public.
16. Agent's commission, if any, determined as provided in the
Agreement.
17. Denominations.
18. Net proceeds to the Company.
19. Any other applicable Terms.
<PAGE>
27
B. The Company will advise the Registrar and the Trustee by
telephone, facsimile transmission or other acceptable means of
the information set forth in Settlement Procedure "A" above
(which transmission shall constitute "Instructions" as such
term is defined in the Officer's Certificates relating to the
Notes pursuant to Section 301 of the Senior Indenture and the
Subordinated Indenture).
C. The Company will have delivered to the Registrar a pre-printed
four-ply packet for such Note, which packet will contain the
following documents in forms that have been approved by the
Company, the relevant Agent and the Paying Agent:
1. Note with customer confirmation.
2. Stub One - For the Paying Agent.
3. Stub Two - For the relevant Agent.
4. Stub Three - For the Company.
D. The Registrar will complete such Note and authenticate such
Note and deliver it (with the confirmation) and Stubs One and
Two to the relevant Agent, and such Agent will acknowledge
receipt of the Note by stamping or otherwise marking Stub One
and returning it to the Registrar. Such delivery will be made
only against such acknowledgement of receipt and evidence that
instructions have been given by such Agent for payment to the
account of the Company maintained at Society National Bank
(or, with respect to Notes payable in a Specified Currency
other than U.S. dollars, to an account maintained at a bank
selected by the Company notified to the relevant Agent from
time to time in writing) in funds available for immediate use,
of an amount equal to the price of such Note less such Agent's
commission, if any. In the event that the instructions given
by such Agent for payment to the account of the Company are
revoked, the Company will as promptly as possible wire
transfer to the account of such Agent an amount of immediately
available funds equal to the amount of such payment made.
E. Unless the relevant Agent purchased such Note as principal,
such Agent will deliver such Note (with confirmation) to the
customer
<PAGE>
28
against payment in immediately available funds. Such Agent
will obtain the acknowledgment of receipt of such Note by
retaining Stub Two.
F. The Registrar will send Stub Three to the Company by first-
class mail. Periodically, the Registrar will also send to the
Company and to the Trustee a statement setting forth the
principal amount of the Notes outstanding as of that date
under the Indenture and setting forth a brief description of
any sales of which the Company has advised the Registrar but
which have not yet been settled.
Settlement For sales by the Company of Certificated Notes to or through an
Procedures Agent (unless otherwise specified pursuant to a Terms Agreement),
Timetables: Settlement Procedures "A" through "F" set forth above shall be
completed on or before the respective times (New York City time)
set forth below:
Settlement
Procedure Time
--------- ----
A 2:00 p.m. on day before settlement date
B 3:00 p.m. on day before settlement date
C-D 2:15 p.m. on settlement date
E 3:00 p.m. on settlement date
F 5:00 p.m. on settlement date
Failure to Settle: If a purchaser fails to accept delivery of and make payment
for any Certificated Note, the relevant Agent will notify the
Company and the Registrar by telephone and return such Note to
the Registrar. Upon receipt of such notice, the Company will
immediately wire transfer to the account of such Agent an amount
equal to the amount previously credited thereto in respect of
such Note. Such wire transfer will be made on the settlement
date, if possible, and in any event not later than the Business
Day following the settlement date. If the failure shall have
occurred for any reason other than a default by such Agent in the
performance of its obligations hereunder and under the Agreement,
then the Company will reimburse such Agent or the Registrar, as
appropriate, on an equitable basis for its loss of the use of the
funds during the period when they were credited to the account of
the Company (such reimbursement for loss of the use of such funds
to be based on the federal funds effective rate then in effect).
Immediately upon receipt of the Certificated Note in respect of
which such failure
<PAGE>
29
occurred, the Registrar will mark such Note "cancelled", make
appropriate entries in the Registrar's records and send such Note
to the Company.
Posting Rates The Company and the Agents will discuss from time to time the
rates
by Company: of interest per annum to be borne by and the maturity of Notes
that may be sold as a result of the solicitation of offers by an
Agent. The Company may establish a fixed set of interest rates
and maturities for an offering period ("posting"). If the
Company decides to change already posted rates, it will promptly
advise the Agents to suspend solicitation of offers until the new
posted rates have been established with the Agent.
Society Not to Nothing herein shall be deemed to require Society to risk or
Risk Funds: expend its own funds in connection with any payments to the
Company, the Agents or any holders of Notes, it being under stood
by all parties that payments made by Society to the Company, the
Agents or any holders of Notes shall be made only to the extent
that funds are provided to Society for such purpose.
<PAGE>
ANNEX I
Pursuant to Section 6(d) of the Distribution Agreement, the independent
auditors shall furnish letters to the Agents to the effect that:
(1) They are independent public accountants with respect to the
Company and its subsidiaries within the meaning of the Securities Act and the
applicable published Securities Act Regulations.
(2) In their opinion, the consolidated financial statements and any
supplemental financial information or schedules audited by them and included or
incorporated by reference in the Registration Statement or Prospectus comply as
to form in all material respects with the applicable accounting requirements of
the Securities Act or the Exchange Act, as applicable, and the published rules
and regulations thereunder.
(3) On the basis of procedures referred to in such letter, including
a reading of the minute books of the Company since the end of the most recent
fiscal year with respect to which an audit report has been issued, performing
the procedures specified by the American Institute of Certified Public
Accountants for a review of interim financial information as described in SAS
No. 71, Interim Financial Information, on the unaudited consolidated interim
financial statements of the Company included or incorporated by reference in the
Registration Statement and Prospectus and reading the internal unaudited
consolidated interim financial data, if any, for the period from the date of the
latest balance sheet included or incorporated by reference in the Registration
Statement and Prospectus to the date of the latest available internal interim
financial data (which internal unaudited interim financial data, if any, will be
attached to each such letter to the Underwriters); and making inquiries of
officials of the Company responsible for financial and accounting matters
(including inquiries with respect to whether the unaudited consolidated
financial statements comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and inquiries of certain
officials of the Company who have responsibility for financial and accounting
matters whether the internal unaudited consolidated interim financial statements
are stated on a basis substantially consistent with that of the audited
consolidated financial statements incorporated by reference in the Registration
Statement), nothing caused them to believe that:
(A) (i) any material modifications should be made to the unaudited
consolidated financial statements included in any Quarterly Reports on Form
10-Q which are incorporated by reference in the Registration Statement or
Prospectus (the "10-Q Financials") for them to be in conformity with
generally accepted accounting principles applicable to such financial
statements and (ii) the 10-Q Financials do not comply as to form in all
material respects with the applicable requirements of the Exchange Act as it
applies to Form 10-Q and the related published rules and regulations; or
(B) the internal unaudited consolidated interim financial statements of
the Company are not in conformity with generally accepted accounting
principles applied on
<PAGE>
a basis substantially consistent with that of the audited consolidated
financial statements incorporated by reference in the Registration Statement;
or
(C) at the date of the latest available internal unaudited consolidated
interim financial statements of the Company, there was any decrease in
consolidated shareholders' equity as compared with amounts shown in the
latest balance sheet included or incorporated by reference in the Prospectus
except in all instances for decreases that the Prospectus discloses have
occurred or may occur or as may be set forth in such letter; or
(D) for the period from the date of the latest balance sheet included or
incorporated by reference in the Prospectus to the date of the latest
available internal financial statements of the Company, there was any
decrease, as compared with the corresponding period of the previous year, in
consolidated net interest income, consolidated net interest income after
provision for possible loan losses, consolidated income before taxes or in
the total or per common share amounts of consolidated net income, except in
all cases for changes or decreases that the Prospectus discloses have
occurred or may occur or as may be set forth in such letter;
(E) as of a specified date not more than five days prior to the date of
delivery of such letter to the Agent(s), there was any decrease in
consolidated shareholders' equity as compared with the [amount shown in the
latest balance sheet included or incorporated by reference in the
Prospectus/amount shown in the latest internal unaudited consolidated interim
financial statements], except for any decrease that the Registration
Statement discloses has occurred or may occur.
(4) In addition to their examination referred to in their reports
incorporated by reference in the Registration Statement and Prospectus and the
procedures referred to in (3) above, (a) they have carried out certain other
procedures, not constituting an audit, with respect to certain of the dollar
amounts, percentages and other financial information (in each case to the extent
that such dollar amounts, percentages and other financial information, either
directly or by analysis or computation, are derived from the general accounting
records of the Company and its subsidiaries) which are included or incorporated
by reference in the Prospectus (other than those appearing in the audited
financial statements included therein and other than the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 and Current Report on
Form 8-K filed on March 16, 1994) and appear in the Prospectus or incorporated
documents, as agreed to by officers of the Company and the Representative(s),
and have found such dollar amounts, percentages and financial information to be
in agreement with the general accounting records of the Company and its
subsidiaries and (b) if any pro forma financial information is included or
incorporated by reference in the Registration Statement and Prospectus, they
have carried out other procedures, not constituting an audit, with respect to
such pro forma financial information and indicated the results thereof, if
requested by the Agent(s) and agreed to by officers of the Company.
<PAGE>
EXHIBIT 4(a)
THIS SECURITY IS AN OBLIGATION OF THE COMPANY AND IS NOT AND WILL NOT BE A
SAVINGS ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY
OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
KEYCORP
MEDIUM-TERM NOTE, SERIES B
(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 (55 WATER STREET, NEW YORK, NEW YORK) 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.
---
<PAGE>
2
<TABLE>
<S> <C>
ISSUE PRICE: ANNUAL REDEMPTION PERCENTAGE REDUCTION:
ORIGINAL ISSUE DATE: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
STATED MATURITY: REPAYMENT DATE[S]:
MINIMUM DENOMINATIONS: REPAYMENT PRICE:
[ ] $1,000
[ ] Other:
ADDITIONAL AMOUNTS:
SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO DEFEASANCE: [ ] YES [ ] NO
Foreign Currency:
COVENANT DEFEASANCE: [ ] YES [ ] NO
EXCHANGE RATE AGENT:
OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
PAYING AGENT:
OPTIONAL INTEREST RATE RESET DATES:
PLACE OF PAYMENT:
OPTIONAL EXTENSION OF MATURITY:
OPTION TO RECEIVE PAYMENTS IN [ ] YES [ ] NO
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO
LENGTH OF EXTENSION PERIOD:
INTEREST RATE:
NUMBER OF EXTENSION PERIODS:
COMPUTATION PERIOD:
TOTAL AMOUNT OF OID:
INTEREST PAYMENT DATES IF OTHER THAN
JUNE 1 AND DECEMBER 1: ORIGINAL YIELD TO MATURITY:
REGULAR RECORD DATES IF OTHER INITIAL ACCRUAL PERIOD OID:
THAN MAY 16 AND NOVEMBER 16:
SINKING FUND:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
OTHER/DIFFERENT PROVISIONS:
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
INITIAL REDEMPTION PERCENTAGE:
</TABLE>
<PAGE>
3
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
___________________________________, or registered assigns, the
principal sum of __________________________ 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 1 and December 1 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 that is not a Saturday or Sunday and that is not a
- -------------
legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in The City of New York and (i) with
respect to Securities denominated or payable in a Specified Currency other than
ECUs in the financial center of the country issuing the Specified Currency and
(ii) with respect to Notes denominated or payable in ECUs, in the financial
center of each country that issues a component currency of the ECU, and that is
not a non-ECU settlement day.
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 fifteenth day (whether
or not a
<PAGE>
4
Business Day) next preceding such Interest Payment Date (each, 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 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 ten 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.
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 The City of New
York, on or prior to the applicable Regular Record Date or at least fifteen 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 fifteen 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.
<PAGE>
5
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.
Until the Securities are paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of Cleveland (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
----------------
initially appointed Society National Bank at its corporate trust office in The
City of Cleveland as paying agent.
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 or
Paying Agent 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 or Paying Agent, 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.
<PAGE>
6
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.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent on behalf of 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.
<PAGE>
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
KEYCORP
By:
------------------------------------------
Attest:
-------------------------------------
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
BANKERS TRUST COMPANY,
as Trustee
By: SOCIETY NATIONAL BANK
as Authenticating Agent
By:__________________________________________
Authorized Officer
<PAGE>
[REVERSE OF NOTE]
KEYCORP
MEDIUM-TERM NOTE, SERIES B
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 Bankers Trust Company, 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. 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 The City of New York 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 none of such bid quotations are 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 The City of New York for cable transfers
of such Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such Specified
--------------------
Currency on
<PAGE>
2
the date of such payment or, if the Market Exchange Rate is then not available,
on the basis of the most recently available Market Exchange Rate. 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.
If payment on this Security is required to be made in ECUs and ECUs are
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or are no longer used in the European
Monetary System, all payments due on that due date with respect to this Security
shall be made in U.S. dollars. The amount so payable on any date in ECU shall
be converted into U.S. dollars, at a rate determined by the Exchange Rate Agent
as of the second Business Day prior to the date on which such payment is due on
the following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were Components of the ECU as
----------
of the last date on which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate for such Components.
If the official unit of any Component of the ECU is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated Components expressed in such single
currency. If any Component is divided into two or more currencies, the amount
of that currency as a Component shall be replaced by amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component currency.
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
<PAGE>
3
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 cancelled 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 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
<PAGE>
4
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. Modification 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; Obligation 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.
<PAGE>
5
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 $100,000 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 a 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.
<PAGE>
6
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. 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 14. Governing Law. This Security shall be governed by and
-------------
construed in accordance with the law of the State of New York.
<PAGE>
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 Paying
- -----------------------------------------------------------------------------
Agent at 127 Public Square, Cleveland, Ohio 44114.
- -------------------------------------------------
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.
<PAGE>
--------------------------
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.
--------------------------
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 ___________________________________________
SIGNATURE GUARANTEED: _____________________________________________
___________________________
___________________________________________
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.
<PAGE>
EXHIBIT 4(b)
THIS SECURITY IS AN OBLIGATION OF THE COMPANY AND IS NOT AND WILL NOT BE A
SAVINGS ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY
OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FL -
KEYCORP
MEDIUM-TERM NOTE, SERIES B
(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 is a Global Security and the following two legends apply:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) 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.
---
<PAGE>
2
<TABLE>
<S> <C>
ISSUE PRICE: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
ORIGINAL ISSUE DATE: REPAYMENT DATE[S]:
STATED MATURITY: REPAYMENT PRICE:
BASE RATE: OPTIONAL REDEMPTION: [ ] YES [ ] NO
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other: INITIAL REDEMPTION DATE:
INITIAL INTEREST RATE: ADDITIONAL REDEMPTION DATES:
INDEX MATURITY: INITIAL REDEMPTION PERCENTAGE:
SPREAD (PLUS OR MINUS): ANNUAL REDEMPTION PERCENTAGE REDUCTION:
SPREAD MULTIPLIER: MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:
CALCULATION AGENT: SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO
CALCULATION DATE: Foreign Currency:
SINKING FUND: OPTION TO RECEIVE PAYMENTS
IN SPECIFIED CURRENCY
OTHER THAN U.S. DOLLARS:
MAXIMUM INTEREST RATE: [ ] YES [ ] NO
EXCHANGE RATE AGENT:
MINIMUM INTEREST RATE: ADDITIONAL AMOUNTS:
CMT TELERATE PAGE: DEFEASANCE: [ ] YES [ ] NO
INTEREST DETERMINATION DATE: COVENANT DEFEASANCE: [ ] YES [ ] NO
INTEREST RESET PERIOD: OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD: OPTIONAL INTEREST RATE RESET DATES:
INTEREST PAYMENT DATES: TOTAL AMOUNT OF OID:
PAYING AGENT: INITIAL ACCRUAL PERIOD
OID:
PLACE OF PAYMENT: ORIGINAL YIELD TO MATURITY:
OTHER/DIFFERENT PROVISIONS:
</TABLE>
<PAGE>
3
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
___________________________________, 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 ten days immediately prior to the Maturity Date (as
defined below) of this Security will be that in effect on the tenth 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, and such day falls in the next succeeding calendar month, such payment
will be made on the next preceding Business Day) as described on the reverse
hereof. For purposes of this Security, unless otherwise specified on the face
hereof, "Business Day" means any day that is not a Saturday or Sunday and that
------------
is not a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in The City of New York and
(i) in respect of LIBOR (as defined below), in the city of London, (ii) with
respect to Securities denominated or payable in a Specified Currency other than
ECUs in the financial center of the country issuing the Specified Currency,
(iii) with respect to Notes denominated or payable in ECUs, in the financial
center of each country that issues a component currency of the ECU, and that is
not a non-ECU settlement day. "London Banking Day" means any day on which
------------------
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
<PAGE>
4
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 fifteenth 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 ten 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.
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 The City of New
York, on or prior to the applicable Regular Record Date or at least fifteen 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 fifteen 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
<PAGE>
5
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.
Until the Securities are paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of Cleveland (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
----------------
initially appointed Society National Bank at its corporate trust office in The
City of Cleveland as paying agent.
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 or
Paying Agent 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 or Paying Agent, 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.
<PAGE>
6
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.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent on behalf of 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.
<PAGE>
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
KEYCORP
By:__________________________________________
Attest:______________________________________
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
BANKERS TRUST COMPANY,
as Trustee
By: SOCIETY NATIONAL BANK
as Authenticating Agent
By:__________________________________________
Authorized Officer
<PAGE>
8
[REVERSE OF NOTE]
KEYCORP
MEDIUM-TERM NOTE, SERIES B
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 Bankers Trust Company, 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. 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 The City of New York 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 none of such bid quotations are 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 The City of New York for cable transfers
of such Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such Specified
--------------------
Currency on the date of such payment or, if the Market Exchange Rate is then not
available, on the basis of the most recently available Market Exchange Rate.
Any payment made under such
<PAGE>
2
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.
If payment on this Security is required to be made in ECUs and ECUs are
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or are no longer used in the European
Monetary System, all payments due on that due date with respect to this Security
shall be made in U.S. dollars. The amount so payable on any date in ECU shall
be converted into U.S. dollars, at a rate determined by the Exchange Rate Agent
as of the second Business Day prior to the date on which such payment is due on
the following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were Components of the ECU as
----------
of the last date on which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate for such Components.
If the official unit of any Component of the ECU is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated Components expressed in such single
currency. If any Component is divided into two or more currencies, the amount
of that currency as a Component shall be replaced by amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component currency.
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 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.
<PAGE>
3
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 Period (as defined below)
("Maximum Interest Rate"); and (ii) a minimum limitation, or floor, on the rate
- -----------------------
at which interest may accrue during any Interest 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, semi-annually or annually (each, an "Interest Reset Period", and the
---------------------
first day of each Interest Reset Period being an "Interest Reset Date"), as set
-------------------
forth on the face hereof. The Interest Reset Date 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 (except as provided below); (iii) monthly, the third
Wednesday of each month; (iv) quarterly, the third Wednesday of March, June,
September and December of each year; (v) semi-annually, the third Wednesday of
the two months set forth on the face hereof; and (vi) annually, the third
Wednesday of the month set forth on the face hereof; provided, however, that the
-------- -------
interest rate in effect from the date of issue to the first Interest Reset Date
will be the Initial Interest Rate 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, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.
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, and such day falls in the next succeeding
calendar month, such Interest Payment Date will be advanced to the immediately
preceding Business Day), 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.
<PAGE>
4
Accrued interest will be calculated by multiplying the principal amount
hereof by an accrued interest factor. Such 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
applicable on such day by 360, if the Base Rate set forth on the face hereof is
the CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate, LIBOR, CMT
Rate or 11th District Cost of Funds Rate (as described below), or by the actual
number of days in the year, if the Base Rate set forth on the face hereof is the
Treasury Rate (as described below). 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 (as defined below) 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)), and 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 upwards).
Interest will be payable on, if this Security resets (i) daily, weekly
or monthly, the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year, as set forth on the face
hereof; (ii) quarterly, the third Wednesday of March, June, September and
December of each year; (iii) semi-annually, the third Wednesday of the two
months set forth on the face hereof; and (iv) 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.
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 Prime Rate or the
11th District Cost of Funds Rate, the "Interest Determination Date" pertaining
---------------------------
to an Interest Reset Date for this Security will be the second Business Day next
preceding such Interest Reset Date; if the Base Rate set forth on the face
hereof is LIBOR, the "Interest Determination Date" pertaining to an Interest
---------------------------
Reset Date for this Security will be the second London Banking Day next
preceding such Interest Reset Date; and 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 (as defined below) 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
<PAGE>
5
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 succeeding week.
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 tenth calendar day after such Interest Determination Date, or if any
such day is not a Business Day, the next succeeding Business Day and (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, Society National Bank 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 Interest Reset Date.
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.
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 and the
Spread and/or Spread Multiplier, if any, 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
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, if not yet
--------- ----------------------
published by 9:00 A.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 by the Federal Reserve
Bank of New York in the daily statistical release entitled "Composite 3:30 P.M.
-------------------
Quotations for U.S. Government Securities" or any successor publication
- -----------------------------------------
published by the Federal Reserve Bank of New York ("Composite Quotations") under
--------------------
the caption "Certificates of Deposit". 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 either H.15(519) or Composite Quotations, the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent and
will be the
<PAGE>
6
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 in
the denomination of $5,000,000 with a remaining maturity closest to the Index
Maturity set forth on the face hereof of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing in the market for
negotiable certificates of deposit; provided, however, that if the dealers
-------- -------
selected as aforesaid by the Calculation Agent are not 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 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 and the Spread and/or Spread Multiplier, if any, 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) under the
caption "Commercial Paper" or, if not yet published by 9:00 A.M., New York City
----------------
time, on the Calculation Date pertaining to such Interest Determination 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 Composite Quotations under the caption
"Commercial Paper". 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 either H.15(519) or Composite Quotations, 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 The City of New York 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 agency; provided,
--------
however, that, if the dealers selected as aforesaid by the Calculation Agent are
- -------
not quoting offered rates as mentioned in this 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).
<PAGE>
7
"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 per annum 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 interest is being calculated.
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 and the Spread and/or Spread Multiplier, if any, 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 "Federal
-------
Funds Rate" means, with respect to any Interest Determination Date pertaining
- ----------
thereto, the rate on such date for Federal funds as published in H.15(519) under
the caption "Federal Funds (Effective)" or, if not yet published by 9:00 A.M.,
-------------------------
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the caption
"Federal Funds/Effective Rate". 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 either H.15(519) or Composite Quotations, the Federal Funds
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds arranged by three leading brokers of Federal funds
transactions in The City of New York, which brokers have been selected by the
Calculation Agent, as of 11:00 A.M., New York City time, on such Interest
Determination Date; provided, however, that, if the brokers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate in effect for the applicable period will be the
same as the Federal Funds Rate for the immediately preceding interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable on the Federal Funds Rate Notes for which such Federal Funds Rate is
being determined shall be the Initial Interest Rate).
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 and the Spread and/or Spread
Multiplier, if any, 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:
<PAGE>
8
(i) The rate for deposits in U.S. dollars of the Index Maturity set
forth on the face hereof, commencing on the second Business Day immediately
following such Interest Determination Date, that appears on the Telerate
Page 3750 as of 11:00 A.M., London time, on such Interest Determination
Date ("LIBOR Telerate"). "Telerate Page 3750" means the display designated
-------------- ------------------
as page "3750" on the Telerate Service (or such other page as may replace
the page 3750 on that service or such other service or services as may be
designated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits).
(ii) As of the Interest Determination Date, the Calculation Agent will
determine the arithmetic mean of the offered rates for deposits in U.S.
dollars for the period of the Index Maturity set forth on the face hereof,
commencing on the second Business Day immediately following such Interest
Determination Date which appear on the Reuters Screen LIBO Page at
approximately 11:00 A.M., London time, on such Interest Determination Date.
"Reuters Screen LIBO Page" means the display designated as Page "LIBO" on
------------------------
the Reuters Monitor Money Rates Service (or such other page as may replace
the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks).
If neither LIBOR Telerate nor LIBOR Reuters is specified in the
applicable LIBOR Note, LIBOR will be determined as if LIBOR Telerate had
been specified.
(iii) If (a) in the case where paragraph (i) above applies, no rate
appears on the Telerate Page 3750 or (b) in the case where paragraph (ii)
above applies, fewer than two offered rates appear on the Reuters Screen
LIBO Page, 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 equal to an amount of not less than U.S. $1
million 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 City of New
York selected by the Calculation Agent (after consultation with the
Corporation) at approximately 11:00 A.M., New York City time, on such
Interest Determination Date for loans in U.S. dollars to leading European
banks, for the period of the specified Index Maturity and in a principal
amount of not less than U.S. $1 million that is representative of a single
transaction in such market at such time; provided, however, that if fewer
-------- -------
than three banks selected as aforesaid by the Calculation Agent are quoting
rates as mentioned in this sentence,
<PAGE>
9
"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).
If this Security is indexed to the London interbank offered rate for
deposits in a Currency other than U.S. dollars, the method for determining such
rate will be set forth on the face hereof.
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
and the Spread and/or Spread Multiplier, if any, 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 rate on
such date as published in H.15(519) under the caption "Bank Prime Loan". If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime Rate
for such Interest Determination Date will be the arithmetic mean of the rates of
interest publicly announced by each bank named on the Reuters Screen NYMF Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen NYMF Page
on such Interest Determination Date. If fewer than four such rates appear on
the Reuters Screen NYMF Page for such Interest Determination Date, the Prime
Rate shall be the arithmetic mean of the prime 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 at least two of the three major money center
banks in The City of New York selected by the Calculation Agent from which
quotations are requested. If fewer than two quotations are provided, such Prime
Rate shall be calculated by the Calculation Agent and will be the arithmetic
mean on the basis of the prime rates in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business under
the laws of the United States, or any state thereof, in each case having total
equity capital of at least U.S. $500,000,000 and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent
(after consultation with the Company) to provide such rate or rates. "Reuters
-------
Screen NYMF Page" means the display designated as page "NYMF" on the Reuters
- ----------------
Monitor Money Rates Service (such term to include such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if
<PAGE>
10
there was no such Interest Reset Period, the rate of interest payable on the
Prime Rate Notes for which the Prime Rate is being determined shall be the
Initial Interest Rate). If this failure continues over three or more
consecutive months, the Prime Rate for each succeeding Interest Determination
Date until the maturity or redemption or repayment of such Prime Rate Notes or,
if earlier, until this failure ceases, shall be LIBOR determined as if such
Prime Rate Notes were LIBOR Notes with an Index Maturity specified on the face
hereof, and the Spread, if any, shall be the number of basis points set forth on
the face hereof as the "Alternative Rate Event Spread."
-----------------------------
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 and the Spread and/or Spread Multiplier, if any, 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 for 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 as published in H.15(519) under the caption "Treasury-
--------
Bills auction average (investment)" or, if not yet published by 9:00 A.M., New
- ----------------------------------
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate for such Interest Determination
Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise announced by the
United States Department of the Treasury. In the event that the results of the
auction of Treasury Bills having the Index Maturity set forth on the face hereof
are not otherwise reported as provided above by 3:00 P.M., New York City time,
on such Calculation Date or no such auction is held on such Interest Determinate
Date, the Treasury Rate shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) calculated using
the arithmetic mean (rounded to the nearest one hundred-thousandth of a
percentage point) of the secondary market bid rates, as of 3:30 P.M., New York
City time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity set forth on the face hereof; provided,
--------
however, that, if the dealers selected as aforesaid by the Calculation Agent are
- -------
not quoting as mentioned in this sentence, the Treasury Rate for the applicable
period will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable on the Treasury Rate Notes for which the Treasury Rate is
being determined shall be the Initial Interest Rate).
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
<PAGE>
11
rate calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any, 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, the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "Treasury Constant Maturities
. . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.",
under the column for the Designated CMT Maturity Index (as defined below) for
(i) if the Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
rate for the week or the month, as applicable, ended immediately preceding the
week in which the related Interest Determination Date occurs. If such rate is
no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest Determination Date
shall be the rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published, or if not published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest Determination Date
will be such Treasury Constant Maturity rate for the Designated CMT Maturity
Index (or other United States Treasury rate for the Designated CMT Maturity
Index) for the Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in H.15(519). If such
information is not provided by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then the interest rate for
such Interest Determination Date shall be calculated by the Calculation Agent
and shall be a yield to maturity, based on the arithmetic mean (rounded to the
nearest one hundred-thousandth of a percentage point) of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on
such Interest Determination Date, reported according to their records, by three
leading primary United States government securities dealers (each, a "Reference
---------
Dealer") in The City of New York, (which may include the Agents) 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 the most recently issued direct noncallable fixed rate
obligations of the United States ("U.S. Treasury Notes") with an original
-------------------
maturity of approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations,
the interest rate for such Interest Determination Date shall be calculated by
the Calculation Agent and shall be a yield to maturity based on the arithmetic
mean (rounded to the nearest one hundred-thousandth of a percentage point) of
the secondary market offer side prices as of approximately 3:30 P.M., New York
City time, on the Interest Determination Date reported by three Reference
Dealers in The City of New York (from five
<PAGE>
12
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 U.S.
Treasury Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least $100
million. If only three or four of such Reference Dealers are quoting as
described above, then the interest rate shall be based on the arithmetic mean
(rounded to the nearest one hundred-thousandth of a percentage point) of the
offer prices so obtained from all such Reference Dealers, without eliminating
the Reference Dealers providing the highest and the lowest of such quotes. If
fewer than three such Reference Dealers are quoting as described above, then the
interest
rate shall be the CMT Rate in effect on such Interest Determination Date. If
two such U.S. Treasury Notes with an original maturity as described above have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the quotes for the CMT Rate with the shorter remaining term to maturity shall be
used.
"Designated CMT Telerate Page" means the display on the Dow Jones
----------------------------
Telerate Service on the page specified under "CMT Telerate Page" on the face
hereof (or any other page as may replace such page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519)).
If no such page is so specified, the Designated CMT Telerate Page shall be 7052
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
-----------------------------
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) with
respect to which the CMT Rate will be calculated specified under "Index
Maturity" on the face hereof. If no such maturity is so specified, the
Designated CMT Maturity Index shall be 2 years.
Determination of 11th District Cost of Funds Rate. If the Base Rate
-------------------------------------------------
set forth on the face hereof is the 11/th/ District Cost of Funds Rate, this
Security will bear interest for each Interest Reset Period at the Interest Rate
calculated with reference to the 11/th/ District Cost of Funds Rate and the
Spread and/or Spread Multiplier, if any, 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, "11/th/ District Cost of Funds Rate"
----------------------------------
means, with respect to any Interest Determination Date, the monthly 11/th/
District Cost of Funds Index (the "11/th/ District Cost of Funds Index")
normally published by the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") during the month immediately preceding the Interest Reset Date
to which such Interest Determination Date applies.
If the FHLB of San Francisco shall fail in any month to publish the
11/th/ District Cost of Funds Index (each such failure being referred to herein
as an "Alternative Rate Event"), then the 11/th/ District Cost of Funds Rate for
the Interest Determination Date after the Alternate Rate Event shall be
calculated on the basis of the 11/th/ District Cost of
<PAGE>
13
Funds Index most recently published prior to such Interest Determination Date.
If an Alternate Rate Event occurs in the month immediately following a month in
which a prior Alternate Rate Event occurred, the 11/th/ District Cost of Funds
Rate for the Interest Determination Date immediately following the second
Alternate Rate Event shall be calculated on the basis of the 11/th/ District
Cost of Funds Index most recently published prior to such Interest Determination
Date and, thereafter, the 11/th/ District Cost of Funds Rate for each succeeding
Interest Determination Date shall be LIBOR, determined as though the Interest
Rate Basis were LIBOR with an Index Maturity equal to one month and the Spread,
if any, shall be the number of basis points set forth on the face hereof as the
"Alternate Rate Event Spread," if any.
In determining that the FHLB of San Francisco has failed in any month
to publish the 11/th/ District Cost of Funds Index, the Calculation Agent may
rely conclusively on any written advice from the FHLB of San Francisco to such
effect.
References herein to "U.S. dollars" or "U.S. $" or "$" are to the
------------ ------ -
currency of the United States of America.
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 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
<PAGE>
14
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 cancelled 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. Modification 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
<PAGE>
15
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 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 $100,000 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 a 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.
<PAGE>
16
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 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. 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 15. Governing Law. This Security shall be governed by and
-------------
construed in accordance with the law of the State of New York.
<PAGE>
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 Paying
- -----------------------------------------------------------------------------
Agent at 127 Public Square, Cleveland, Ohio 44114.
- --------------------------------------------------
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.
<PAGE>
--------------------------
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.
--------------------------
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 ___________________________________________
SIGNATURE GUARANTEED: ________________________
________________________
-------------------------------------------
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.
<PAGE>
EXHIBIT 4(c)
THIS SECURITY IS AN OBLIGATION OF THE COMPANY AND IS NOT AND WILL NOT BE A
SAVINGS ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY
OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
KEYCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(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 (55 WATER STREET, NEW YORK, NEW YORK) 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.
---
<PAGE>
2
<TABLE>
<S> <C>
ISSUE PRICE: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
ORIGINAL ISSUE DATE: REPAYMENT DATE[S]:
STATED MATURITY: REPAYMENT PRICE:
MINIMUM DENOMINATIONS: ADDITIONAL AMOUNTS:
[ ] $1,000
[ ] Other:
DEFEASANCE: [ ] YES [ ] NO
SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO COVENANT DEFEASANCE: [ ] YES [ ] NO
Foreign Currency:
OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
EXCHANGE RATE AGENT:
OPTIONAL INTEREST RATE RESET DATES:
PAYING AGENT:
OPTIONAL EXTENSION OF MATURITY:
PLACE OF PAYMENT: [ ] YES [ ] NO
OPTION TO RECEIVE PAYMENTS IN LENGTH OF EXTENSION PERIOD:
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO
NUMBER OF EXTENSION PERIODS:
INTEREST RATE:
TOTAL AMOUNT OF OID:
COMPUTATION PERIOD:
ORIGINAL YIELD TO MATURITY:
INTEREST PAYMENT DATES IF OTHER THAN
JUNE 1 AND DECEMBER 1: INITIAL ACCRUAL PERIOD OID:
REGULAR RECORD DATES IF OTHER SINKING FUND:
THAN MAY 16 AND NOVEMBER 16:
OTHER/DIFFERENT PROVISIONS:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
INITIAL REDEMPTION PERCENTAGE:ANNUAL
REDEMPTION PERCENTAGE REDUCTION:
</TABLE>
<PAGE>
3
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
___________________________________, or registered assigns, the
principal sum of __________________________ 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 1 and December 1 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 that is not a Saturday or Sunday and that is not a
- -------------
legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in The City of New York and (i) with
respect to Securities denominated or payable in a Specified Currency other than
ECUs in the financial center of the country issuing the Specified Currency and
(ii) with respect to Notes denominated or payable in ECUs, in the financial
center of each country that issues a component currency of the ECU, and that is
not a non-ECU settlement day.
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 fifteenth day (whether
or not a Business Day) next preceding such Interest Payment Date (each, a
"Regular Record Date"); provided, however, that, if this Security was issued
- -------------------- -------- -------
between a Regular Record Date and the
<PAGE>
4
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 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 ten 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.
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 The City of New York, on or
prior to the applicable Regular Record Date or at least fifteen 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 fifteen 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.
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
<PAGE>
5
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.
Until the Securities are paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of Cleveland (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
----------------
initially appointed Society National Bank at its corporate trust office in The
City of Cleveland as paying agent.
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 or
Paying Agent 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 or Paying Agent, 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, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.
<PAGE>
6
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent on behalf of 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.
<PAGE>
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
KEYCORP
By:
------------------------------------------
Attest:
-------------------------------------
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
BANKERS TRUST COMPANY,
as Trustee
By: SOCIETY NATIONAL BANK,
as Authenticating Agent
By:_________________________________________
Authorized Officer
<PAGE>
[REVERSE OF NOTE]
KEYCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
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 Bankers Trust Company, 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. 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 The City of New York 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 none of such bid quotations are 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 The City of New York for cable transfers
of such Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such Specified
--------------------
Currency on the date of such payment or, if the Market Exchange Rate is then not
available, on the basis of the most recently available Market Exchange Rate.
Any payment made under such
<PAGE>
2
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.
If payment on this Security is required to be made in ECUs and ECUs are
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or are no longer used in the European
Monetary System, all payments due on that due date with respect to this Security
shall be made in U.S. dollars. The amount so payable on any date in ECU shall
be converted into U.S. dollars, at a rate determined by the Exchange Rate Agent
as of the second Business Day prior to the date on which such payment is due on
the following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were Components of the ECU as
----------
of the last date on which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate for such Components.
If the official unit of any Component of the ECU is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated Components expressed in such single
currency. If any Component is divided into two or more currencies, the amount
of that currency as a Component shall be replaced by amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component currency.
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
<PAGE>
3
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 cancelled 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 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
---------------------
<PAGE>
4
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. Modification 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. Subordination; Obligation of the Company Absolute. The
-------------------------------------------------
indebtedness evidenced by the Securities of this series is, to the extent
provided in the Indenture, subordinated and subject in right of the payment in
full of the principal of (and premium, if any) and interest on all Senior
Indebtedness, as defined in the Indenture, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, agrees that each holder of Senior Indebtedness,
whether created or acquired before or after the issuance of the Securities of
this series, shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. The Indenture also provides that if, upon the occurrence of
certain events of bankruptcy or insolvency relating to the Company, there
remains, after giving effect to the subordination provisions referred to in
Section 1614 of the Indenture, any amount of cash, property or securities
available for payment or distribution in respect of Securities of this series
(as defined in the Indenture, "Excess Proceeds"), and if, at such time, any
---------------
Entitled Person (as defined in the Indenture) has not received payment in full
of all amounts due or to become due on or in respect of
<PAGE>
5
Other Senior Obligations (as defined in the Indenture), then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of
such Other Senior Obligations before any payment or distribution may be made in
respect of the Securities of this series. This Security is also issued subject
to the provisions of the Indenture regarding payments to Entitled Persons in
respect of Other Senior Obligations. Each Holder of this Security, by accepting
the same, agrees to be bound by the provisions of the Indenture described herein
and authorizes and directs the Trustee to take such action on his behalf as may
be necessary or appropriate to acknowledge or effectuate the subordination of
this Security and payment of Excess Proceeds as provided in the Indenture and
appoints the Trustee his attorney-in-fact for any and all such purposes.
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 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 $100,000 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 a 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
<PAGE>
6
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. 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 14. Governing Law. This Security shall be governed by and
-------------
construed in accordance with the law of the State of New York.
<PAGE>
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 Paying
- -----------------------------------------------------------------------------
Agent at 127 Public Square, Cleveland, Ohio 44114.
- -------------------------------------------------
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.
<PAGE>
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.
--------------------------
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------
| |
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- -----------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
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the within Security of KEYCORP and all rights thereunder and does hereby
irrevocably constitute and appoint
Attorney
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to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.
Dated ___________________________________________
SIGNATURE GUARANTEED: _____________________________________________
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-------------------------------------------
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.
<PAGE>
EXHIBIT 4(d)
THIS SECURITY IS AN OBLIGATION OF THE COMPANY AND IS NOT AND WILL NOT BE A
SAVINGS ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY
OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FL -
KEYCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(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
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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 (55 WATER STREET, NEW YORK, NEW YORK) 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
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COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
---
<PAGE>
2
<TABLE>
<S> <C>
ISSUE PRICE: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
ORIGINAL ISSUE DATE: REPAYMENT DATE[S]:
STATED MATURITY: REPAYMENT PRICE:
BASE RATE: OPTIONAL REDEMPTION: [ ] YES [ ] NO
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other: INITIAL REDEMPTION DATE:
INITIAL INTEREST RATE: ADDITIONAL REDEMPTION DATES:
INDEX MATURITY: INITIAL REDEMPTION PERCENTAGE:
SPREAD (PLUS OR MINUS): ANNUAL REDEMPTION PERCENTAGE REDUCTION:
SPREAD MULTIPLIER: MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:
CALCULATION AGENT: SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO
CALCULATION DATE: Foreign Currency:
SINKING FUND: OPTION TO RECEIVE PAYMENTS
IN SPECIFIED CURRENCY
OTHER THAN U.S. DOLLARS:
MAXIMUM INTEREST RATE: [ ] YES [ ] NO
EXCHANGE RATE AGENT:
MINIMUM INTEREST RATE: ADDITIONAL AMOUNTS:
CMT TELERATE PAGE: DEFEASANCE: [ ] YES [ ] NO
INTEREST DETERMINATION DATE: COVENANT DEFEASANCE: [
] YES [ ] NO
INTEREST RESET PERIOD: OPTIONAL INTEREST RATE
RESET:
[ ] YES [ ] NO
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD: OPTIONAL INTEREST RATE RESET DATES:
INTEREST PAYMENT DATES: TOTAL AMOUNT OF OID:
PAYING AGENT: INITIAL ACCRUAL PERIOD
OID:
PLACE OF PAYMENT: ORIGINAL YIELD TO MATURITY:
OTHER/DIFFERENT PROVISIONS:
</TABLE>
<PAGE>
3
KEYCORP, an Ohio corporation (herein referred to as the "Company",
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which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
___________________________________, 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
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rate in effect for the ten days immediately prior to the Maturity Date (as
defined below) of this Security will be that in effect on the tenth 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
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the principal repayable on such date); provided, however, that any payment of
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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, and such day falls in the next succeeding calendar month, such payment
will be made on the next preceding Business Day) as described on the reverse
hereof. For purposes of this Security, unless otherwise specified on the face
hereof, "Business Day" means any day that is not a Saturday or Sunday and that
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is not a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in The City of New York and
(i) in respect of LIBOR (as defined below), in the city of London, (ii) with
respect to Securities denominated or payable in a Specified Currency other than
ECUs in the financial center of the country issuing the Specified Currency,
(iii) with respect to Notes denominated or payable in ECUs, in the financial
center of each country that issues a component currency of the ECU, and that is
not a non-ECU settlement day. "London Banking Day" means any day on which
------------------
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
<PAGE>
4
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
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Security (or one or more Predecessor Securities) is registered at the close of
business on the fifteenth 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
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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
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the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security not less than ten 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.
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,
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elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least fifteen 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 fifteen 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
<PAGE>
5
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.
Until the Securities are paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of Cleveland (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
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initially appointed Society National Bank at its corporate trust office in The
City of Cleveland as paying agent.
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
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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 or
Paying Agent 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 or Paying Agent, 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.
<PAGE>
6
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, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent on behalf of 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.
<PAGE>
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
KEYCORP
By: ______________________________________
Attest: __________________________________
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
BANKERS TRUST COMPANY,
as Trustee
By: SOCIETY NATIONAL BANK
as Authenticating Agent
By:______________________________________
Authorized Officer
<PAGE>
[REVERSE OF NOTE]
KEYCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
Section 1. General. This Security is one of a duly authorized issue
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of securities (herein called the "Securities") of the Company, issued and to be
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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 Bankers Trust Company, Trustee (herein
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called the "Trustee", which term includes any successor trustee under the
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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. 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.
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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
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in The City of New York 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 none of such bid quotations are 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 The City of New York for cable transfers
of such Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such Specified
--------------------
Currency on the date of such payment or, if the Market Exchange Rate is then not
available, on the basis of the most recently available Market Exchange Rate.
Any payment made under such
<PAGE>
2
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.
If payment on this Security is required to be made in ECUs and ECUs are
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or are no longer used in the European
Monetary System, all payments due on that due date with respect to this Security
shall be made in U.S. dollars. The amount so payable on any date in ECU shall
be converted into U.S. dollars, at a rate determined by the Exchange Rate Agent
as of the second Business Day prior to the date on which such payment is due on
the following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were Components of the ECU as
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of the last date on which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate for such Components.
If the official unit of any Component of the ECU is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated Components expressed in such single
currency. If any Component is divided into two or more currencies, the amount
of that currency as a Component shall be replaced by amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component currency.
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
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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 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.
<PAGE>
3
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 Period (as defined below)
("Maximum Interest Rate"); and (ii) a minimum limitation, or floor, on the rate
- -----------------------
at which interest may accrue during any Interest 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, semi-annually or annually (each, an "Interest Reset Period", and the
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first day of each Interest Reset Period being an "Interest Reset Date"), as set
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forth on the face hereof. The Interest Reset Date 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 (except as provided below); (iii) monthly, the third
Wednesday of each month; (iv) quarterly, the third Wednesday of March, June,
September and December of each year; (v) semi-annually, the third Wednesday of
the two months set forth on the face hereof; and (vi) annually, the third
Wednesday of the month set forth on the face hereof; provided, however, that the
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interest rate in effect from the date of issue to the first Interest Reset Date
will be the Initial Interest Rate 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, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.
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, and such day falls in the next succeeding
calendar month, such Interest Payment Date will be advanced to the immediately
preceding Business Day), 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.
<PAGE>
4
Accrued interest will be calculated by multiplying the principal amount
hereof by an accrued interest factor. Such 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
applicable on such day by 360, if the Base Rate set forth on the face hereof is
the CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate, LIBOR, CMT
Rate or 11th District Cost of Funds Rate (as described below), or by the actual
number of days in the year, if the Base Rate set forth on the face hereof is the
Treasury Rate (as described below). 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 (as defined below) 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)), and 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 upwards).
Interest will be payable on, if this Security resets (i) daily, weekly
or monthly, the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year, as set forth on the face
hereof; (ii) quarterly, the third Wednesday of March, June, September and
December of each year; (iii) semi-annually, the third Wednesday of the two
months set forth on the face hereof; and (iv) 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.
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 Prime Rate or the
11th District Cost of Funds Rate, the "Interest Determination Date" pertaining
---------------------------
to an Interest Reset Date for this Security will be the second Business Day next
preceding such Interest Reset Date; if the Base Rate set forth on the face
hereof is LIBOR, the "Interest Determination Date" pertaining to an Interest
---------------------------
Reset Date for this Security will be the second London Banking Day next
preceding such Interest Reset Date; and 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 (as defined below) 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
<PAGE>
5
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 succeeding week.
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 tenth calendar day after such Interest Determination Date, or if any
such day is not a Business Day, the next succeeding Business Day and (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, Society National Bank 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 Interest Reset Date.
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.
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 and the
Spread and/or Spread Multiplier, if any, 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
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to any Interest Determination Date, the rate on such date for negotiable
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, if not yet
--------- ----------------------
published by 9:00 A.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 by the Federal Reserve
Bank of New York in the daily statistical release entitled "Composite 3:30 P.M.
-------------------
Quotations for U.S. Government Securities" or any successor publication
- -----------------------------------------
published by the Federal Reserve Bank of New York ("Composite Quotations") under
--------------------
the caption "Certificates of Deposit". 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 either H.15(519) or Composite Quotations, the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent and
will be the
<PAGE>
6
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 in
the denomination of $5,000,000 with a remaining maturity closest to the Index
Maturity set forth on the face hereof of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing in the market for
negotiable certificates of deposit; provided, however, that if the dealers
-------- -------
selected as aforesaid by the Calculation Agent are not 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 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 and the Spread and/or Spread Multiplier, if any, 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) under the
caption "Commercial Paper" or, if not yet published by 9:00 A.M., New York City
----------------
time, on the Calculation Date pertaining to such Interest Determination 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 Composite Quotations under the caption
"Commercial Paper". 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 either H.15(519) or Composite Quotations, 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 The City of New York 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 agency; provided,
--------
however, that, if the dealers selected as aforesaid by the Calculation Agent are
- -------
not quoting offered rates as mentioned in this 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).
<PAGE>
7
"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 per annum 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 interest is being calculated.
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 and the Spread and/or Spread Multiplier, if any, 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 "Federal
-------
Funds Rate" means, with respect to any Interest Determination Date pertaining
- ----------
thereto, the rate on such date for Federal funds as published in H.15(519) under
the caption "Federal Funds (Effective)" or, if not yet published by 9:00 A.M.,
-------------------------
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the caption
"Federal Funds/Effective Rate". 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 either H.15(519) or Composite Quotations, the Federal Funds
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds arranged by three leading brokers of Federal funds
transactions in The City of New York, which brokers have been selected by the
Calculation Agent, as of 11:00 A.M., New York City time, on such Interest
Determination Date; provided, however, that, if the brokers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate in effect for the applicable period will be the
same as the Federal Funds Rate for the immediately preceding interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable on the Federal Funds Rate Notes for which such Federal Funds Rate is
being determined shall be the Initial Interest Rate).
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 and the Spread and/or Spread
Multiplier, if any, 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:
<PAGE>
8
(i) The rate for deposits in U.S. dollars of the Index Maturity set
forth on the face hereof, commencing on the second Business Day immediately
following such Interest Determination Date, that appears on the Telerate
Page 3750 as of 11:00 A.M., London time, on such Interest Determination
Date ("LIBOR Telerate"). "Telerate Page 3750" means the display designated
-------------- ------------------
as page "3750" on the Telerate Service (or such other page as may replace
the page 3750 on that service or such other service or services as may be
designated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits).
(ii) As of the Interest Determination Date, the Calculation Agent will
determine the arithmetic mean of the offered rates for deposits in U.S.
dollars for the period of the Index Maturity set forth on the face hereof,
commencing on the second Business Day immediately following such Interest
Determination Date which appear on the Reuters Screen LIBO Page at
approximately 11:00 A.M., London time, on such Interest Determination Date.
"Reuters Screen LIBO Page" means the display designated as Page "LIBO" on
------------------------
the Reuters Monitor Money Rates Service (or such other page as may replace
the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks).
If neither LIBOR Telerate nor LIBOR Reuters is specified in the
applicable LIBOR Note, LIBOR will be determined as if LIBOR Telerate had
been specified.
(iii) If (a) in the case where paragraph (i) above applies, no rate
appears on the Telerate Page 3750 or (b) in the case where paragraph (ii)
above applies, fewer than two offered rates appear on the Reuters Screen
LIBO Page, 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 equal to an amount of not less than U.S. $1
million 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 City of New
York selected by the Calculation Agent (after consultation with the
Corporation) at approximately 11:00 A.M., New York City time, on such
Interest Determination Date for loans in U.S. dollars to leading European
banks, for the period of the specified Index Maturity and in a principal
amount of not less than U.S. $1 million that is representative of a single
transaction in such market at such time; provided, however, that if fewer
-------- -------
than three banks selected as aforesaid by the Calculation Agent are quoting
rates as mentioned in this sentence,
<PAGE>
9
"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).
If this Security is indexed to the London interbank offered rate for
deposits in a Currency other than U.S. dollars, the method for determining such
rate will be set forth on the face hereof.
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
and the Spread and/or Spread Multiplier, if any, 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 rate on
such date as published in H.15(519) under the caption "Bank Prime Loan". If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime Rate
for such Interest Determination Date will be the arithmetic mean of the rates of
interest publicly announced by each bank named on the Reuters Screen NYMF Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen NYMF Page
on such Interest Determination Date. If fewer than four such rates appear on
the Reuters Screen NYMF Page for such Interest Determination Date, the Prime
Rate shall be the arithmetic mean of the prime 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 at least two of the three major money center
banks in The City of New York selected by the Calculation Agent from which
quotations are requested. If fewer than two quotations are provided, such Prime
Rate shall be calculated by the Calculation Agent and will be the arithmetic
mean on the basis of the prime rates in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business under
the laws of the United States, or any state thereof, in each case having total
equity capital of at least U.S. $500,000,000 and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent
(after consultation with the Company) to provide such rate or rates. "Reuters
-------
Screen NYMF Page" means the display designated as page "NYMF" on the Reuters
- ----------------
Monitor Money Rates Service (such term to include such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if
<PAGE>
10
there was no such Interest Reset Period, the rate of interest payable on the
Prime Rate Notes for which the Prime Rate is being determined shall be the
Initial Interest Rate). If this failure continues over three or more
consecutive months, the Prime Rate for each succeeding Interest Determination
Date until the maturity or redemption or repayment of such Prime Rate Notes or,
if earlier, until this failure ceases, shall be LIBOR determined as if such
Prime Rate Notes were LIBOR Notes with an Index Maturity specified on the face
hereof, and the Spread, if any, shall be the number of basis points set forth on
the face hereof as the "Alternative Rate Event Spread."
-----------------------------
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 and the Spread and/or Spread Multiplier, if any, 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 for 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 as published in H.15(519) under the caption "Treasury-
--------
Bills auction average (investment)" or, if not yet published by 9:00 A.M., New
- ----------------------------------
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate for such Interest Determination
Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise announced by the
United States Department of the Treasury. In the event that the results of the
auction of Treasury Bills having the Index Maturity set forth on the face hereof
are not otherwise reported as provided above by 3:00 P.M., New York City time,
on such Calculation Date or no such auction is held on such Interest Determinate
Date, the Treasury Rate shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) calculated using
the arithmetic mean (rounded to the nearest one hundred-thousandth of a
percentage point) of the secondary market bid rates, as of 3:30 P.M., New York
City time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity set forth on the face hereof; provided,
--------
however, that, if the dealers selected as aforesaid by the Calculation Agent are
- -------
not quoting as mentioned in this sentence, the Treasury Rate for the applicable
period will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable on the Treasury Rate Notes for which the Treasury Rate is
being determined shall be the Initial Interest Rate).
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
<PAGE>
11
rate calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any, 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, the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "Treasury Constant Maturities
. . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.",
under the column for the Designated CMT Maturity Index (as defined below) for
(i) if the Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
rate for the week or the month, as applicable, ended immediately preceding the
week in which the related Interest Determination Date occurs. If such rate is
no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest Determination Date
shall be the rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published, or if not published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest Determination Date
will be such Treasury Constant Maturity rate for the Designated CMT Maturity
Index (or other United States Treasury rate for the Designated CMT Maturity
Index) for the Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in H.15(519). If such
information is not provided by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then the interest rate for
such Interest Determination Date shall be calculated by the Calculation Agent
and shall be a yield to maturity, based on the arithmetic mean (rounded to the
nearest one hundred-thousandth of a percentage point) of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on
such Interest Determination Date, reported according to their records, by three
leading primary United States government securities dealers (each, a "Reference
---------
Dealer") in The City of New York, (which may include the Agents) 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 the most recently issued direct noncallable fixed rate
obligations of the United States ("U.S. Treasury Notes") with an original
-------------------
maturity of approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations,
the interest rate for such Interest Determination Date shall be calculated by
the Calculation Agent and shall be a yield to maturity based on the arithmetic
mean (rounded to the nearest one hundred-thousandth of a percentage point) of
the secondary market offer side prices as of approximately 3:30 P.M., New York
City time, on the Interest Determination Date reported by three Reference
Dealers in The City of New York (from five
<PAGE>
12
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 U.S.
Treasury Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least $100
million. If only three or four of such Reference Dealers are quoting as
described above, then the interest rate shall be based on the arithmetic mean
(rounded to the nearest one hundred-thousandth of a percentage point) of the
offer prices so obtained from all such Reference Dealers, without eliminating
the Reference Dealers providing the highest and the lowest of such quotes. If
fewer than three such Reference Dealers are quoting as described above, then the
interest
rate shall be the CMT Rate in effect on such Interest Determination Date. If
two such U.S. Treasury Notes with an original maturity as described above have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the quotes for the CMT Rate with the shorter remaining term to maturity shall be
used.
"Designated CMT Telerate Page" means the display on the Dow Jones
----------------------------
Telerate Service on the page specified under "CMT Telerate Page" on the face
hereof (or any other page as may replace such page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519)).
If no such page is so specified, the Designated CMT Telerate Page shall be 7052
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
-----------------------------
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) with
respect to which the CMT Rate will be calculated specified under "Index
Maturity" on the face hereof. If no such maturity is so specified, the
Designated CMT Maturity Index shall be 2 years.
Determination of 11th District Cost of Funds Rate. If the Base Rate
-------------------------------------------------
set forth on the face hereof is the 11/th/ District Cost of Funds Rate, this
Security will bear interest for each Interest Reset Period at the Interest Rate
calculated with reference to the 11/th/ District Cost of Funds Rate and the
Spread and/or Spread Multiplier, if any, 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, "11/th/ District Cost of Funds Rate"
----------------------------------
means, with respect to any Interest Determination Date, the monthly 11/th/
District Cost of Funds Index (the "11/th/ District Cost of Funds Index")
normally published by the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") during the month immediately preceding the Interest Reset Date
to which such Interest Determination Date applies.
If the FHLB of San Francisco shall fail in any month to publish the
11/th/ District Cost of Funds Index (each such failure being referred to herein
as an "Alternative Rate Event"), then the 11/th/ District Cost of Funds Rate for
the Interest Determination Date after the Alternate Rate Event shall be
calculated on the basis of the 11/th/ District Cost of
<PAGE>
13
Funds Index most recently published prior to such Interest Determination Date.
If an Alternate Rate Event occurs in the month immediately following a month in
which a prior Alternate Rate Event occurred, the 11/th/ District Cost of Funds
Rate for the Interest Determination Date immediately following the second
Alternate Rate Event shall be calculated on the basis of the 11/th/ District
Cost of Funds Index most recently published prior to such Interest Determination
Date and, thereafter, the 11/th/ District Cost of Funds Rate for each succeeding
Interest Determination Date shall be LIBOR, determined as though the Interest
Rate Basis were LIBOR with an Index Maturity equal to one month and the Spread,
if any, shall be the number of basis points set forth on the face hereof as the
"Alternate Rate Event Spread," if any.
In determining that the FHLB of San Francisco has failed in any month
to publish the 11/th/ District Cost of Funds Index, the Calculation Agent may
rely conclusively on any written advice from the FHLB of San Francisco to such
effect.
References herein to "U.S. dollars" or "U.S. $" or "$" are to the
------------ ------ -
currency of the United States of America.
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 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
<PAGE>
14
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 cancelled 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. Modification 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
<PAGE>
15
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 9. Subordination; Obligation of the Company Absolute. The
-------------------------------------------------
indebtedness evidenced by the Securities of this series is, to the extent
provided in the Indenture, subordinated and subject in right of the payment in
full of the principal of (and premium, if any) and interest on all Senior
Indebtedness, as defined in the Indenture, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, agrees that each holder of Senior Indebtedness,
whether created or acquired before or after the issuance of the Securities of
this series, shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. The Indenture also provides that if, upon the occurrence of
certain events of bankruptcy or insolvency relating to the Company, there
remains, after giving effect to the subordination provisions referred to in
Section 1614 of the Indenture, any amount of cash, property or securities
available for payment or distribution in respect of Securities of this series
(as defined in the Indenture, "Excess Proceeds"), and if, at such time, any
---------------
Entitled Person (as defined in the Indenture) has not received payment in full
of all amounts due or to become due on or in respect of Other Senior Obligations
(as defined in the Indenture), then such Excess Proceeds shall first be applied
to pay or provide for the payment in full of such Other Senior Obligations
before any payment or distribution may be made in respect of the Securities of
this series. This Security is also issued subject to the provisions of the
Indenture regarding payments to Entitled Persons in respect of Other Senior
Obligations. Each Holder of this Security, by accepting the same, agrees to be
bound by the provisions of the Indenture described herein and authorizes and
directs the Trustee to take such action on his behalf as may be necessary or
appropriate to acknowledge or effectuate the subordination of this Security and
payment of Excess Proceeds as provided in the Indenture and appoints the Trustee
his attorney-in-fact for any and all such purposes.
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.
<PAGE>
16
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 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 $100,000 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 a 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 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.
<PAGE>
17
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. 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 15. Governing Law. This Security shall be governed by and
-------------
construed in accordance with the law of the State of New York.
<PAGE>
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 Paying
- -----------------------------------------------------------------------------
Agent at 127 Public Square, Cleveland, Ohio 44114.
- --------------------------------------------------
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.
<PAGE>
--------------------------
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.
--------------------------
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 ___________________________________________
SIGNATURE GUARANTEED: _____________________________________________
_______________________________
-------------------------------------------
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.
<PAGE>
Exhibit No. 12
KEYCORP
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30, Year ended December 31,
--------------------------- --------------------------------
1994 1993 1993 1992
------------- ------------ --------------- ---------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Computation of Earnings:
Net income $ 430,402 $ 386,762 $ 709,926 $ 592,098
Add: Provision (credit) for income taxes 218,699 197,045 373,972 279,632
Less: Cumulative effect of accounting change 6,613
------------- ------------- --------------- ---------------
Income before income taxes 649,101 583,807 1,083,898 865,117
Fixed charges, excluding interest on deposits 208,899 172,150 344,585 324,365
------------- ------------- --------------- ---------------
Total earnings for computation,
excluding interest on deposits 858,000 755,957 1,428,483 1,189,482
Interest on deposits 611,535 633,838 1,233,331 1,468,974
------------- ------------- --------------- ---------------
Total earnings for computation,
including interest on deposits $1,469,535 $1,389,795 $2,661,814 $2,658,456
============= ============= =============== ===============
Computation of Fixed Charges:
Net rental expense $ 64,447 $ 66,248 $ 130,361 $ 130,973
============= ============= =============== ===============
Portion of net rental expense deemed
representative of interest $ 21,268 $ 21,862 $ 43,019 $ 43,221
Interest on short-term borrowed funds 128,250 85,493 174,664 174,059
Interest on long-term debt 59,381 64,795 126,902 107,085
------------- ------------- --------------- ---------------
Total fixed charges, excluding interest
on deposits 208,899 172,150 344,585 324,365
Interest on deposits 611,535 633,838 1,233,331 1,468,974
------------- ------------- --------------- ---------------
Total fixed charges, including interest
on deposits $820,434 $805,988 $1,577,916 $1,793,339
============= ============= =============== ===============
Combined Fixed Charges and Preferred Stock Dividends:
Preferred stock dividend requirement on
a pre-tax basis $ 12,065 $ 15,002 $ 27,630 $ 35,505
Total fixed charges, excluding interest
on deposits 208,899 172,150 344,585 324,365
------------- ------------- --------------- ---------------
Combined fixed charges and preferred stock
dividends, excluding interest on deposits 220,964 187,152 372,215 359,870
Interest on deposits 611,535 633,838 1,233,331 1,468,974
------------- ------------- --------------- ---------------
Combined fixed charges and preferred stock
dividends, including interest on deposits $ 832,499 $ 820,990 $1,605,546 $1,828,844
============= ============= =============== ===============
Ratio of Earnings to Combined Fixed Charges:
Excluding deposit interest 4.11x 4.39x 4.15x 3.67x
Including deposit interest 1.79x 1.72x 1.69x 1.48x
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends:
Excluding deposit interest 3.88x 4.04x 3.84x 3.31x
Including deposit interest 1.77x 1.69x 1.66x 1.45x
<CAPTION>
Year ended December 31,
---------------------------------------------------
1991 1990 1989
--------------- --------------- ---------------
(dollars in thousands)
<S> <C> <C> <C>
Computation of Earnings:
Net income $ 313,696 $ 256,098 $ 286,688
Add: Provision (credit) for income taxes 136,684 15,173 130,800
Less: Cumulative effect of accounting change 2,714
--------------- --------------- ---------------
Income before income taxes 450,380 268,557 417,488
Fixed charges, excluding interest on deposits 422,189 472,468 567,533
--------------- --------------- ---------------
Total earnings for computation,
excluding interest on deposits 872,569 741,025 985,021
Interest on deposits 2,135,651 2,230,759 2,078,692
--------------- --------------- ---------------
Total earnings for computation,
including interest on deposits $3,008,220 $2,971,784 $3,063,713
=============== =============== ===============
Computation of Fixed Charges:
Net rental expense $ 118,855 $ 107,615 $ 92,498
=============== =============== ===============
Portion of net rental expense deemed
representative of interest $ 38,450 $ 35,470 $ 30,454
Interest on short-term borrowed funds 288,220 339,876 418,408
Interest on long-term debt 95,519 97,122 118,671
--------------- --------------- ---------------
Total fixed charges, excluding interest
on deposits 422,189 472,468 567,533
Interest on deposits 2,135,651 2,230,759 2,078,692
--------------- --------------- ---------------
Total fixed charges, including interest
on deposits $2,557,840 $2,703,227 $2,646,225
=============== =============== ===============
Combined Fixed Charges and Preferred Stock Dividends:
Preferred stock dividend requirement on
a pre-tax basis $ 23,292 $ 7,484 $ 7,913
Total fixed charges, excluding interest
on deposits 422,189 472,468 567,533
--------------- --------------- ---------------
Combined fixed charges and preferred stock
dividends, excluding interest on deposits 445,481 479,952 575,446
Interest on deposits 2,135,651 2,230,759 2,078,692
--------------- --------------- ---------------
Combined fixed charges and preferred stock
dividends, including interest on deposits $2,581,132 $2,710,711 $2,654,138
=============== =============== ===============
Ratio of Earnings to Combined Fixed Charges:
Excluding deposit interest 2.07x 1.57x 1.74x
Including deposit interest 1.18x 1.10x 1.16x
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends:
Excluding deposit interest 1.96x 1.54x 1.71x
Including deposit interest 1.17x 1.10x 1.15x
</TABLE>
