KeyCorp

EX-4.1 3 d150964dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 KEYCORP Senior Medium-Term Notes, Series U Officers’ Certificate and Company Order Pursuant to the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture, dated as of November 14, 2001, the Second Supplemental Indenture, dated as of November 13, 2013, and the Third Supplemental Indenture, dated as of May 23, 2022, relating to unsecured and unsubordinated notes (as so amended, and as may be further amended or supplemented from time to time, collectively, the “Indenture”) between KeyCorp, an Ohio corporation (the “Company”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), and resolutions adopted by the Company’s Board of Directors on May 13, 2026, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the forms of the Securities of such series in accordance with Section 201 of the Indenture, and to establish the procedures for the authentication and delivery of specific Securities from time to time pursuant to Section 303 of the Indentu…

EX-4.2 4 d150964dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 KEYCORP Subordinated Medium-Term Notes, Series V Officers’ Certificate and Company Order Pursuant to the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture, dated as of November 14, 2001, the Second Supplemental Indenture, dated as of November 13, 2013, and the Third Supplemental Indenture, dated as of June 16, 2023, relating to unsecured and subordinated notes (as so amended, and as may be further amended or supplemented from time to time, collectively, the “Indenture”) between KeyCorp, an Ohio corporation (the “Company”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), and resolutions adopted by the Company’s Board of Directors on May 13, 2026, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the forms of the Securities of such series in accordance with Section 201 of the Indenture, and to establish the procedures for the authentication and delivery of specific Securities from time to time pursuant to Section 303 of the In…

EX-4.3 5 d150964dex43.htm EX-4.3 EX-4.3 Exhibit 4.3(a) THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. CUSIP NO. [ISIN: ] [Common Code: ] REGISTERED PRINCIPAL AMOUNT $ No. FX - KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE, SERIES U (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 (“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies: Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) 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 regi…