Subordinated Medium-Term Notes, Series R
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, and as further supplemented by the Second Supplemental Indenture, dated as of November 13, 2013, relating to unsecured and subordinated notes (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 Companys Board of Directors on May 20, 2020, 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 Indenture. As authorized by the Indenture, this Officers Certificate and Company Order has the same effect as, and is being used in lieu of, a supplemental indenture thereto.
All conditions precedent provided for in the Indenture relating to the establishment of (i) a series of Securities, (ii) the forms of such series of Securities, and (iii) the procedures for the authentication and delivery of such series of Securities have been complied with.
The Company has filed a registration statement on Form S-3 ASR (No. 333-239044), including a prospectus, and a prospectus supplement pursuant to Rule 424 under the Securities Act (the Prospectus Supplement), with the Commission, relating to the Notes (as defined below). In connection with each issuances of Notes, the Company will prepare a pricing supplement to the Prospectus Supplement in substantially the form attached hereto as Exhibit E (each, a Pricing Supplement), or in such other form as may be approved by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, the Chief Financial Officer, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, or any other officer of the Company customarily performing functions similar to those performed by any of the above designated officers (each, an Authorized Officer).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
A. Establishment of Series pursuant to Section 301 of the Indenture.
There is hereby established pursuant to Section 301 of the Indenture a series of Securities which shall have the following terms (the numbered clauses set forth below correspond to the numbered subsections of Section 301 of the Indenture):
(1) The Securities of such series shall bear the title Subordinated Medium-Term Notes, Series R (referred to herein as the Notes).