ATTACHMENT TO CERTIFICATE OF AMENDMENT
TO THE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
RESOLVED, that pursuant to the authority granted to and vested in the pricing subcommittee (the Subcommittee) of the risk committee (the Committee) of the Board of Directors of KeyCorp (the Corporation), pursuant to authority conferred upon the Subcommittee by resolutions of the Board of Directors of the Corporation adopted by unanimous written consent on April 15, 2019 and resolutions of the Committee adopted at a meeting held on April 22, 2019, and in accordance with Section 1701.70(B)(1) of the Ohio Revised Code and Article IV of the Corporations Second Amended and Restated Articles of Incorporation, as amended (the Articles), the Subcommittee hereby establishes the terms of the Corporations Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G, $1.00 par value per share, and fixes and determines the authorized number of shares of the series and the dividend rate of the shares of the series, with such designations, and certain other preferences, and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof as previously established by the Committee, with the Articles hereby amended to add such terms as Part K of Article IV of the Articles as set forth below:
EXPRESS TERMS OF FIXED RATE PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES G
Section 1. Designation. The distinctive serial designation of such series shall be Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G (Series G). Each share of Series G shall be identical in all respects to every other share of Series G. Series G will rank (i) equally with Parity Stock, if any, with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation and (ii) senior to Junior Stock with respect to the payment of dividends or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.
Section 2. Number of Shares. The number of authorized shares of Series G shall be 450,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of all preferred stock minus the total number of authorized shares of other series of Preferred Stock) or decreased (but not below the number of shares of Series G then outstanding) by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation. Shares of Series G that are redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series, and available for subsequent issuance.
Section 3. Definitions. As used herein with respect to Series G:
(a) Articles of Incorporation means the Second Amended and Restated Articles of Incorporation of the Corporation, as may be amended from time to time, and shall include this Part K of Article IV.
(b) Board of Directors means the board of directors of the Corporation.
(c) Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor any other day on which banking institutions and trust companies in New York, New York or Cleveland, Ohio are permitted or required by any applicable law to close.
(e) Common Shares means the common shares, $1.00 par value per share, of the Corporation.
(f) Depositary Company shall have the meaning set forth in Section 6(d) hereof.