1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
KEYCORP
ARTICLE I
NAME
The name of the corporation (hereinafter called the "Corporation") is
"KeyCorp."
ARTICLE II
PRINCIPAL OFFICE
The principal office and headquarters of the Corporation shall be
located in the City of Cleveland, County of Cuyahoga, State of Ohio.
ARTICLE III
PURPOSES
The purposes of the Corporation are:
(a) to organize, acquire, invest in, own, or control shares and other
securities of banks, other depository institutions, and other
companies which a bank holding company is permitted to own or control
by the provisions of the Bank Holding Company Act of 1956, as now in
effect or hereafter amended, and to carry on the business of a bank
holding company in conformity with the Bank Holding Company Act of
1956, as now in effect or hereafter amended,
(b) to do whatever is deemed necessary, incidental, or conducive to
carrying out any of the purposes of the Corporation; and
(c) to engage in any lawful act or activity for which corporations
may be formed under the Ohio General Corporation Law.
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ARTICLE IV
AUTHORIZED SHARES OF CAPITAL STOCK
SECTION 1. The authorized number of shares of the
Corporation is 926,400,000, of which 1,400,000 shall be shares of 10%
Cumulative Preferred Stock, Class A, of the par value of $5.00 per share, as
described in Part A of this Article IV (hereinafter called "10% Cumulative
Preferred Stock"), 25,000,000 shall be shares of preferred stock, with a par
value of $1 each, as described in Part B of this Article IV (hereinafter called
"Preferred Stock"), and 900,000,000 shall be Common Shares, with a par value of
$1 each, as described in Part C of this Article IV (hereinafter called "Common
Shares").
The express terms of each class are as follows:
Part A
Express Terms of 10% Cumulative Preferred Stock, Class A.
SECTION 1. Number of Shares; Designation. The
distinctive designation of this preferred stock is "10% Cumulative Preferred
Stock, Class A", and the aggregate number of shares that shall constitute such
class of preferred stock is 1,400,000.
SECTION 2. Dividend Rights.
(a) Dividends shall be payable on the shares of the 10% Cumulative
Preferred Stock when, as and if declared by the Board of Directors or
a duly authorized committee thereof, out of funds legally available
therefor: (A) for the period (the "Initial Dividend Period") from the
date of their original issue (which shall be the date of the Effective
Time) to and including the day next preceding the first day of the
first full quarterly dividend period beginning after the date of the
Effective Time, and (B) for each quarterly dividend period thereafter
(the Initial Dividend Period and each quarterly dividend period being
hereinafter individually referred to as a "Dividend Period" and
collectively referred to as "Dividend Periods"), which quarterly
Dividend Periods shall commence on March 31, June 30, September 30,
and December 31 in each year, commencing with the first such March 31,
June 30, September 30, or December 31
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after the date of the Effective Time, and shall end on and include the
day next preceding the first day of the next Dividend Period, at a
rate per annum of the liquidation preference thereof equal to 10% (the
"Dividend Rate"). Dividends shall be cumulative from the date of
original issue of such shares (which shall be the date of the
Effective Time) and shall be payable, when, as and if declared by the
Board of Directors, on March 31, June 30, September 30, and December
31 of each year, commencing with the first such March 31, June 30,
September 30, or December 31 after the date of the Effective Time;
provided, however, that in lieu of any dividend payment by KeyCorp to
holders of shares of 10% Cumulative Preferred Stock, Series B, of
KeyCorp (the "KeyCorp Series B Preferred") in respect of the KeyCorp
Series B Preferred Stock for the portion of the then current "Dividend
Period" (as defined in the terms of the KeyCorp Series B Preferred
Stock contained in the Restated Certificate of Incorporation of
KeyCorp, as amended) that shall have elapsed prior to the date of the
Effective Time (the "Series B Transition Period"), the Corporation
shall pay, on the first dividend payment date for 10% Cumulative
Preferred Stock to holders of record of 10% Cumulative Preferred Stock
on the record date for such dividend payment, the dividend that shall
have accrued on the KeyCorp Series B Preferred Stock for the Series B
Transition Period (the "Series B Transition Period Dividend Payment").
However, notwithstanding any provision of this Section 2 to the
contrary, in the event that the date of the Effective Time is after
the regularly scheduled record date for dividends on the KeyCorp
Series B Preferred Stock for the then current "Dividend Period" of the
KeyCorp Series B Preferred Stock and on or before the regularly
scheduled payment date for such quarterly dividend, (W) KeyCorp shall
pay the full dividend for such then current "Dividend Period" on or
before the date of the Effective Time to holders of record of shares
of KeyCorp Series B Preferred Stock on such record date, (X) the
Corporation shall not make and shall have no obligation to make the
Series B Transition Period Dividend Payment or any other payment to
the holders of shares of KeyCorp Series B Preferred Stock with respect
to such then current "Dividend Period", (Y) dividends on the 10%
Cumulative Preferred Stock of the Corporation will accrue only from
and after the day immediately following the last day of such then
current "Dividend Period" of the KeyCorp Series B
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Preferred Stock, and (Z) no dividend will accrue or be paid on the 10%
Cumulative Preferred Stock of the Corporation with respect to any
period prior to such date. Each such dividend on the 10% Cumulative
Preferred Stock shall be paid to the holders of record of shares of
the 10% Cumulative Preferred Stock as they appear on the stock
register of the Corporation on such record date, not more than 45
days or less than 14 days preceding the payment date thereof, as
shall be fixed by the Board of Directors. Dividends on account of
arrears for any past Dividend Periods may be declared and paid at
any time, without reference to any regular dividend payment date,
to holders of record on such date, not more than 45 days or less
than 14 days preceding the payment date thereof, as may be fixed
by the Board of Directors.
(b) Dividends payable on shares of the 10% Cumulative Preferred Stock
for any period greater or less than a full Dividend Period, including
the Initial Dividend Period, shall be computed on the basis of a
360-day year consisting of twelve 30-day months. Dividends payable on
shares of the 10% Cumulative Preferred Stock for each full Dividend
Period shall be computed by annualizing the Dividend Rate and dividing
by four.
(c) The Corporation shall not declare or pay or set apart for payment
any dividends on any class of preferred stock ranking, as to
dividends, on a parity with or junior to the 10% Cumulative Preferred
Stock unless full cumulative dividends have been or contemporaneously
are declared and paid, or declared and a sum sufficient for payment
thereof is set apart for payment, for all Dividend Periods terminating
on or prior to the date of payment of any such dividends on such other
classes of preferred stock. When dividends are not paid in full upon
the 10% Cumulative preferred stock and any other class of preferred
stock ranking on a parity therewith as to dividends, all dividends
declared upon shares of the 10% Cumulative Preferred Stock and any
other class of preferred stock ranking on a parity therewith as to
dividends shall be declared pro rata so that the amount of dividends
declared per share on the shares of the 10% Cumulative Preferred Stock
and such other class of preferred stock shall in all cases bear to
each other the same ratio that the accrued dividends per share on the
shares of the 10% Cumulative Preferred Stock and such other class of
preferred stock bear to each other. Except as provided in the
preceding sentence, unless
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full cumulative dividends on the 10% Cumulative Preferred Stock have
been paid for all past Dividend Periods, no dividends (other than in
Common Shares or another stock ranking junior to the 10% Cumulative
Preferred Stock as to dividends and upon liquidation) shall be
declared or paid or set aside for payment nor shall any other
distribution be made upon the Common Shares or on any other stock of
the Corporation ranking junior to or on a parity with the 10%
Cumulative Preferred Stock as to dividends or upon liquidation.
Unless full cumulative dividends on the 10% Cumulative Preferred Stock
have been paid for all past dividend payment periods, no Common Shares
or any other stock of the Corporation ranking junior to or on a parity
with the 10% Cumulative Preferred Stock as to dividends or upon
liquidation shall be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by
the Corporation or any subsidiary, except by conversion into or
exchange for stock of the Corporation ranking junior to the 10%
Cumulative Preferred Stock as to dividends and upon liquidation.
SECTION 3. Liquidation. In the event of any
voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation, the holders of shares of the 10% Cumulative Preferred Stock are
entitled to receive out of the assets of the Corporation available for
distribution to shareholders, before any distribution of assets is made to
holders of Common Shares or any other class of stock ranking junior to the 10%
Cumulative Preferred Stock upon liquidation, liquidating distributions in the
amount of $125 per share plus accrued and unpaid dividends. If, upon any
voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation the amounts payable with respect to the 10% Cumulative Preferred
Stock and any other shares of stock of the Corporation ranking as to any such
distribution on a parity with the 10% Cumulative Preferred Stock are not paid
in full, the holders of shares of the 10% Cumulative Preferred Stock and of
such other shares will share ratably in any such distribution of assets of the
Corporation in proportion to the full respective preferential amounts to which
they are entitled. After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of shares of the 10%
Cumulative Preferred Stock will not be entitled to any further participation in
any distribution of assets by the Corporation.
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SECTION 4. Redemption.
The shares of the 10% Cumulative Preferred Stock are
not redeemable prior to June 30, 1996. On and after such date, the 10%
Cumulative Preferred Stock is redeemable in cash at the option of the
Corporation, in whole or in part, from time to time upon not less than 30 nor
more than 60 days' notice, with the prior approval of the Federal Reserve Board
(if such approval is required), at $125 per share plus all accrued and unpaid
dividends to the date fixed for redemption.
If fewer than all the outstanding shares of the 10%
Cumulative Preferred Stock are to be redeemed, the number of shares to be
redeemed will be determined by the Board of Directors and such shares shall be
redeemed pro rata from the holders of record of such shares in proportion to
the number of such shares held by such holders (with adjustments to avoid
redemption of fractional shares) or by lot in a manner determined by the Board
of Directors.
Notwithstanding the foregoing, if any dividends,
including any accumulation, on the shares of the 10% Cumulative Preferred Stock
are in arrears, no shares of the 10% Cumulative Preferred Stock shall be
redeemed unless all outstanding shares of the 10% Cumulative Preferred Stock
are simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any shares of the 10% Cumulative Preferred Stock; provided,
however, that the foregoing shall not prevent the purchase or acquisition of
shares of the 10% Cumulative Preferred Stock pursuant to a purchase or exchange
offer provided such offer is made on the same terms to all holders of shares of
the 10% Cumulative Preferred Stock.
Notice of redemption shall be given by mailing the
same to each record holder of shares of the 10% Cumulative Preferred Stock to
be redeemed, not less than 30 nor more than 60 days prior to the date fixed for
redemption thereof, to the respective addresses of such holders as the same
shall appear on the stock books of the Corporation. Each notice shall state:
(i) the redemption date; (ii) the number of shares and series of the 10%
Cumulative Preferred Stock to be redeemed; (iii) the redemption price; (iv) the
place or places where certificates for such shares of 10% Cumulative Preferred
Stock are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date. If fewer
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than all the shares of the 10% Cumulative Preferred Stock held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of the 10% Cumulative Preferred Stock to be redeemed from such
holder.
After the date fixed for the redemption of shares of
the 10% Cumulative Preferred Stock by the Corporation, the holders of shares
selected for redemption shall cease to be shareholders with respect to such
shares and shall have no interest in or claim against the Corporation by virtue
thereof and shall have no voting or other rights with respect to such shares,
except the right to receive the moneys payable upon such redemption from the
Corporation, without interest thereon, upon surrender (and endorsement, if
required by the Corporation) of their certificates, and the shares represented
thereby shall no longer be deemed to be outstanding. The Corporation may, at
its option, at any time after a notice of redemption has been given, deposit
the redemption price for the shares of the 10% Cumulative Preferred Stock
designated for redemption and not yet redeemed, plus any accrued and unpaid
dividends thereon to the date fixed for redemption, with the transfer agent or
agents for the 10% Cumulative Preferred Stock, as a trust fund for the benefit
of the holders of the shares of the 10% Cumulative Preferred Stock designated
for redemption. From and after the making of such deposit, the holders of the
shares designated for redemption shall cease to be shareholders with respect to
such shares and shall have no interest in or claim against the Corporation by
virtue thereof and shall have no voting or other rights with respect to such
shares, except the right to receive from such trust fund the moneys payable
upon such redemption, without interest thereon, upon surrender (and
endorsement, if required by the Corporation) of their certificates, and the
shares represented thereby shall no longer be deemed to be outstanding. Any
balance of such moneys remained unclaimed at the end of the five-year period
commencing on the date fixed for redemption shall be repaid to the Corporation
upon its request expressed in a resolution of its Board of Directors.
Any shares of the 10% Cumulative Preferred Stock that
shall at any time have been redeemed shall, after such redemption, be deemed
retired.
SECTION 5. Voting Rights. Except as indicated
below, or except as required by applicable law, the holders of the 10%
Cumulative Preferred Stock shall not
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have any voting powers, either general or special, except that:
(a) if the Corporation shall fail to pay full cumulative dividends on
the shares of the 10% Cumulative Preferred Stock or any other class of
Preferred Stock for six quarterly dividend payment periods, whether or
not consecutive, the number of directors will be increased by two, and
the holders of all outstanding shares of 10% Cumulative Preferred
Stock and all other outstanding classes of Preferred Stock, voting as
a single class without regard to series, will be entitled to elect
such additional two directors until full cumulative dividends for all
past dividend payment periods on all outstanding shares of 10%
Cumulative Preferred Stock and all other classes of Preferred Stock
have been paid or declared and set apart for payment. Such right to
vote separately as a class to elect directors shall, when vested, be
subject, always, to the same provisions for the vesting of such right
to elect directors separately as a class in the case of future
dividend defaults. At any time when such right to elect directors
separately as a class shall have so vested, the Corporation may, and
upon the written request of the holders of record of not less than
twenty percent of the total number of shares of 10% Cumulative
Preferred Stock and all other classes of Preferred Stock of the
Corporation then outstanding shall, call a special meeting of
shareholders for the election of such directors. In the case of such
a written request, such special meeting shall be held within 90 days
after the delivery of such request and, in either case, at the place
and upon the notice provided by law and in the Regulations of the
Corporation, provided that the Corporation shall not be required to
call such a special meeting if such request is received less than 120
days before the date fixed for the next ensuing annual meeting of
shareholders of the Corporation. Directors elected as aforesaid shall
serve until the next annual meeting of shareholders of the Corporation
or until their respective successors shall be elected and qualify.
If, prior to the end of the term of any director elected as aforesaid,
a vacancy in the office of such director shall occur during the
continuance of a default in dividends on the 10% Cumulative Preferred
Stock by reason of death, resignation, or disability, such vacancy
shall be filled for the unexpired term by the appointment by the
remaining director or directors
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elected as aforesaid of a new director for the unexpired term of such
former director,
(b) affirmative vote or consent of the holders of at least two-thirds
of the outstanding shares of the 10% Cumulative Preferred Stock,
voting as a class, will be required for any amendment to the articles
of incorporation that will adversely affect the powers, preferences,
privileges, or rights of the shares of the 10% Cumulative Preferred
Stock, except as set forth below. The affirmative vote or consent of
the holders of at least a majority of the outstanding shares of the
10% Cumulative Preferred Stock and any other class of Preferred Stock
ranking on a parity with the 10% Cumulative Preferred Stock as to
dividends or upon liquidation, voting as a single class, will be
required to issue, authorize, or increase the authorized amount of any
class of shares ranking prior to the 10% Cumulative Preferred Stock as
to dividends or upon liquidation or to issue or authorize any
obligation or security convertible into or evidencing a right to
purchase any such security, but the articles of incorporation may be
amended to increase the number of authorized shares of Preferred Stock
ranking on a parity with or junior to the 10% Cumulative Preferred
Stock or to create another class of preferred stock ranking on a
parity with or junior to the 10% Cumulative Preferred Stock without
the vote of the holders of outstanding shares of the 10% Cumulative
Preferred Stock, and
(c) subject to such affirmative vote or consent of the holders of the
outstanding shares of the 10% Cumulative Preferred Stock, the
Corporation may, by resolution of its Board of Directors or as
otherwise permitted by law, from time to time alter or change the
preferences, rights, or powers of the shares of the 10% Cumulative
Preferred Stock. The holders of shares of the 10% Cumulative
Preferred Stock shall not be entitled to participate in any such vote
if, at or prior to the time when any such alteration or change is to
take effect, provision is made for the redemption of all the shares of
10% Cumulative Preferred Stock at the time outstanding. Nothing in
this section shall be taken to require a class vote or consent in
connection with the authorization, designation, increase, or issuance
of any shares of any class or series that rank junior to or on a
parity with the 10% Cumulative Preferred Stock as to dividends and
liquidation rights or in connection with
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the authorization, designation, increase or issuance of any bonds,
mortgages, debentures, or other obligations of the Corporation.
SECTION 6. Conversion. The shares of the 10%
Cumulative Preferred Stock are not convertible into shares of any other class
or series of the capital stock of the Corporation.
SECTION 7. Preemptive Rights. No holder of 10%
Cumulative Preferred Stock shall be entitled as such as a matter of right to
subscribe for or purchase any part of any issue of shares of the Corporation,
of any class whatsoever, or any part of any issue of securities convertible
into shares of the Corporation, of any class whatsoever, and whether issued for
cash, property, services, or otherwise.
PART B
EXPRESS TERMS OF THE PREFERRED STOCK
SECTION 1. Series.
The Preferred Stock may be issued from time to time
in series. All shares of Preferred Stock shall be of equal rank and the
express terms thereof shall be identical, except in respect of the terms that
may be fixed by the Board of Directors as hereinafter provided, and each share
of each series shall be identical with all other shares of such series, except
that in the case of series on which dividends are cumulative the dates from
which dividends are cumulative may vary to reflect differences in the dates of
issue. Subject to the provisions of Sections 2 through 7, inclusive, of this
Part B, which shall apply to all Preferred Stock, the Board of Directors is
hereby authorized to cause shares of Preferred Stock to be issued in one or
more series and with respect to each such series to fix:
(a) The designation of the series, which may be by distinguishing
number, letter, or title.
(b) The authorized number of shares of the series, which number the
Board of Directors may, except to the extent otherwise provided in the
creation of the series, from time to time, increase or decrease, but
not below the number of shares thereof then outstanding.
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(c) The dividend rate or rates (which may be fixed or adjustable) of
the shares of the series.
(d) The dates on which dividends, if declared, shall be payable and,
in the case of series on which dividends are cumulative, the dates
from which dividends shall be cumulative.
(e) The redemption rights and price or prices, if any, for shares of
the series.
(f) The amount, terms, conditions, and manner of operation of any
retirement or sinking fund to be provided for the purchase or
redemption of shares of the series.
(g) The amounts payable on shares of the series in the event of any
liquidation, dissolution, or winding up of the affairs of the
Corporation.
(h) Whether the shares of the series shall be convertible into Common
Shares or shares of any other series or class, and, if so, the
specification of such other class or series, the conversion price or
prices or rate or rates, any adjustment thereof, and all other terms
and conditions upon which such conversion may be made.
(i) The restrictions, if any, upon the issue of any additional shares
of the same series or of any other class or series.
The Board of Directors is authorized to adopt from
time to time amendments to these articles of incorporation fixing, with respect
to each series, the matters described in Clauses (a) through (i), inclusive, of
this Section 1.
SECTION 2. Voting Rights.
(a) The holders of Preferred Stock shall not be entitled to vote upon
matters presented to the shareholders, except as provided in this
Section 2 or as required by law.
(b) If the Corporation shall fail to pay full cumulative dividends on
any series of Preferred Stock or the 10% Cumulative Preferred Stock
(if then outstanding) for six quarterly dividend payment periods,
whether or not consecutive, the number of
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directors will be increased by two, and the holders of all outstanding
series of Preferred Stock and the 10% Cumulative Preferred Stock,
voting as a single class without regard to series, will be entitled to
elect such additional two directors until full cumulative dividends
for all past dividend payment periods on all series of Preferred Stock
and the 10% Cumulative Preferred Stock have been paid or declared and
set apart for payment. Such right to vote separately as a class to
elect directors shall, when vested, be subject, always, to the same
provisions for the vesting of such right to elect directors separately
as a class in the case of future dividend defaults. At any time when
such right to elect directors separately as a class shall have so
vested, the Corporation may, and upon the written request of the
holders of record of not less than twenty percent of the total number
of shares of the Preferred Stock and 10% Cumulative Preferred Stock of
the Corporation then outstanding shall, call a special meeting of
shareholders for the election of such directors. In the case of such
a written request, such special meeting shall be held within ninety
days after the delivery of such request and, in either case, at the
place and upon the notice provided by law and in the Regulations of
the Corporation, provided that the Corporation shall not be required
to call such a special meeting if such request is received less than
120 days before the date fixed for the next ensuing annual meeting of
shareholders of the Corporation. Directors elected as aforesaid shall
serve until the next annual meeting of shareholders of the Corporation
or until their respective successors shall be elected and qualify.
If, prior to the end of the term of any director elected as aforesaid,
a vacancy in the office of such director shall occur during the
continuance of a default in dividends on any series of Preferred Stock
by reason of death, resignation or disability, such vacancy shall be
filled for the unexpired term by the appointment by the remaining
director or directors elected as aforesaid of a new director for the
unexpired term of such former director.
(c) The affirmative vote or consent of the holders of at least
two-thirds of the then outstanding shares of Preferred Stock, given in
person or by proxy, either in writing or at a meeting called for the
purpose at which the holders of Preferred Stock shall vote separately
as a class, shall be necessary to effect any amendment, alteration or
repeal of any of the
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provisions of these articles of incorporation or the regulations of
the Corporation which would be substantially prejudicial to the voting
powers, rights, or preferences of the holders of Preferred Stock (but
so far as the holders of Preferred Stock are concerned, such action
may be effected with such vote or consent); provided, however, that
neither the amendment of these articles of incorporation to authorize
or to increase the authorized or outstanding number of shares of any
class ranking junior to or on a parity with the Preferred Stock, nor
the amendment of the regulations so as to change the number of
directors of the Corporation shall be deemed to be substantially
prejudicial to the voting powers, rights, or preferences of the
holders of Preferred Stock; and provided further that if such
amendment, alteration, or repeal would be substantially prejudicial to
the rights or preferences of one or more but not all then outstanding
series of Preferred Stock, only the affirmative vote or consent of the
holders of at least two-thirds of the then outstanding shares of the
series so affected shall be required;
(d) The affirmative vote or consent of the holders of at least a
majority of the then outstanding shares of Preferred Stock and, if the
holders of 10% Cumulative Preferred Stock are entitled to vote on such
matter pursuant to Section 5 of Part A of this Article IV, the 10%
Cumulative Preferred Stock, given in person or by proxy, either in
writing or at a meeting called for the purpose at which the holders of
Preferred Stock and, if applicable, 10% Cumulative Preferred Stock
shall vote as a single class shall be necessary to effect any one or
more of the following:
(i) The authorization of, or the increase in the authorized
number of, any shares of any class ranking prior to or on a
parity with the Preferred Stock;
(ii) The purchase or redemption for sinking fund purposes or
otherwise of less than all of the then outstanding Preferred
Stock except in accordance with a purchase offer made to all
holders of record of Preferred Stock, unless all dividends on
all Preferred Stock then outstanding for all previous dividend
periods shall have been declared and paid or funds therefor
set apart and all accrued sinking fund obligations applicable
thereto shall have been complied with; or
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(iii) An increase in the authorized number of shares of
Preferred Stock.
SECTION 3. Preemptive Rights.
No holder of Preferred Stock shall be entitled as
such as a matter of right to subscribe for or purchase any part of any issue of
shares of the Corporation, of any class whatsoever, or any part of any issue of
securities convertible into shares of the Corporation, of any class whatsoever,
and whether issued for cash, property, services or otherwise.
SECTION 4. Definitions.
For the purposes of this Part B:
(a) Whenever reference is made to shares "ranking prior to the
Preferred Stock," such reference shall mean and include all shares of
the Corporation in respect of which the rights of the holders thereof
either as to the payment of dividends or as to distribution in the
event of a liquidation, dissolution or winding up of the Corporation
are given preference over the rights of the holders of Preferred
Stock.
(b) Whenever reference is made to shares "on a parity with the
Preferred Stock," such reference shall mean and include all shares of
the Corporation in respect of which the rights of the holders thereof
as to the payment of dividends or as to distributions in the event of
a liquidation, dissolution, or winding up of the Corporation rank on
an equality or parity with the rights of the holders of Preferred
Stock.
(c) Whenever reference is made to shares "ranking junior to the
Preferred Stock," such reference shall mean and include all shares of
the Corporation in respect of which the rights of the holders thereof
as to the payment of dividends and as to distributions in the event of
a liquidation, dissolution or winding up of the Corporation are junior
or subordinate to the rights of the holders of Preferred Stock.
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PART C
EXPRESS TERMS OF COMMON SHARES
SECTION 1. General.
The holders of Common Shares shall be entitled to one
vote for each Common Share held by them, respectively, on each matter properly
submitted to shareholders for their vote, consent, waiver, release or other
action.
SECTION 2. Preemptive Rights.
No holder of Common Shares shall be entitled as such
as a matter of right to subscribe for or purchase any part of any issue of
shares of the Corporation of any class whatsoever, or any part of any issue of
securities convertible into shares of the Corporation, of any class whatsoever,
and whether issued for cash, property, services, or otherwise.
PART D
CUMULATIVE VOTING
No holder of shares of any class of the Corporation
may cumulate his voting power.
ARTICLE V
PURCHASE OF SHARES
Subject to the provisions of Article IV hereof, the
Corporation, by action of its directors, and without action by its
shareholders, may, from time to time, purchase its own shares of any class in
accordance with the provisions of the Ohio General Corporation Law; and such
purchase may be made either in the open market, or at public or private sales,
in such manner and amounts, from such holder or holders of outstanding shares
of the Corporation and at such price as the directors shall, from time to time,
determine.
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ARTICLE VI
VOTING
Any proposal which, under applicable law, requires the approval of
holders of shares of the Corporation:
(1) to adopt an amendment to these articles of incorporation (which
term includes amended articles of incorporation),
(2) to sell, exchange, transfer, or otherwise dispose of all, or
substantially all, the assets of the Corporation,
(3) to effect a merger or consolidation involving the Corporation,
(4) to effect a combination or majority share acquisition (as such
terms are defined by the laws of the State of Ohio), or
(5) to dissolve, liquidate, or wind up the affairs of the Corporation,
may be authorized and approved by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting power of the Corporation on
such proposal and, if a proposal upon which holders of shares of a particular
class or classes are required to vote separately as a class by other provisions
of these articles of incorporation or law, by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power of
such class or classes, except as otherwise provided in Section 5 of Part A and
Section 2 of Part B of Article IV with respect to the 10% Cumulative Preferred
Stock and the Preferred Stock of the Corporation. Notwithstanding the
foregoing, the provisions of this Article VI shall not reduce the vote of
shareholders required to approve a transaction which requires shareholder
approval under Chapter 1704 of the Ohio Revised Code.
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ARTICLE VII
OPT-OUT OF CONTROL SHARE ACQUISITIONS STATUTE
Section 1701.831 of the Ohio Revised Code shall not
apply to control share acquisitions of shares of the Corporation.
ARTICLE VIII
AMENDED AND RESTATED ARTICLES
These Amended and Restated Articles of Incorporation
of KeyCorp supersede the Amended and Restated Articles of Incorporation
of Society Corporation filed with the Secretary of State of Ohio on September
24, 1993.
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