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Exhibit 3
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
The authorized number of shares of the Corporation is
1,425,000,000, of which 25,000,000 shall be shares of preferred stock, with a
par value of $1 each, as described in Part A of this Article IV (hereinafter
called "Preferred Stock"), and 1,400,000,000 shall be Common Shares, with a par
value of $1 each, as described in Part B of this Article IV (hereinafter called
"Common Shares").
The express terms of each class are as follows:
PART A
EXPRESS TERMS OF THE PREFERRED STOCK
SECTION 1. Series.
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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 4, inclusive, of this Part A, 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.
(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.
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(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.
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(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 dividends on any series
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 series 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 series of Preferred Stock have
been paid or declared and set apart for payment and non-cumulative
dividends have been paid regularly for at least one full year. 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 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
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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 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 any such
amendment referred to in this proviso may be made without the vote or
consent of the holders of the 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, the affirmative vote or
consent of the holders of at least two-thirds of the then outstanding
shares of the series so affected shall also be required.
(d) 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 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 the Preferred
Stock; or
(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.
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SECTION 3. Preemptive Rights.
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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.
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For the purposes of this Part A:
(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.
PART B
EXPRESS TERMS OF COMMON SHARES
SECTION 1. General.
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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.
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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
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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 C
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.
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
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holders of shares entitling them to exercise a majority of the voting power of
such class or classes, except as otherwise provided in Section 2 of Part A of
Article IV with respect to 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.
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 KeyCorp filed
with the Secretary of State of Ohio on March 4, 1998, as amended.