Welcome to. KeyBank. Your Business Accounts

Transcription

1 SM Welcome to KeyBank Your Business Accounts

2 Welcome to KeyBank As we welcome you to KeyBank, we d like to give you all the information needed to understand our dedication to businesses. Inside, you ll not only find several pages outlining the products and services we offer for your special business needs, but also many answers for those questions or concerns you undoubtedly have. After you ve read through the material, we re certain you ll see the passion we share for business, as well as our commitment to helping you make the best financial decisions for building the future of your company.

3 TABLE OF CONTENTS Table of Contents At a Glance A brief overview of important dates and changes that may affect your accounts...2 Who We Are A national and local portrait of KeyBank and highlights of our commitment to communities. Plus, a detailed listing of Hudson Valley locations to help you find the branch closest to you...6 For Your Business A brief look at a few of our most innovative accounts and services, which are available to help you save time and money...14 Your Accounts Complete details concerning individual accounts, including pricing information, new account names, and terms and conditions that apply to each account...16 Your Questions Find the helpful answers you need to questions about your accounts and the transition from Union State Bank to KeyBank...36 At a Glance Who We Are For Your Business Your Accounts Your Questions 1 SM

4 AT A GLANCE At a Glance We re pleased to welcome you to the Key family. Our dedication to building long-lasting relationships has helped us create a culture that is focused on you and your business. We will strive to provide the banking tools, services and knowledge you need to make financial decisions that will help you, so you can reach the goals you ve set forth for your company whatever they may be. We hope you will turn to us for advice, so you can experience for yourself our ability to create effective, comprehensive solutions for your business. Your New KeyBank Accounts Your current Union State Bank (USB) accounts will transfer automatically to KeyBank effective January 18, Thursday January 17, 2008 USB offices open regular hours; KeyBank branches open regular hours Friday January 18, 2008 All offices open as KeyBank branches Saturday Monday January 19 21, 2008 Former USB branches closed Tuesday January 22, 2008 Regular banking hours resume in all branches. For a complete list of branch hours, visit key.com/unionstate. Please plan ahead for your banking needs during conversion week. Account Numbers and Checks You do not need to reorder new checks. You may continue to use your USB checks. Unless notified otherwise, your new KeyBank checking and savings account numbers will remain the same as your USB account numbers. If you prefer to order KeyBank logo checks you can do so after January 18, 2008, by calling , or by visiting key.com/orderchecks. FDIC Coverage Your deposits will continue to be FDIC-insured to the maximum amount allowable by law. If you maintain accounts with both USB and KeyBank N.A., please be advised of the following FDIC rules: When two or more insured banks merge, the deposits from the assumed bank continue to be insured separately for at least six months after the merger. Certificates of Deposit (CDs) from the assumed bank are separately insured until the earliest maturity date after the end of the six-month grace period. CDs that mature during the six-month period and are renewed for the same term and in the same dollar amount (either with or without accrued interest) continue to be separately insured until the first maturity date after the six-month period. If a CD matures during the six-month grace period and is renewed on any other basis, it will be separately insured only until the end of the sixmonth grace period. For additional information regarding FDIC insurance, please visit fdic.gov. 2

5 AT A GLANCE Direct Deposits and Automatic Payments ATM and Debit Cards Your current direct deposits and automatic payments will continue without interruption. When setting up new direct deposits or automatic payments, use the account and routing number information found on your new KeyBank checks or obtain the information by calling You can find information about how to set up direct deposit and where to locate your account number and routing number on your checks at key.com/directdeposit. ATM Availability USB ATMs will be temporarily unavailable as they are converted from USB ATMs to KeyBank ATMs. To find your nearest KeyBank ATM, use the ATM locator at key.com, or call KEY2YOU. You will be able to use your USB ATM and/ or Check Card up until 8:00 a.m. on Sunday, January 20, If you currently have a Union State Bank (USB) ATM Card, you will receive a KeyBank ATM Card to replace your USB ATM Card. Your new Personal Identification Number (PIN) will be sent in a separate mailing. If you have a Union State Bank (USB) Check Card, you will receive the KeyBank BusinessCard Debit Card to replace your USB Check Card. When you call the 800 number located on the card to activate your KeyBank BusinessCard Debit Card, you will be asked to select your Personal Identification Number (PIN). You will NOT receive a PIN for your KeyBank BusinessCard Debit Card via a separate mailing. You will receive your new card and, if applicable, your KeyBank ATM Card PIN before January 14, Additional information will be provided with your card. Your KeyBank BusinessCard Debit Card can be used for purchases at merchants displaying the MasterCard Debit logo as well as to access your checking account at ATMs. If you do not receive your card or PIN by the dates stated above, please call KEY2YOU. It s important that you destroy all USB ATM and Check Cards on January 20, At a Glance The conversion will begin January 14, 2008, and will be completed by January 18, As each ATM is converted, you will be able to make cash withdrawals. Beginning on January 18, 2008, you will be able to perform all normal ATM transactions. 3

6 AT A GLANCE CD and IRA Rates You will continue to earn the interest rate, which was guaranteed on your fixed-rate CD or IRA when you opened your account, for the remainder of the account term. Upon maturity, CD and IRA accounts will be renewed at the market rates in effect for your term on that date, unless you ve been notified otherwise. More details on CDs and IRAs can be found in the section of this booklet entitled Your Accounts. Fees and Service Charges There may be some changes to the terms and conditions of your accounts. Some fees and charges may decrease, while others may stay the same or increase. In the section of this booklet entitled Your Accounts, we have highlighted how each account works, which includes any fees and/or service charges, as well as changes to the terms and conditions and important provisions in the Deposit Account Agreement and Funds Availability Policy. Monthly Account Statements Your final monthly USB account statement will reflect activity through the end of business on January 17, The next statement you receive will be a KeyBank account statement, which, wherever possible, will contain the same combinations of deposit accounts that you currently have at USB. Your current statement cycles also will remain the same. If you prefer to receive your checks for all of your accounts, on or after January 18, 2008, you can request to have your statement uncombined in order to receive individual statements with your checks or copies of your checks enclosed. Monthly maintenance and activities fees will be waived for your last USB statement and your first KeyBank statement. If a monthly maintenance fee or an activity fee appears on your last USB statement, you will see a refund reversal for the amount of the charge on your first KeyBank statement. For Certificate of Deposit Accounts, you will not receive a stand-alone statement. However, for Certificates of Deposit with terms greater than 13 months, you may request that your Certificate of Deposit account be combined with your KeyBank checking or savings accounts in order to receive a regular combined statement. Credit Cards You may continue to use your existing USB Visa credit card. You will receive additional information about your USB credit card account in the near future. 4

7 AT A GLANCE Overdraft Protection Your USB Business Overdraft Protection account will be converted to a KeyBank Cash Reserve Credit Account. You will receive additional information about any changes in a separate mailing. Home Equity Loans and Lines of Credit, Secured and Unsecured Loans, Installment Loans and Residential First Mortgage Loans, Construction Loans and Land Loans Online Banking If you currently use Online Banking with USB, you will be happy to know that KeyBank also has Online Banking and Bill Pay through key.com. You will receive information about KeyBank s Online Banking before January 18, At a Glance Fixed and variable rate loans and lines of credit will continue under the same interest rates, terms and conditions originally agreed upon. Continue to make payments in the normal manner until you receive new instructions. If your loan payments are automatically deducted from your checking account, this service will continue without interruption. Any change to your loan or line of credit account will be explained in a separate communication. Corporate Cash Management If you currently utilize Cash Management services, you will receive a separate mailing providing detailed information regarding these products and services. You may also receive additional information that may require action for the Cash Management services to continue without interruption. If you currently use Online Banking with USB for your Cash Management services, you will be happy to know that KeyBank also has online commercial banking and Cash Management at key.com/globaltreasury. Group Banking Program If your company participates in Union State Bank s Group Gold program, you will receive information in a separate communication. Interest Rates If you would like to know the rates on your variable interest rate checking or savings accounts, you may call or visit your branch on or after January 18, For questions or assistance Call toll-free Monday through Friday 8:30 a.m. 6:00 p.m. EST. Visit your nearest banking branch. Visit key.com/unionstate, which contains a copy of this package plus other helpful information. 5

8 WHO WE ARE Who We Are Based in Cleveland, KeyCorp (NYSE: KEY) has assets of approximately $97 billion and provides investment management, retail and commercial banking, consumer finance, and investment banking products and services to individuals and companies throughout the United States and internationally. That means KeyBank is able to bring you the resources, strength and stability of one of the nation s largest bank-based financial services companies. Still, being local in the Hudson Valley means we can take the time to build relationships. KeyBank now has over 60 locations in the Hudson Valley, so we re able to be responsive and swiftly address any opportunities that may arise. No other institution can provide our breadth of services including consumer, business, wealth, commercial and national banking all delivered locally. 6

9 WHO WE ARE Key National Footprint MAP KEY: Community Banking offices by region: Northwest Rocky Mountain Great Lakes Northeast National Banking Offices Only Who We Are KeyBank Consumer and Business Banking Serving individuals and small businesses with a wide array of deposit, investment, lending, mortgage and wealth management products and services. Business units include: Retail Banking, Business Banking, Wealth Management, Private Banking, Key Investment Services and KeyBank Mortgage. KeyBank Commercial Banking Serving midsize businesses through a broad range of services, including commercial lending, cash management, equipment leasing, investments, succession planning, capital markets, derivatives and foreign exchange. Key Community Banking Facts Nation s 12th-largest branch network; 53% of Key client households use online banking. Since the inception of its Community Reinvestment Act lending activities, Key has received six consecutive Outstanding ratings for its compliance with the Community Reinvestment Act from the U.S. Office of the Comptroller of the Currency; fewer than 10% of financial institutions in the U.S. are awarded the Outstanding rating. One of the nation s top 10 providers, by total loan balance, of Small Business Administration (SBA) 504 loans. 7

10 WHO WE ARE KeyBank Everywhere KEY NATIONAL BANKING includes corporate and consumer business units that operate from offices within as well as beyond Key s 13-state branch network. Our reach extends to 28 states and 26 countries. Key National Banking includes the following business groups: KeyBank Real Estate Capital is a full-service real estate finance organization operating in 36 major U.S. markets and 20 states. Our professionals provide financial solutions to real estate investment trusts (REITs) and to commercial and residential development, investment and brokerage firms. Financial products and services include interim and construction lending, permanent debt placements, syndications and servicing, project equity, and investment banking products. We deal exclusively with nonowner-occupied properties, typically commercial, multifamily or multitract residential properties. Key National Finance includes the Equipment Finance and Consumer Finance businesses. Our Equipment Finance professionals meet the equipment leasing and financing needs of businesses of all sizes, providing global equipment manufacturers, distributors and resellers with financing options for their clients. Consumer Finance provides federal and private education loans and payment plans for students and their parents; makes marine loans through multiple channels; finances dealer inventories of automobiles, recreation vehicles and watercraft; makes home improvement loans through dealers; and provides payroll solutions for businesses of all sizes. KeyBanc Capital Markets teams provide corporate finance, investment banking and capital markets services to emerging companies and corporations, financial institutions and government entities. Activities include commercial lending, treasury management, mergers and acquisitions, derivatives and foreign exchange, equity and debt underwriting and trading, research, and syndicated finance. Victory Capital Management manages investment portfolios totaling more than $60 billion in assets. Victory s clients include institutions in four primary channels: public plans, Taft-Hartley plans, corporations, and endowments and foundations. Victory also manages investment portfolios in both the retirement and retail channels through wirehouses and broker dealers. Key National Banking Facts Nation s third-largest commercial real estate direct lender (annual financings); fifth-largest servicer of commercial mortgage loans. Ranked second nationally in a number of commercial real estate loan syndications. One of the nation s largest capital providers to the multifamily housing (including FHA, Fannie Mae and Freddie Mac programs) and retail sectors. Nation s third-largest, bank-held equipment financing company (originations). Victory Capital Management ranks among the nation s 100 largest investment managers (assets under management). A-plus ratings for Global Treasury Management wire transfer initiation and processing, balance reporting accuracy and reliability, and depository service processing and reporting. One of the nation s largest bank-based educational lenders and financiers of boats priced at more than $50,

11 WHO WE ARE KeyBank Here KeyBank s beginnings are actually right here in New York. The Key of today has been formed through a fusion of several banking and financial companies. In 1994, two of our most prominent predecessors New York-based KeyCorp and Cleveland-based Society Corporation merged and established headquarters in Cleveland. With our increased presence, Key is now stronger in New York State than ever. That means we ll be able to create and contribute sustained economic growth in even more ways. Through our New York-based business operations, Key will contribute more to local employment and the state s tax base; fund community revitalization programs and business expansion efforts; and contribute financially, and through volunteerism, to nonprofit organizations that help build vibrant communities. Combined, these activities represent a commitment to New York of more than $1.8 billion. Who We Are 9

12 WHO WE ARE A Heart for Hudson Valley Our commitment to Hudson Valley is evident in our involvement in the community as well as in our business dealings. In 2006, Key supported more than 200 Hudson Valley nonprofit organizations through contributions, sponsorships and in-kind gifts, including: Alzheimer s Association American Cancer Society American Heart Association Bardavon Opera House Belleayre Conservatory Boy Scouts of America Hudson Valley Council Children s Village Development Disabilities, Inc. Food Bank of the Hudson Valley Green Chimneys Children s Services Hospice of Orange and Sullivan Counties, Inc. Junior Achievement of Northeastern NY Juvenile Diabetes Research Foundation Marist College Hudson Valley Scholars Martin Luther King Cultural Center Newburgh Performing Arts New Horizon Foundation Occupations Inc. Putnam ARC Rehab Programs Inc. St. Luke s Cornwall Hospital Sullivan ARC Ulster County Habitat for Humanity Ulster-Green ARC Wall Street Jazz Festival, Kingston Westchester Arts Council Winslow Therapeutic Riding Young Adult Institute 10

13 WHO WE ARE Did you know Key operates a customer service center in Buffalo, as well as a major technology center located in Corporate Woods (Albany). Albany is home to the headquarters for KeyBank s Northeast Region. Key employs more than 3,400 professionals throughout the state, with a total annual payroll of approximately $184 million. It maintains 198 bank branches and 284 ATMs within the state. Key paid approximately $4.7 million in 2006 in sales and usage and property taxes in the state of New York. New York counties served by Key s retail-based banking businesses include Albany, Cattaraugus, Cayuga, Chautauqua, Clinton, Columbia, Cortland, Dutchess, Erie, Franklin, Fulton, Genesee, Greene, Jefferson, Lewis, Livingston, Madison, Monroe, Montgomery, Niagara, Oneida, Onondaga, Ontario, Orange, Oswego, Otsego, Putnam, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, St. Lawrence, Sullivan, Ulster, Warren, Wayne and Westchester. Key s roots date back to 1825 and the founding of the Commercial Bank of Albany, NY. The name Key was adopted in 1979 to promote brand recognition and fuel the company s expansion. Who We Are Our New York-based operations include the following broad range of Key units: Key Consumer Banking Key Business Banking Key Commercial Banking Key4Women Key Private Bank Key Community Development Banking Key Investment Services Key Public Sector KeyBanc Capital Markets KeyBank National Association Key Equipment Finance Key Global Treasury Management Key Principal Partners KeyBank Real Estate Capital Key Government Finance Nice to know In March 2005, KeyBank received the Empire Gold Award from the Empire State Certified Development Corporation, an affiliate of the New York Business Development Corporation (NYBDC). This award recognizes banks that participate with NYBDC in more than five Small Business Administration 504 loans during the year. The Key Hudson Valley District received the Diversity in the Workplace Award from the Poughkeepsie Journal for having a workforce that reflects the racial, age and cultural diversity of the community. 11

14 WHO WE ARE Our increased presence in the Hudson Valley makes us one of the region s most convenient banks. We look forward to serving you at any one of our 63 branch locations, online at key.com/unionstate and by phone. Please don t hesitate to contact us. KeyBank N.A Hudson Valley Headquarters One Washington Center Newburgh, NY key.com Counties served: DUTCHESS COUNTY Fishkill 38 Route 9 Suite 26 Fishkill, NY Pawling 3 West Main Street Pawling, NY Poughkeepsie Arlington 830 Main Street Poughkeepsie, NY Route 9 & Spackenkill Rd. Opening Cannon Street Poughkeepsie, NY Poughquag 2600 Route 55 Poughquag, NY Red Hook 28 West Market Street Redhook, NY FAIRFIELD COUNTY Stamford, CT 999 Bedford Street Stamford, CT NEW YORK COUNTY New York City 11 East 22nd Street New York, NY ORANGE COUNTY Chester 74 Brookside Avenue Chester, NY Goshen 50 North Church Street Goshen, NY Middletown 101 Dolson Avenue Middletown, NY Monroe 360 Route 17M Unit 1 Monroe, NY Newburgh Newburgh Main 78 Broadway Newburgh, NY North Plank Road 82 North Plank Road Newburgh, NY Union Avenue 1228 Route 300 Newburgh, NY Scotts Corners 1031 Route 17K Montgomery, NY Vails Gate 366 Windsor Highway New Windsor, NY Warwick 5 Maple Avenue Warwick, NY Washingtonville 26 Brotherhood Plaza Drive Washingtonville, NY PUTNAM COUNTY Mahopac Lake Plaza Shopping Center Route 6 Mahopac, NY ROCKLAND COUNTY Central Nyack 338 Route 59 Hub Shopping Center Central Nyack, NY Haverstraw 1 Broadway Haverstraw, NY Monsey 87 Route 59 Monsey, NY New City 115 South Main Street New City, NY So. Little Tor Road New City, NY Cavalry Drive New City, NY Nanuet 46 College Avenue Nanuet, NY Orangeburg 65 Dutch Hill Road Orangeburg, NY Pearl River 230 N. Middletown Road Pearl River, NY Spring Valley 45 Kennedy Drive Spring Valley, NY North Main St Spring Valley, NY Stony Point 35 South Liberty Drive Route 9W Stony Point, NY Suffern 59 Route 59 Suffern, NY West Haverstraw 3 North Route 9W W. Haverstraw, NY SULLIVAN COUNTY Monticello 418 Broadway Monticello, NY ULSTER COUNTY Hurley 48 Main Street Hurley, NY Kerhonkson 20 Cedar Street Kerhonkson, NY Kingston Kingston-Uptown 267 Wall Street Kingston, NY Ulster 1203 Ulster Avenue Mall Kingston, NY Marlboro 1 Western Avenue Marlboro, NY Modena 2080 Route 32 Modena, NY

15 WHO WE ARE Phoenicia 53 Main Street Phoenicia, NY Saugerties 258 Main Street Saugerties, NY Stone Ridge Route 209 Stone Ridge, NY Wallkill 16 Wallkill Avenue Wallkill, NY WESTCHESTER COUNTY Bedford Hills 299 Bedford Road Bedford Hills, NY Cortlandt Manor 3000 E. Main Street (Route 6) Cortlandt Manor, NY Eastchester 313 Main Street Eastchester, NY Croton On Hudson 428 S. Riverside Avenue Croton on Hudson, NY Mount Kisco 23 South Moger Avenue Mount Kisco, NY New Rochelle 28 LeCount Place New Rochelle, NY North White Plains 76 Virginia Road North White Plains, NY Ossining 88 Croton Avenue Ossining, NY Pound Ridge 56 Westchester Avenue Pound Ridge, NY Rye Brook 800 Westchester Avenue 4th Floor Rye Brook, NY For a complete list of branch hours, visit key.com/unionstate. Tarrytown 131 Central Avenue Tarrytown, NY North Broadway Tarrytown, NY White Plains 188 East Post Road White Plains, NY SULLI V A N Monticello 270 Martine Avenue White Plains, NY Bank Street 27 Bank Street White Plains, NY Phoenicia Monticello Kingston New Paltz Newburgh ORAN G E Vails Gate Middletown Scotts Corners Stony Point West Haverstraw Haverstraw New City Airmont Suffern Spring Valley Central Nyack Nanuet Pearl River Orangeburg KeyBank Branches ULS TER Kerhonkson Goshen Goshen Warwick Union State Bank Branches Planned Locations Hurley Washingtonville Goshen Saugerties Stone Ridge Modena Wallkill Monroe Chester Kingston Marlboro ROCKLA N D Yonkers Highridge Plaza Yonkers, NY Central Park Avenue Yonkers, NY Ulster Newburgh DUCHESS Poughkeepsie Beacon Cortlandt Manor WESTCHESTER Croton On Hudson Mt. Kisco Bedford Ossining Pound Ridge New City White Plains Yonkers New York City North White Plains Stamford White Plains Rye Brook Yonkers Eastchester New Rochelle New York City Red Hook DUTC HESS Poughkeepsie Fishkill Pawling PUTNAM Tarrytown Poughquag Mahopac Mahopac Stamford Who We Are 13

16 FOR YOUR BUSINESS Better Banking We ve already discussed our desire to be proactive about your business opportunities, and that means bringing you the services, technologies and expertise that allow you to capitalize on those opportunities. Here are just a few: Banking Innovations: Remote Deposit With Key Capture, you can make check deposits right from the convenience of your office, whenever it fits your schedule. It s fast, easy, affordable and secure. Payment Processing KeyPay is a secure, Web-based, end-to-end payment processing solution that allows you to accept credit card, debit card and ACH payments. KeyPay is hosted by Key and enables you to monitor, track, manage and reconcile all payment transactions and financial information. Progressive Services: Key4Women Key is dedicated to helping women business owners take advantage of every opportunity available, as well as creating new ones along the way. Through quarterly newsletters and podcasts, Key offers fresh thinking and solutions to help you achieve business goals while balancing your personal goals. Reward Programs KeyBank debit cards can work hard for your business because you enjoy automatic rebates with the MasterCard Easy Savings program. Commercial Credit: Equipment Financing With an equipment portfolio of over $13 billion and 86,000 clients worldwide, Key Equipment Finance offers solutions for a range of industries. Through our dedicated leasing, legal, tax and asset management professionals, we are able to customize our products to best meet your specific business needs. Financing Credit is essential for virtually every business. Key offers valuable strategic financial guidance as well as funding. To facilitate quick turnaround, local underwriters and credit officers have the authority to approve your request. SBA Loans Key is one of the top 10 SBA lenders in the country. Small Business Administration (SBA) guaranteed loan programs help with a full range of small business needs for any industry. An SBA loan can be used to construct new or purchase existing commercial owner-occupied real estate, to expand or modernize facilities, purchase equipment, finance business acquisitions or start-ups, and finance inventory and accounts receivable. Financial Planning: Key Wealth Capabilities We offer comprehensive expertise in financial and estate planning for highly successful individuals. Our team takes a holistic view of your financial picture and works through 13 Wealth Issues we ve identified and how they relate to your business and goals. Our expertise includes investment management, fiduciary administration, customized credit and banking solutions, family philanthropy planning, tax and insurance planning, and personal trust services. 14

17 FOR YOUR BUSINESS For Your Business Now that you ve read all about KeyBank, who we are and what we have to offer, the following section goes into greater detail about specific accounts and their terms. Have questions? Check the end of this booklet for a helpful Questions and Answers section. You can also call our dedicated Customer Service Center at or visit key.com/unionstate for more information. 15

18 YOUR ACCOUNTS A Guide to Your New KeyBank Business Accounts The following sections outline all of the details you need to know about your new KeyBank Account. These changes are subject to KeyCorp s acquisition of Union State Bank. Each product summary contains the new name of your account, as well as pricing information and other terms and conditions that will apply to your former business Union State Bank (USB) account as a result of the conversion. Also enclosed in this packet is the KeyBank National Association Deposit Account Agreement and Funds Availability Policy that will govern your deposit account(s) after conversion. There are changes in the terms and conditions governing your deposit account as described in the KeyBank National Association Deposit Account Agreement and Funds Availability Policy that will be effective on January 18, Please read the entire Deposit Account Agreement and Funds Availability Policy, however some significant changes in the terms and conditions governing your deposit account are: Refer to Section 6. Payment of Items; Overdrafts; Substitute Checks. Refer to the information pertaining to processing of items from highest dollar amount to lowest dollar amount within certain categories based on the time of the transaction, point-of-sale transactions, discretionary payment of items when the Account does not contain sufficient available funds, and the Check Clearing for the 21st Century Act, including your rights as a consumer regarding substitute checks. Changes in the way your transactions will be processed may result in less funds available to pay items presented on the business day of deposit. Please note Section 10. Account Statements; Limitation on Time to Report Forgeries and Errors. The time period provided for you to report a forgery or error after your statement is sent will decrease. This section also includes information pertaining to your review of your statements for accuracy, security of your statement and account number, KeyBank does not manually examine all items, use of facsimile signatures or endorsements and availability of statements in an electronic medium. Refer to Section 25. Arbitration Provision for important information pertaining to KeyBank s Arbitration Provision including your right to reject this Arbitration Provision. Please note Section 26. Applicable Law. This Agreement and all Accounts shall be governed by the laws of the State of Ohio (without regard for conflict of law rules) and applicable federal law, but with respect to all fees and charges related to your Account, federal law alone shall control. Refer to Section 29. Disclosure of Account Information. We may share information within the KeyCorp family of companies as well as with unaffiliated third parties external to Key as described in the Privacy Policy. You specifically consent to us sharing information within the KeyCorp family of companies and with external unaffiliated third parties. You have the right to opt out of information sharing as described in this section and in the Privacy Policy. The KeyBank Funds Availability Policy describes when funds from your cash and check deposits will be available for withdrawal. In most cases, funds from your deposits will be available sooner than compared to your current availability. Our Funds Availability Policy for deposits to all Personal deposit account and specified Business deposit account types described in Section 4. is to make funds from your cash and all local and non-local check deposits available to you on the first business day after the day we receive your deposit. Our Funds Availability Policy for deposits to all other Business deposit account types as stated in Section 5 is to make funds from your cash and most local check deposits available to you on the first business day after the day we receive your deposit. Some local check deposits will not be available until the second business day after the day we receive your deposit. Deposits of non-local checks will be available to you no later than the third business day after the day of your deposit. This Policy applies to all deposit channels. Please refer to the table in the Policy that explains how to determine when check deposits will be available. 16

19 YOUR ACCOUNTS CHECKING ACCOUNTS Keep in mind these important facts about your checking account: You will receive a final checking account statement for your former USB account reflecting activity as of the close of business on January 17, For interest bearing checking accounts interest will be credited through January 17, 2008, and will be reflected on your last USB account statement. The remainder of your interest for the cycle will be credited and reflected on your first KeyBank account statement. The monthly service charges and activity charges will be waived on the final USB statement and on your first KeyBank statement. If a monthly maintenance fee or an activity fee appears on your last USB statement, you will see a refund reversal for the amount of the charge on your first KeyBank Statement. If you currently receive images of the front of your checks with your statement, you will no longer receive an image statement. However, your cancelled checks or copies of your cancelled checks will be returned in your statement. If you have more than one account combined on one statement, you will only receive your cancelled checks or copies of your cancelled checks for the primary account on the statement. If you prefer to receive your checks for all of your accounts, on or after January 18, 2008, you can request to have your statement un-combined in order to receive individual statements with your checks or copies of your checks enclosed. You may continue to use your USB checks. You do not need to reorder new checks. If you prefer to order KeyBank logo checks, you can do so at any KeyBank branch. Your direct deposits and automatic payments will continue without interruption. You will receive information pertaining to your USB Apartment Security, USB Statement Undertaker and USB Down Payment Accounts in a separate mailing. Sweep and Overdraft Protection Transfers from other CHECKING or SAVINGS ACCOUNTS If you currently have a savings account and/or a money market savings account linked to your checking account for the purpose of transferring funds automatically from your savings account or money market savings account to your checking account to cover overdrafts, transactions, or to maintain a specific balance in the checking account, this service will be discontinued after January 17, Please contact your branch if you would like to apply for an overdraft protection line of credit for your checking account or would like more information about KeyBank s account-to-account transfer services. If you currently have a checking account, and/or another savings account or another money market savings account linked to your savings account or money market savings account for the purpose of transferring funds automatically from your checking account, and/or another savings account or another money market savings account to your savings account or money market savings account to cover overdrafts, transactions, or to maintain a specific balance in the savings account or money market savings account, this service will be discontinued after January 17, Account holders with Cash Management Products If you have cash management services, your Account will be renamed Key Business Checking Account. Account holders with Business Banking Advantage accounts, the monthly Maintenance Service Charge will decrease to $ Account holders with Xtra Free Business Checking or Business Checking Account for Club and Associations, the monthly Maintenance Service Charge will increase to $ Account holders of all other products the monthly Maintenance Service charge will remain $ The charge for check(s)/withdrawal(s) paid will increase to $0.17 each. The charge for deposits made will increase to $0.40 each. The charge for local deposited items will increase to $0.11 each, and the charge for foreign deposited items will increase to $0.11 each. You will receive an Earnings Credit Allowance which may be used to offset some or all of the monthly services charges. The Earnings Credit Allowance is calculated on the average positive collected balance (90% of the average positive collected balance) in the Account at the Bank s Earnings Credit Rate. The Earnings Credit Rate may change at any time without Your Accounts 17

20 YOUR ACCOUNTS notice to you and may vary based on the average collected balances held in the Account: Tier I $0.01 $9, Tier II $10,000 $49, Tier III $50,000 $99, Tier IV $100,000 $499, Tier V $500,000 and above If you do not utilize Cash Management services, your Account will not be on analysis but instead you will receive an itemized account statement. For those that utilize Cash Management services (i.e. ACH origination, Online Wire Transfer services), your Account will remain on analysis. You will receive an account statement as well as a separate Account Analysis statement detailing Cash Management service usage and associated charges. The Cash Management specific services and charges will be communicated in a separate mailing, based on the services you currently have. You will also receive additional information that may require action for the Cash Management services to continue without interruption. Account holders with BUSINESS CHECKING ACCOUNTS that are not using Cash Management Products If the balance of your account as of the end of business on January 17, 2008, is $50, or more, your Account will be renamed Key Business Checking Account. The monthly Maintenance Service Charge will remain $ This Account is provided with an Earnings Credit Allowance in order to offset some or all of the monthly service charges. The Earnings Credit Allowance is calculated on 90% of the average daily collected balance in the Account at the Bank s Earnings Credit Rate. The Earnings Credit Rate may change at any time without notice to you and may vary based on the investable balances held in the Account. The charge for each check/withdrawal paid will increase to $0.18. The charge for each deposit made will increase to $0.52. The charge for the first 500 local items deposited during the statement period will increase to $0.15 each while the charge for each local item deposited (in excess of 500) each monthly statement period will decrease to $0.11. The charge for the first 500 foreign items deposited during the statement period will increase to $0.15 each while the charge for each foreign item deposited (in excess of 500) will decrease to $0.12. The charge for ACH items paid and ACH items deposited will decrease to $0.12 each. The FDIC insurance premium is charged on the Average Daily Positive Ledger balance on each Account based on the current bank assessment. The FDIC insurance premium is currently $.009 per $1, but is subject to change without notice. An uncollected funds service charge is computed based on the average daily negative collected balance for any days when the account has a negative collected balance. The Bank s uncollected funds rate is used to calculate the uncollected funds charge. The uncollected funds rate is the Bank s prime rate plus 3%. The prime rate is the rate the Bank designates from time to time as its prime rate and is not necessarily the lowest rate charged to clients. If the balance of your account as of the end of business on January 17, 2008, is less than $50,000.00, your Account will be renamed Key Business Reward Checking Account. The monthly Maintenance Service Charge will remain $ The monthly Maintenance Service Charge can be avoided if any of the following requirements are met: The Average Ledger Balance in your Key Business Reward Checking Account was $5, or more during the monthly statement period. The combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Major Saver Money Market Savings, Key Business Silver Money Market Savings, Key Business Premier Money Market Savings, Key Business Platinum Money Market Savings, Key Business Optimum Money Market Savings, Key Business Ultra Money Market Savings, Key Business Signature Money Market Savings Accounts, and Business Certificates of Deposit Accounts was $15, or more two business days prior to your Business Reward Checking Account statement cycle date. 18

21 YOUR ACCOUNTS If you had another account that was converted to a Key Business Reward Checking Account at any time or this account was opened prior to June 17, 2005, and you pre-arrange with the Bank under the Bank s Relationship Pricing Service to have this account and any other accounts linked to it and the combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Silver Money Market Savings, Key Business Premier Money Market Savings, Key Business Platinum Money Market Savings, Key Business Optimum Money Market Savings, Key Business Ultra Money Market Savings, Key Business Signature Money Market Savings Accounts and Business Certificates of Deposit Accounts was $15, or more two business days prior to your Business Reward Checking Account statement cycle date. You will no longer be charged separate fees for checks/withdrawals paid, deposits made or items deposited. Instead, your Account will be charged $0.25 each for any combination of Check(s)/ Withdrawal(s) Paid and/or Deposited Item(s) in excess of 500 during the monthly statement period. There will no longer be a charge for ACH items. The Key Business Reward Checking Account entitles you to special benefits such as discounts on banking services and, subject to credit approval, flexible credit products. Account holders with BUSINESS CHECKING ACCOUNT for Club and Associations that are not using Cash Management Products If the balance of your account as of the end of business on January 17, 2008, is $50, or more, your Account will be renamed Key Business Checking Account. The monthly Maintenance Service Charge will increase to $ This Account is provided with an Earnings Credit Allowance in order to offset some or all of the monthly service charges. The Earnings Credit Allowance is calculated on 90% of the average daily collected balance in the Account at the Bank s Earnings Credit Rate. The Earnings Credit Rate may change at any time without notice to you and may vary based on the investable balances held in the Account. The charge for each check/withdrawal paid will increase to $0.18. The charge for each deposit made will increase to $0.52. The charge for the first 500 local items deposited during the statement period will increase to $0.15 each while the charge for each local item deposited (in excess of 500) each monthly statement period will decrease to $0.11. The charge for the first 500 foreign items deposited during the statement period will increase to $0.15 each while the charge for each foreign item deposited (in excess of 500) will decrease to $0.12. The charge for ACH items paid and ACH items deposited will decrease to $0.12 each. The FDIC insurance premium is charged on the Average Daily Positive Ledger balance on each Account based on the current bank assessment. The FDIC insurance premium is currently $.009 per $1, but is subject to change without notice. An uncollected funds service charge is computed based on the average daily negative collected balance for any days when the account has a negative collected balance. The Bank s uncollected funds rate is used to calculate the uncollected funds charge. The uncollected funds rate is the Bank s prime rate plus 3%. The prime rate is the rate the Bank designates from time to time as its prime rate and is not necessarily the lowest rate charged to clients. If the balance of your account as of the end of business on January 17, 2008, is less than $50,000.00, your Account will be renamed Key Business Free Checking Account. There is no monthly Maintenance Service Charge for this account. You will no longer be charged separate fees for checks/withdrawals paid, deposits made or items deposited. Instead, your Account will be charged $0.25 each for any combination of Check(s)/ Withdrawal(s) Paid and/or Deposited Item(s) in excess of 200 during the monthly statement period. There will no longer be a charge for ACH items. Your Accounts 19

22 YOUR ACCOUNTS Account holders with BUSINESS BANKING ADVANTAGE Your Account will be renamed Key Business Reward Checking Account. The monthly Maintenance Service Charge will decrease to $ The Average Ledger Balance required to avoid the monthly Maintenance Service Charge will decrease to $5, The monthly Maintenance Service Charge for a Key Business Reward Checking Account can be avoided if any of the following balance requirements are met: The Average Ledger Balance in your Key Business Reward Checking Account was $5, or more during the monthly statement period. The combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Major Saver Money Market Savings, Key Business Silver Money Market Savings, Key Business Premier Money Market Savings, Key Business Platinum Money Market Savings, Key Business Optimum Money Market Savings, Key Business Ultra Money Market Savings, Key Business Signature Money Market Savings Accounts and Business Certificates of Deposit Accounts was $15, or more two business days prior to your Business Reward Checking Account statement cycle date. If you had another account that was converted to a Key Business Reward Checking Account at any time or this account was opened prior to June 17, 2005, and you pre-arrange with the Bank under the Bank s Relationship Pricing Service to have this account and any other accounts linked to it and the combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Silver Money Market Savings, Key Business Premier Money Market Savings, Key Business Platinum Money Market Savings, Key Business Optimum Money Market Savings, Key Business Ultra Money Market Savings, Key Business Signature Money Market Savings Accounts and Business Certificates of Deposit Accounts was $15, or more two business days prior to your Business Reward Checking Account statement cycle date. You will no longer receive 150 checks paid and 150 checks deposited at no charge. Instead your Account will be charged $0.25 each for any combination of Check(s)/Withdrawal(s) Paid and/or Deposited Item(s) in excess of 500 during the monthly statement period. The amount of this per-item charge remains the same. The Key Business Reward Checking Account entitles you to special benefits such as discounts on banking services and, subject to credit approval, flexible credit products. BUSINESS BANKING ADVANTAGE PROGRAM benefits offered through Generations Gold. Until further notice your existing benefits will remain unchanged with the exception that starting January 18, 2008, no new enrollments will be accepted into the program. Account holders with XTRA FREE BUSINESS CHECKING or REG D NON-INTEREST BUSINESS CHECKING Your Account will be renamed Key Business Free Checking Account. There is no Monthly Maintenance Service Charge for this account. You will no longer receive 150 checks paid and 150 checks deposited at no charge. Instead your Account will be charged $0.25 each for any combination of Check(s)/Withdrawal(s) Paid and/or Deposited Item(s) in excess of 200 during the monthly statement period. The amount of this per-item charge remains the same. Account holders with CHECKS PAID 150 Your Account will be renamed Key Business Reward Checking Account. The monthly Maintenance Service Charge of $15.00 will remain the same. The Average Ledger Balance required to avoid the monthly Maintenance Service Charge will decrease to $5, The Average Ledger Balance in linked accounts required to avoid the monthly Maintenance Service Charge will decrease to $15, The monthly Maintenance Service Charge for a Key Business Reward Checking Account can be avoided if any of the following balance requirements are met: 20

23 YOUR ACCOUNTS The Average Ledger Balance in your Key Business Reward Checking Account was $5, or more during the monthly statement period. The Key Business Reward Checking Account entitles you to special benefits such as discounts on banking services and, subject to credit approval, flexible credit products. The combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Major Saver Money Market Savings, Key Business Silver Money Market Savings, Key Business Premier Money Market Savings, Key Business Platinum Money Market Savings, Key Business Optimum Money Market Savings, Key Business Ultra Money Market Savings, Key Business Signature Money Market Savings Accounts and Business Certificates of Deposit Accounts was $15, or more two business days prior to your Business Reward Checking Account statement cycle date. If you had another account that was converted to a Key Business Reward Checking Account at any time or this account was opened prior to June 17, 2005, and you pre-arrange with the Bank under the Bank s Relationship Pricing Service to have this account and any other accounts linked to it and the combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Silver Money Market Savings, Key Business Premier Money Market Savings, Key Business Platinum Money Market Savings, Key Business Optimum Money Market Savings, Key Business Ultra Money Market Savings, Key Business Signature Money Market Savings Accounts and Business Certificates of Deposit Accounts was $15, or more two business days prior to your Business Reward Checking Account statement cycle date. You will no longer receive 150 checks paid and 50 checks deposited at no charge. Instead your Account will be charged $0.25 each for any combination of Check(s)/Withdrawal(s) Paid and/or Deposited Item(s) in excess of 500 during the monthly statement period. The amount of this per item charge remains the same. Account holders with DEPOSITED CHECKS 150 Your Account will be renamed Key Business Reward Checking Account. The monthly Maintenance Service Charge of $15.00 will remain the same. The Average Ledger Balance required to avoid the monthly Maintenance Service Charge will decrease to $5, The Average Ledger Balance in linked accounts required to avoid the monthly Maintenance Service Charge will decrease to $15, The monthly Maintenance Service Charge for a Key Business Reward Checking Account can be avoided if any of the following balance requirements are met: The Average Ledger Balance in your Business Reward Checking Account was $5, or more during the monthly statement period. The combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Major Saver Money Market Savings, Key Business Silver Money Market Savings, Key Business Premier Money Market Savings, Key Business Platinum Money Market Savings, Key Business Optimum Money Market Savings, Key Business Ultra Money Market Savings, Key Business Signature Money Market Savings Accounts and Business Certificates of Deposit Accounts was $15, or more two business days prior to your Business Reward Checking Account statement cycle date. If you had another account that was converted to a Key Business Reward Checking Account at any time or this account was opened prior to June 17, 2005, and you pre-arrange with the Bank under the Bank s Relationship Pricing Service to have this account and any other accounts linked to it and the combined cycle to date Average Ledger Balance in any combination of Key Business Reward Checking, Key Business Free Checking, Key Business Checking, Key Business Money Market Checking, Key Business Sweep Checking, Key Business Saver, Key Business Your Accounts 21