Welcome to KeyBank to KeyBank As we welcome you to KeyBank, we’d like to give you all the...

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Welcome to

KeyBank

Your Business Accounts

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.

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T A B L E O F C O N T E N T S

Table of Contents

At a Glance A brief overview of important dates and changes that may affect your accounts .................2

Who We AreA 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 BusinessA 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 QuestionsFind the helpful answers you need to questions about your accounts and the transition from Union State Bank to KeyBank ..........................................................................36

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A T A G L A N C E

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

1-800-503-2345, 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 six-

month grace period.

For additional information regarding FDIC insurance, please visit fdic.gov.

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, 2008.

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.

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A T A G L A N C E

Direct Deposits and Automatic Payments

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 1-800-539-6125. 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 1-800-KEY2YOU®.

•The conversion will begin January 14, 2008,

and will be completed by January 18, 2008.

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.

ATM and Debit Cards

You will be able to use your USB ATM and/or Check Card up until 8:00 a.m. on Sunday, January 20, 2008.

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, 2008. 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 1-800-KEY2YOU.

It’s important that you destroy all USB ATM and

Check Cards on January 20, 2008.

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A T A G L A N C E

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.”

Monthly Account Statements

•Your final monthly USB account statement will

reflect activity through the end of business on

January 17, 2008.

•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.

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.

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A T A G L A N C E

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

•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 1-800-539-6125 or visit your branch on or after

January 18, 2008.

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, 2008.

For questions or assistance

•Call toll-free 1-800-539-6125

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.

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W H O W E A R E

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.

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W H O W E A R E

MAP KEY: Community Banking offices by region:

Northwest

Rocky Mountain

Great Lakes

Northeast

National Banking Offices Only

Key National Footprint

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.

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W H O W E A R E

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.

KeyBank Everywhere

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 $50,000.00.

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W H O W E A R E

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.

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W H O W E A R E

• 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

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:

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W H O W E A R E

•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.

Did you know…

•Key Consumer Banking

•Key Business Banking

•Key Commercial Banking

•Key4Women®

•Key Private Bank

•Key Community Development Banking

•Key Investment Services

•Key Government Finance

•Key Public Sector

•KeyBanc Capital Markets

•KeyBank National Association

•Key Equipment Finance

•Key Global Treasury Management

•Key Principal Partners

•KeyBank Real Estate Capital®

Our New York-based operations include the following broad range of Key units:

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.

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W H O W E A R E

KeyBank N.A Hudson Valley Headquarters One Washington Center Newburgh, NY 12550 845-563-5190 key.com

Counties served:

DUTCHESS COUNTY

Fishkill 38 Route 9 Suite 26 Fishkill, NY 12524 845-897-5130

Pawling 3 West Main Street Pawling, NY 12564 845-855-1500

Poughkeepsie• Arlington

830 Main Street Poughkeepsie, NY 12603 845-471-6010

• Route 9 & Spackenkill Rd. Opening 2008

• 20 Cannon Street Poughkeepsie, NY 12601 845-473-4610

Poughquag 2600 Route 55 Poughquag, NY 12570 845-724-3600

Red Hook 28 West Market Street Redhook, NY 12571 845-758-2311

FAIRFIELD COUNTY

Stamford, CT 999 Bedford Street Stamford, CT 06905 1-800-616-3491

NEW YORK COUNTY

New York City 11 East 22nd Street New York, NY 10010 1-800-616-3491

ORANGE COUNTY

Chester 74 Brookside Avenue Chester, NY 10918 845-469-9126

Goshen 50 North Church Street Goshen, NY 10924 845-365-4811

Middletown 101 Dolson Avenue Middletown, NY 10940 845-343-1433

Monroe 360 Route 17M Unit 1 Monroe, NY 10950 845-365-4811

Newburgh• Newburgh Main

78 Broadway Newburgh, NY 12550 845-561-2700

• North Plank Road 82 North Plank Road Newburgh, NY 12550 845-561-1680

• Union Avenue 1228 Route 300 Newburgh, NY 12550 845-564-0990

Scotts Corners 1031 Route 17K Montgomery, NY 12549 845-457-5591

Vails Gate 366 Windsor Highway New Windsor, NY 12584 845-565-3500

Warwick 5 Maple Avenue Warwick, NY 10990 845-986-2251

Washingtonville 26 Brotherhood Plaza Drive Washingtonville, NY 10992 845-365-4811

PUTNAM COUNTY

Mahopac Lake Plaza Shopping Center Route 6 Mahopac, NY 10541 845-628-5800

ROCKLAND COUNTY

Central Nyack 338 Route 59 Hub Shopping Center Central Nyack, NY 10960 845-365-4811

Haverstraw 1 Broadway Haverstraw, NY 10927 845-365-4811

Monsey 87 Route 59 Monsey, NY 10952 845-365-4811

New City• 115 South Main Street

New City, NY 10956 845-365-4811

• 270 So. Little Tor Road New City, NY 10956 845-365-4811

• 3 Cavalry Drive New City, NY 10956 845-634-4928

Nanuet 46 College Avenue Nanuet, NY 10954 845-365-4811

Orangeburg 65 Dutch Hill Road Orangeburg, NY 10962 845-365-4811

Pearl River 230 N. Middletown Road Pearl River, NY 10965 845-365-4811

Spring Valley• 45 Kennedy Drive

Spring Valley, NY 10977 845-365-4811

• 4 North Main St Spring Valley, NY 10977 845-365-4811

Stony Point 35 South Liberty Drive Route 9W Stony Point, NY 10980 845-365-4811

Suffern 59 Route 59 Suffern, NY 10901 845-365-4811

West Haverstraw 3 North Route 9W W. Haverstraw, NY 10993 845-365-4811

SULLIVAN COUNTY

Monticello 418 Broadway Monticello, NY 12701 845-794-8200

ULSTER COUNTY

Hurley 48 Main Street Hurley, NY 12443 845-338-3380

Kerhonkson 20 Cedar Street Kerhonkson, NY 12446 845-626-2121

Kingston• Kingston-Uptown

267 Wall Street Kingston, NY 12401 845-331-0207

• Ulster 1203 Ulster Avenue Mall Kingston, NY 12401 845-336-5420

Marlboro 1 Western Avenue Marlboro, NY 12542 845-236-4211

Modena 2080 Route 32 Modena, NY 12548 845-883-7322

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.

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W H O W E A R E

Phoenicia 53 Main Street Phoenicia, NY 12464 845-688-7000

Saugerties 258 Main Street Saugerties, NY 12477 845-246-2844

Stone Ridge Route 209 Stone Ridge, NY 12484 845-687-0001

Wallkill 16 Wallkill Avenue Wallkill, NY 12589 845-895-2011

WESTCHESTER COUNTY

Bedford Hills 299 Bedford Road Bedford Hills, NY 10507 1-800-616-3491

Cortlandt Manor 3000 E. Main Street (Route 6) Cortlandt Manor, NY 10567 1-800-616-3491

Eastchester 313 Main Street Eastchester, NY 10709 1-800-616-3491

Croton On Hudson 428 S. Riverside Avenue Croton on Hudson, NY 10520 1-800-616-3491

Mount Kisco 23 South Moger Avenue Mount Kisco, NY 10549 914-666-8916

New Rochelle 28 LeCount Place New Rochelle, NY 10801 1-800-616-3491

North White Plains 76 Virginia Road North White Plains, NY 10603 1-800-616-3491

Ossining 88 Croton Avenue Ossining, NY 10562 1-800-616-3491

Pound Ridge 56 Westchester Avenue Pound Ridge, NY 10576 914-764-4041

Rye Brook 800 Westchester Avenue 4th Floor Rye Brook, NY 10573 1-800-616-3491

Tarrytown• 131 Central Avenue

Tarrytown, NY 10591 1-800-616-3491

• 75 North Broadway Tarrytown, NY 10591 1-800-616-3491

White Plains• 188 East Post Road

White Plains, NY 10601 914-761-8500

• 270 Martine Avenue White Plains, NY 10601 1-800-616-3491

• Bank Street 27 Bank Street White Plains, NY 10606 914-461-3011

Yonkers• Highridge Plaza

Yonkers, NY 10710 1-800-616-3491

• 2500 Central Park Avenue Yonkers, NY 10710 1-800-616-3491

D U C H E S S

W E S T C H E S T E R

O R A N G E

R O C K L A N D

Kingston

New Paltz

Beacon

Newburgh

New City

New York City

Poughkeepsie

Stamford

Washingtonville

Goshen

Monroe

Cortlandt Manor

Croton On Hudson

Ossining

Stamford

White Plains

Yonkers

Bedford

North White Plains

White PlainsRye Brook

EastchesterNew Rochelle

Yonkers

New York City

P U T N A M

U L S T E R

S U L L I V A ND U T C H E S S

GoshenMahopac

MonticelloMonticello

Fishkill

Pawling

Poughkeepsie

Poughquag

Red Hook

Mahopac

Mt. KiscoPound Ridge

Chester

Goshen

Middletown Scotts Corners

Newburgh

Vails Gate

Warwick

Hurley

Kerhonkson

Kingston

Marlboro

Modena

PhoeniciaSaugerties

Stone Ridge

Wallkill

Ulster

Tarrytown

Stony PointWest HaverstrawHaverstrawNew CityAirmontSuffernSpring ValleyCentral NyackNanuetPearl RiverOrangeburg

KeyBank Branches

Union State Bank Branches

Planned Locations

For a complete list of branch hours, visit key.com/unionstate.

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F O R Y O U R B U S I N E S S

Better BankingWe’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 DepositWith 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 ProgramsKeyBank debit cards can work hard for your business because you enjoy automatic rebates with the MasterCard® Easy Savings™ program.

Commercial Credit:

Equipment FinancingWith 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.

FinancingCredit 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 LoansKey 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 CapabilitiesWe 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.

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F O R Y O U R B U S I N E S S

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 1-800-539-6125 or visit key.com/unionstate for more information.

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Y O U R A C C O U N T S

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, 2008. 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.

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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, 2008. 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, 2008. 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, 2008.

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 $15.00. Account holders with Xtra Free Business Checking or Business Checking Account for Club and Associations, the monthly Maintenance Service Charge will increase to $15.00. Account holders of all other products the monthly Maintenance Service charge will remain $15.00. 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

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notice to you and may vary based on the average collected balances held in the Account:

Tier I $0.01–$9,999.99Tier II $10,000–$49,999.99Tier III $50,000–$99,999.99Tier IV $100,000–$499,999.99Tier 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 $50,000.00 or more, your Account will be renamed Key Business Checking Account. The monthly Maintenance Service Charge will remain $15.00. 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 $1,000.00 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 $15.00. 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 $5,000.00 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 $15,000.00 or more two business days prior to your Business Reward Checking Account statement cycle date.

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•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 $15,000.00 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 $50,000.00 or more, your Account will be renamed Key Business Checking Account. The monthly Maintenance Service Charge will increase to $15.00. 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 $1,000.00 but is subject to change without notice.


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.

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Account holders with BUSINESS BANKING ADVANTAGE

Your Account will be renamed Key Business Reward Checking Account. The monthly Maintenance Service Charge will decrease to $15.00. The Average Ledger Balance required to avoid the monthly Maintenance Service Charge will decrease to $5,000.00. 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 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 $15,000.00 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 $15,000.00 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.


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 $5,000.00. The Average Ledger Balance in linked accounts required to avoid the monthly Maintenance Service Charge will decrease to $15,000.00. The monthly Maintenance Service Charge for a Key Business Reward Checking Account can be avoided if any of the following balance requirements are met:

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•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 $15,000.00 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 $5,000.00. The Average Ledger Balance in linked accounts required to avoid the monthly Maintenance Service Charge will decrease to $15,000.00. 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 $5,000.00 or more during the monthly statement period.


•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

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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 $15,000.00 or more two business days prior to your Business Reward Checking Account statement cycle date.

You will no longer receive 50 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.


Account holders with IOLA/IOLTA NOW ACCOUNT

Your Account will be renamed IOLA. Interest will be remitted to the IOLA Fund monthly. You will no longer be charged a $35.00 quarterly handling fee (deducted from interest earned). Instead, there will be a monthly administrative service charge of $15.00 that is deducted from the interest earned on the Account before the Bank remits interest to the IOLA fund. If the interest credited for any month is less than $15.00, the charges will equal the interest earned, and the excess will be applied against other Bank remittances to the IOLA fund for that month. Interest rates are variable and subject to change as often as daily at the discretion of the Bank.

PUBLIC CHECKING

Account holders with MUNICIPAL

Your account will be renamed Key Public Checking. This Account will be placed on ANALYSIS. The fees for this Account will be waived through April 30, 2008, after which, your account will be placed on a relationship pricing schedule.

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.

The Overdraft Item Charge and Return Item Charge for this account is $33.00 per item.

Account holders with MUNICIPAL NOW ACCOUNT or MUNICIPAL NOW

Your account will be renamed Key Public Money Market Checking. This Account will be placed on ANALYSIS. The fees for this Account will be waived through April 30, 2008, after which, your account will be placed on a relationship pricing schedule.

The interest rate on a Key Public Money Market Checking is computed on your Collected Balance. The interest rates for all tiers are variable and subject to change as often as daily at the discretion of the Bank. It is important to note that there could be more than one interest rate balance tier earning interest at the same interest rate. Interest will be compounded daily and credited monthly, based on the following tiers:

Tier I Interest Rate $0.01–$2,499.99 Tier II Interest Rate $2,500–$4,999.99 Tier III Interest Rate $5,000–$9,999.99 Tier IV Interest Rate $10,000–$24,999.99 Tier V Interest Rate $25,000–$49,999.99 Tier VI Interest Rate $50,000–$99,999.99 Tier VII Interest Rate $100,000–$249,999.99 Tier VIII Interest Rate $250,000–$499,999.99 Tier IX Interest Rate $500,000–$999,999.99Tier X Interest Rate $1,000,000 and above


The Overdraft Item Charge and Return Item Charge for this account is $33.00 per item.

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SAVINGS ACCOUNTS

Keep in mind these important facts about your savings account:

You will receive a final savings account statement for your former Union State Bank account reflecting activity as of the close of business on January 17, 2008. Interest will be credited through January 17, 2008, and will be reflected on your last Union State Bank 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 Union State Bank 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 have check writing capabilities on your Union State Bank Money Market Savings accounts, you may continue to use your Union State Bank 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.

Savings Accounts (all types) are subject to withdrawal and transfer limitations. There are no restrictions on the number of withdrawals paid from a savings account directly to you. However, you may make only six transfers and/or payments to another Account of yours with us or to a third party each monthly period. The six transfers and/or payments may be made by a preauthorized or automatic transfer or telephonic (including data transmission) agreement and no more than three of the transfers may be made by check (if applicable), draft, debit card, or similar order payable to third parties. Automatic deductions will be considered paid in the monthly period they are posted to the Account. See account specific details below for the Excess Withdrawal/Transfer Charge that will apply to these Accounts.

Account holders with NYC CT HIGH YIELD BUSINESS SAVER Your account will be renamed Key Business Saver. The monthly Maintenance Service Charge will

increase to $4.00. To avoid the monthly Maintenance Service Charge you may maintain either a minimum daily Ledger Balance of $300.00 during the monthly statement period or an Average Ledger Balance of $600.00 during the monthly statement period.

The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $5.00 for each transfer or payment over the limits.

Interest is computed on your Collected Balance at the Bank’s Key Business Saver rates. The interest rates for all tiers on a Key Business Saver Account are variable and subject to change as often as daily at the discretion of the Bank. It is important to note that there could be more than one interest rate balance tier earning interest at the same interest rate. Interest will be compounded daily and credited monthly, based on the following tiers:


Account holders with GOLDEN STMT SAVINGS ACCOUNT

Your account will be renamed Key Business Saver. The monthly Maintenance Service Charge will increase to $4.00. The minimum balance required to avoid the monthly maintenance service charge will change from an average daily balance of $500.00 to a daily Ledger Balance of $300.00. You will also be able to avoid the monthly Maintenance Service Charge by maintaining a monthly Average Ledger Balance of $600.00.

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The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $5.00 for each transfer or payment over the limits.



Account holders with USB LIQUID GOLD

Your account will be renamed Key Business Saver. The monthly Maintenance Service Charge will decrease to $4.00. The minimum balance required to avoid the monthly Maintenance Service Charge will change from an average daily collected balance of $1,000.00 to an Average Ledger Balance of $600.00. You may also avoid the monthly Maintenance Service Charge by maintaining a Daily Ledger Balance of $300.00 during the monthly statement period.

The Excess Withdrawal/Transfer Charge will decrease and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with

us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $5.00 for each transfer or payment over the limits.



Account holders with HIGH YIELD STATEMENT SAVINGS BUSINESS

Your account will be renamed Key Business Saver. The monthly Maintenance Service Charge will decrease to $4.00. The Average Daily Ledger Balance required to avoid the monthly Maintenance Service Charge will decrease to $600.00. You may also avoid the monthly Maintenance Service Charge by maintaining a minimum Daily Ledger Balance of $300.00 during the monthly statement period. The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $5.00 for each

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transfer or payment over the limits.



Account holders with STMT–BUSINESS

Your account will be renamed Key Business Saver. The monthly Maintenance Service Charge will increase to $4.00. The Average Daily Ledger Balance required to avoid the monthly Maintenance Service Charge will increase to $600.00. You may also avoid the monthly Maintenance Service Charge by maintaining a minimum Daily Ledger Balance of $300.00 during the monthly statement period. The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $5.00 for each transfer or payment over the limits.

Interest is computed on your Collected Balance at the Bank’s Key Business Saver rates. The interest rates for all tiers on a Key Business Saver Account are variable and subject to change as often as daily at the discretion of the Bank. It is important to note that there could be more than one interest rate balance

tier earning interest at the same interest rate. Interest will be compounded daily and credited monthly, based on the following tiers:


Account holders with MONEY MARKET PREFERRED BUSINESS

Your account will be renamed Key Business Platinum Money Market Savings Account. There is no Monthly Maintenance Service Charge for this account. The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $15.00 for each transfer or payment over the limits.

Interest rates are variable and subject to change as often as daily at the discretion of the Bank. The interest rate balance tiers will change. Interest will be compounded daily and credited monthly, based on the following tiers:


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Account holders with BETTER MONEY MARKET BUSINESS

Your account will be renamed Key Business Platinum Money Market Savings Account. There is no Monthly Maintenance Service Charge for this account. The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $15.00 for each transfer or payment over the limits.



Account holders with MONEY MARKET BUSINESS

Your account will be renamed Key Institutional Money Market Savings Account. There is no monthly Maintenance Service Charge for this account. The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments

exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $15.00 for each transfer or payment over the limits.


Tier I Interest Rate $0.01–$49,999.99 Tier II Interest Rate $50,000–$99,999.99 Tier III Interest Rate $100,000–$249,999.99 Tier IV Interest Rate $250,000–$499,999.99 Tier V Interest Rate $500,000–$999,999.99Tier VI Interest Rate $1,000,000 and above

Account holders with SIMPLY BETTER MONEY MARKET BUSINESS

Your account will be renamed Key Institutional Money Market Savings Account. There is no monthly Maintenance Service Charge for this account. The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $15.00 for each transfer or payment over the limits.



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Account holders with USB PREMIER NOW ACCOUNT

Your account will be renamed Key Premier Institutional Money Market Savings Account. There is no monthly Maintenance Service Charge for this account. The Excess Withdrawal/Transfer Charge will increase and the transactions will be counted as follows. If the number of checks or debit card transactions payable to third parties exceeds four per monthly period, or if the number of transfers to another account of yours with us and/or payments to third parties exceeds seven per monthly period, or if a combination of checks, debit card transactions, transfers and payments exceeds a total of seven per monthly period your account will be charged an Excess Withdrawal/Transfer Charge of $15.00 for each transfer or payment over the limits.



PUBLIC SAVINGS

Savings Accounts (all types) are subject to withdrawal and transfer limitations. There are no restrictions on the number of withdrawals paid from a savings account directly to you. However, you may make only six transfers and/or payments to another Account of yours with us or to a third party each monthly period. The six transfers and/or payments may be made by a preauthorized or automatic transfer or telephonic (including data transmission) agreement and no more than three of the transfers may be made by check (if applicable), draft, debit card, or similar order payable to third parties. Automatic deductions will be considered paid in the monthly period they are posted to the Account.

Account holders with MONEY MARKET MUNICIPAL

Your account will be renamed Key Public Money Market Savings. The fees for this Account will be waived through August 31, 2008, with the exception of the Overdraft Item Charge and Return Item Charge of $33.00 per item.

The interest rate on a Key Public Money Market Savings Account is variable and subject to change as often as daily at the discretion of the Bank. Your entire collected balance will earn interest at the interest rate associated with the tier level stated below. The interest rate may vary based on Account balance. It is important to note that there could be more than one interest rate balance tier earning interest at the same interest rate. Interest will be compounded daily and credited monthly, based on the following tiers:


Account holders with GOLDEN STATEMENT SAVINGS, LIQUID GOLD MUNI or MUNICIPAL STATEMENT SAVINGS

Your account will be renamed Key Public Saver. The fees for this Account will be waived through August 31, 2008, with the exception of the Overdraft Item Charge and Return Item Charge of $33.00 per item. The interest rate on a Key Public Saver Account is variable and subject to change as often as daily at the discretion of the Bank. Your entire collected balance will earn interest at the interest rate associated with the tier level stated below. The interest rate may vary based on Account balance. It is important to note that there could be more than one interest rate balance tier earning interest at the same interest rate. Interest will be compounded daily and credited monthly, based on the following tiers:

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Certificates of Deposit

On January 18, 2008, Union State Bank (USB) Time Certificates of Deposit will become KeyBank Certificates of Deposit. Your KeyBank Certificate of Deposit will become a “book entry” Account which means the Certificate of Deposit Account is owned by the person(s) shown on KeyBank records. You will be required to present the USB Time Certificate of Deposit in order to make a withdrawal or close the Account. You must notify us at once if your certificate is lost or stolen. At KeyBank’s option, you must give us a bond from a surety company satisfactory to us in an amount not exceeding the balance in the Account, or other satisfactory indemnity, if you close a certificate Account without giving us the certificate.

USB Time Certificates of Deposit with balances of $100,000.00 or greater will be renamed Key Business Jumbo CD. USB Time Certificates of Deposit with terms of six months or greater will be renamed Key Business CD. USB Time Certificates of Deposit with terms of seven days to 179 days will be renamed Key Business Short Term CD. USB Time Certificates of Deposit held by public entities will be renamed Key Public Certificate of Deposit. During your current term there will be no changes to your account other than a possible change in interest payment frequency. For all types of USB Time Certificates of Deposit with monthly, quarterly, semi-annual, or annual interest payment frequencies, interest will continue to be paid based on that frequency and at maturity.

If your last periodic interest payment cycle date does not coincide with your maturity date, interest for the remainder of the term will be paid at maturity. If you receive interest by check or transfer to another account and your last periodic interest payment cycle date is 15 days or less prior to your maturity date your

periodic interest payment will be added to the interest paid at maturity.

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.

For KeyBank Certificate of Deposit accounts with terms 32 days and greater you will receive a maturing Certificate of Deposit account notice prior to your next maturity date. Upon maturity, your automatically renewable KeyBank Certificate of Deposit will renew at a current interest rate in effect on that date. If you have any type of non-automatically renewable Certificate of Deposit account, once the Certificate Account has matured, if you do not renew or reinvest the funds, the funds will cease to earn interest.

The following sections describe the terms and conditions that will go into effect upon maturity/renewal of your KeyBank Certificate of Deposit Account (Certificate Account). Please review these sections and note the changes in the penalties for early withdrawal and payment of interest. The receipt referred to below will be provided if you change the terms of your Certificate Account on the maturity date for seven to 31 day term Certificate Accounts, during the 10 calendar day grace period following maturity on Certificate Accounts with terms of 32 days and greater or, if you open a new Certificate Account.

Interest Rates & Payments

The Interest Rate is the rate in effect on the day the Account is renewed/opened and the Annual Percentage Yield (APY) quoted is the yield which would result if the initial Interest Rate were to remain in effect for an entire year. The APY assumes interest remains on deposit until maturity. A withdrawal of interest (including by check or by deposit to another account) prior to maturity will reduce earnings.

The initial interest rate on a Certificate Account will be in effect for the length of the term of your Account.

A Certificate Account earns interest from the date of deposit to (but not including) the maturity date. If the maturity date shown on the deposit receipt falls on a

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Saturday, Sunday, or a legal holiday, the Certificate Account will be payable on the next bank business day and will earn interest until that day. We use the Daily Balance method to compute interest on Certificate Accounts. This method applies the daily percentage rate to the balance in your Account at the close of business for that day. We compute the daily percentage rate by dividing the interest rate by the actual number of days in the year. Interest begins to accrue on non-cash items (for example, checks) presented to us no later than the business day we receive credit for the deposit.

Interest earned on all Certificate Accounts excluding negotiated Certificate Accounts will be compounded daily. If the Account is a negotiated Certificate Account, the compounding and/or interest payment frequency will be reflected on your receipt.

Interest will be credited as specified in the chart below. Your deposit receipt indicates the option applicable to your Account. Interest will be left in the Account unless you instruct us otherwise. Once credited, interest may be withdrawn from the Account without penalty before the maturity date of the Account.

Interest Payment Options

Early Withdrawal Penalties

You have contracted to keep funds in your Certificate Account on deposit with us until the maturity date. We retain the right to refuse to allow early withdrawal at our discretion. If we allow you to make an early withdrawal (partial or full account closure), the penalties in the table below apply. For a partial early withdrawal from a Certificate Account, if the penalty

exceeds the amount of interest earned to the date of withdrawal, the difference will be taken out of principal. When closing a Certificate Account early, you will not be paid up to the 30 days of accrued but not yet credited interest; if the penalty exceeds the amount of interest credited to the date of withdrawal, the difference will be taken out of principal.

Account Maturity and Automatic Renewal

All Certificate of Deposit accounts will renew automatically unless you specifically request that the Certificate be single maturity. Your Certificate Account will automatically renew at maturity if the automatic renewal provision is checked on your deposit receipt. If the term of your Account is 32 days or greater and it renews automatically, we will notify you before the maturity date. If the term of your Certificate Account is less than 32 days and it renews automatically, a notice will only be provided if there is a change in the terms of your Certificate Account. The Key Business Short Term CD, the Key Business Jumbo CD, and Public CDs will be renewed automatically to the same account type with the same term at the then prevailing interest rate (excluding any premium or special rate we may then be offering for Certificate Accounts of the same type and with the same term), unless you notify us otherwise. A Key Business CD will be renewed automatically to the same account type with the same term at the Key Business CD renewal interest rate (excluding any premium or special rate we may then be offering for a Key Business CD with the same term), unless you notify us otherwise. If upon renewal the balance in your Key Business Jumbo CD is less than $100,000.00, your Certificate Account will convert to a Key Business CD with the same term at the renewal interest rate.

Type ofAccount

PaymentFrequency

Interest Payment Dates

Payment toOther Accounts

Up to 180 Day Certificateof Deposit

At Maturity On yourMaturity Date

Optional for all terms over 31 days

181–364 Dayand 12 MonthCertificate of Deposit

Monthly orat Maturity

Monthly onAnniversaryDate orMaturity Date

Optional

13 –120 MonthCertificate of Deposit

Monthly, Quarterly orAnnually

Monthly onAnniversary Date or Quarter end

Optional

Term of Certificateof Deposit Penalty

7– 31 daysAll simple interest earned with a minimum penalty of seven days’ simple interest

32– 89 days One month’s simple interest

90–359 days Three months’ simple interest

360 days–23 months Six months’ simple interest

24–47 months Nine months’ simple interest

48 months and more 12 months’ simple interest

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If upon renewal the balance in your Key Business CD is $100,000.00 or more, your Certificate Account will convert to a Key Business Jumbo CD with the same term at the renewal interest rate.

If the term of your Certificate Account is 32 days or greater, there is a 10 calendar day grace period after the maturity date. If the term of your Certificate Account is less than 32 days, there is no grace period. You may withdraw your funds in part or in whole, make additional deposits, or change the term of your Certificate Account within the 10 calendar day grace period for Certificate Accounts with terms of 32 days or greater, or on the maturity date for Certificate Accounts with terms less than 32 days. If the tenth day for Certificate Accounts with terms of 32 days or greater is a Saturday, Sunday, or a legal holiday, you have until the last business day before that day to make these changes. If the maturity date for Accounts with terms of less than 32 days is a Saturday, Sunday, or a legal holiday, you have until the next business day after that day to make these changes.

Your Certificate Account will not renew automatically if the automatic renewal provision is not checked on your deposit receipt. If the term of your Certificate Account is 32 days or greater and if your Certificate Account is not one that automatically renews, we will notify you before the maturity date of your Certificate Account and may, at our discretion, give you the option to reinvest the funds in a new Certificate Account. Once the Certificate Account has matured, if it is not renewed or reinvested (within the 10 calendar day grace period for Certificate Accounts with terms of 32 days or greater), it will cease to earn interest and the funds will not be transferred to a savings Account. We will pay the proceeds of the Certificate Account to you or reinvest the proceeds of the Certificate Account in accordance with your instructions.

Any Certificate Account with a term of 32 days or greater that is renewed automatically, or reinvested at your option within 10 days after the maturity date, will earn interest without interruption. Otherwise, no interest will be earned after maturity. Interest credited to the Certificate Account and not withdrawn before renewal or reinvestment will become part of the balance of the Certificate Account at maturity and may not be withdrawn without penalty, except as mentioned above. We reserve the right not

to renew or reinvest a Certificate Account.

RETIREMENT DEPOSIT ACCOUNTS

You will receive information pertaining to your Retirement Deposit Accounts in a separate mailing.

OTHER CHARGES (Charges may vary for Analyzed Accounts)

This section reflects KeyBank fees and charges that may pertain to your Account. As indicated below by a single asterisk (*), in some cases the fee/charge is an increase from the comparable fee/charge at USB. In other cases as indicated with a double asterisk (**), the fee/charge is a new fee/charge. Charges may vary for account holders with accounts on analysis. Please see the information sent to you under a separate cover. Please read this section carefully.

Service Charges in Connection with an Account:

• Abandoned Account Escheat Charge ........$5.00**

• Abandoned Account Notification Charge ................................... Cost of Certified Letter**

•Abandoned Account Publication Charge .................. Varies based on newspaper charge**

•Account Reconciliation Charge ....$25.00 per hour*

•Account Research Charge ............ $25.00 per hour

•Banking Card Charges: There are charges for certain types of Bank Card transactions. Please refer to the Bank’s Small Business Debit Card Cardholder Agreement found in the booklet titled KeyBank Agreements, Disclosures and Privacy Policy for the description and amount of each type of transaction charge.

•Checkbook Reconciliation Charge ................................................$25.00 per hour*

•Charge for Counter Check ............................. $1.00

•Charge for Certified Check(s) (each) ........... $15.00**

•Charge for Handling Legal Process ..........$100.00*

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•Charge for Account Early Close-out (Account closed within 180 days after opening) .........$25.00*

•Charge for Copy of Item(s) for all Business Accounts except Key Business Checking:

Safekeeping: Up to 12 copies of canceled Checks per calendar year ...............................No Charge

Charge for Each Copy in excess of 12 per calendar year ............... $3.00**

Non-safekeeping: Charge for Each Copy of a Check .............. $3.00**

•Charge for Copy of Item(s) for Key Business Checking:

Safekeeping: Up to 24 copies of canceled Checks per calendar year ...No Charge

Charge for Each Copy in excess of 24 per calendar year ............................. $5.00**

Non-safekeeping: Charge for Each Copy of a Check .............................. $5.00**

•Charge for Each Copy of Statement .......... $6.00**

•Charge for Special Statement ................... $6.00

• Chargeback Fee: (for each check deposited to your account that is returned to us unpaid) ...............$10.00 ($8.00 for Key Business Checking)

•Deposited Currency Charge: rate of $0.17 per $100.00 deposited in excess of $5,000.00 per day. (Does not apply to Key Business Reward Checking)**

•Fedwire Service Charge:

Domestic Incoming ...................................$15.00* (Free for Key Business Reward Checking)

Domestic Outgoing ...................................$20.00 (Three free per month for Key Business Reward Checking)

International Incoming ............................ $15.00*

International Outgoing ...........................$35.00

Special Handling for Analyzed Accounts ...$10.00**

•Incoming Wire Transfer Notification Fee: If you have requested that you be notified by phone of incoming wire transfers, each incoming wire transfer charge will be increased by $5.00**

•Night Drop Processing Charge:

Standard Night Drop Bag ....................No Charge

Canvas/Non-Standard Night Drop Bag ....... $6.00*

Hold Bag ............ $7.00** ($6.00 for Key Business Checking)

• Night Drop Deposit Correction.................$3.00**

•Replacement Bag(s) .................................$20.00*

•Charge for Key or Replacement ................$5.00**

•Charge For Zipper Bags ...........................$5.00**

•Night Bag Currency Charge ..................Rate of $0.11** per $100.00 deposited

•Outgoing Currency Strap ........... $0.40 per strap**

• Outgoing Rolled Coin .....................$0.10 per roll*

•Overdraft and Return Item Charges on all Business Accounts except Key Business Checking:

Overdraft Item Charges and Return Item (NSF) Charges will be assessed to your Account according to the tiered transaction limits described below.

We will count each overdraft and returned item over a rolling 12 statement period (current statement period and previous 11 statement periods) to determine the charge to be assessed.

•Overdraft Item Charge and Return Item Charge for Key Business Checking: ..............$33.00*

•Recurring Overdraft Service Charge: In addition to a base overdraft service charge assessed for each item that overdraws your Account, if your Account remains overdrawn for five consecutive business days your Account will be assessed a Recurring Overdraft Service Charge of $28.50** and will be charged $28.50** once every five business days thereafter until your Account balance becomes positive (including the payment of all outstanding fees) or until the Account is closed. (Does not apply to Key Business Checking)

Tier #OD/NSFTransactions

OD/NSFPer Item Charges

1 1–2 $34.00

2 3 and above $38.00

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• Redeposited Item Charge ............................. $5.00**

•Returned Statement Charge: If your statement is returned to the bank due to an incorrect address, your Account will be assessed a $10.00** Returned Statement Charge. For each month that follows (months two through a maximum of 12 consecutive months) where a current address has not been provided, a Statement Information Safekeeping Fee of $10.00** per month will be assessed.

•Stop Payment Charge: For each stop payment or to renew a stop payment on a check/withdrawal for a six month period ...... ........................................................................ $34.00*

To stop payment or to renew a stop payment on a range of checks: (multiple items in sequence) ........................................................... $34.00**

•Telephone Funds Transfer Charge .............$2.50**

•Special Instructions Charge: This monthly charge of $9.00** will apply to any business customer who requests special handling of returned deposited items for Checking and Savings Accounts.

•Safe Deposit Box Rental Charge: Varies based on size of box

•Safe Deposit Lock Replacement: Greater of actual cost or $100.00 plus tax

•Safe Deposit Box Late Charge ......................$5.00 for 30 days or more past due

•Safe Deposit Keys: (non-refundable) .....$10.00 each

•Uncollected Funds Items Charge: Each day items are drawn on uncollected funds $18.50** (Applies only to Key Business Checking)

Cardholders with a UNION STATE BANK ATM CARD or a UNION STATE BANK CHECK CARD

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, 2008. 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.

KeyBank offers you a number of convenient ATM locations which can provide you with KeyBank account access seven days a week and 24 hours a day.

The KeyBank Agreement for Small Business Debit Card and Electronic Funds Transfer Services is in the enclosed KeyBank Agreements, Disclosures and Privacy Policy booklet. This disclosure provides important information about your KeyBank BusinessCard Debit Card, KeyBank ATM Card and other electronic funds transfer services. Please read the entire disclosure, however, we would like to draw your attention to the following sections which include additional terms and conditions: Section 1.(c) Liability for Unauthorized Transfers, Section 3. Identification of Terminals Available to Cardholders, Section 9. Our Liability; Limitation of Our Liability, Section 10. Error Resolution Notice, and Section 11. Other Important Terms.

As reflected in Section 4.(b) Limits on Dollar Amount of Card Transactions, some of the daily withdrawal and purchase limits differ from the USB limits. For a KeyBank ATM Card and a KeyBank BusinessCard Debit Card the Daily ATM withdrawal limit will remain unchanged at $400.00. For a KeyBank BusinessCard Debit Card the Daily POS/PIN Purchase Limit will increase and the Daily POS Purchase Limit will increase. A Daily POS/PIN Purchase Limit will be available for a KeyBank ATM Card. The number of purchases made with a KeyBank BusinessCard Debit Card is limited to 20 per day.

Section 5. Charges for Transactions, Transfers and Other Services describes service charges that may apply. There is no charge for withdrawals, transfers, transactions or balance inquiries made at a KeyBank

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terminal. For each KeyBank ATM Card or KeyBank BusinessCard Debit Card withdrawal, transfer, transaction or balance inquiry made at a non-KeyBank terminal the fee will remain unchanged at $2.00.

Please note Section 7. Types of Available Transfers Initiated Using Telephone Banking and Limits On Them. This section describes the types of transfers that can be initiated using KeyBank’s automated telephone service. If you currently transfer funds, via telephone banking, from your USB business checking or savings account to your USB personal checking or savings account or from your USB personal checking or savings account to your USB business checking or savings account, this service will be discontinued after January 17, 2008. You will still be able to initiate telephone transfers from one personal checking or savings account to another personal checking or savings account or from one business checking or savings account to another business checking or savings account.

SAFE DEPOSIT BOX INFORMATION

If you currently have a safe deposit box at Union State Bank (USB), effective January 18, 2008, the following changes modify the Agreement or Lease that governs your USB safe deposit box.

•KeyBank has the right to move your safe deposit box and its contents to a new location if it should decide to change its business location. KeyBank will send you a written notice by ordinary mail to notify you of any change in location.

•KeyBank may transfer its ownership of the box to another bank or safe deposit box company and will give you 30 days written notice of such action. You may transfer your ownership of a box from one KeyBank branch to another KeyBank branch.

•If you fail to pay your annual rental fee and invoice charge within 10 days of the due date, you will be assessed a $5.00 non-returnable late charge.

•There is a key replacement fee of $20.00 per key.

•The box drilling charge is $200.00.

•If you rent an additional or new safe deposit box, upon the opening of that safe deposit box, you will be assessed a one-time $5.00 set-up fee in addition to the annual rental amount.

COMMERCIAL LINES OF CREDIT, TERM LOAN OR MORTGAGE

Your commercial line of credit or term loan will continue under the same terms and conditions as originally agreed upon. The index that determines the interest rate on your variable rate line or loan will stay the same, and any applicable rate changes will be made in accordance with terms of your agreement. Continue to make payments in the current manner until you begin receiving your monthly statements from KeyBank. If you currently have your loan payment automatically deducted from your checking account, your payment will continue on the same day without interruption. The funds transfer date and payment

amount will not change.

COMMERCIAL AND RESIDENTIAL CONSTRUCTION, OR LAND LOANS

Your construction or land loan will continue the under the same terms and conditions as originally agreed upon. The index that determines the interest rate on your variable rate loan will stay the same, and any applicable rate changes will be made in accordance with terms of your agreement. Continue to make payments in the current manner until you begin receiving your monthly statements from KeyBank.

If you currently have your loan payment automatically deducted from your checking account, your payment will continue on the same day without interruption. The funds transfer date and payment amount will not change.

SMALL BUSINESS ADMINISTRATION (SBA) LOANS

Your SBA loan will continue under the same terms and conditions as originally agreed upon. Any variable rate changes will be made in accordance with the terms of your agreement. Continue to make payments in the current manner until you begin receiving your monthly statement from KeyBank.

If you currently have your loan payment automatically deducted from your checking account, your payment will continue on the same day without interruption. The funds transfer date and payment amount will not change.

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LETTERS OF CREDIT

KeyBank will now service your secured or unsecured standby letter of credit. Any applicable change to your letter of credit account will be explained in a separate mailing.

CREDIT CARDS

You will receive information about your business credit card shortly. Please refer to the important information in that communication for details on any changes to your account.

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Y O U R Q U E S T I O N S

Q: When will my accounts officially transfer to KeyBank accounts?

A: Your current Union State Bank accounts will transfer automatically to KeyBank effective January 18, 2008.

Q: What will happen to my USB account numbers? Will they change?

A: Unless notified otherwise, your new KeyBank checking and savings account numbers will remain the same as your USB account numbers.

Q: May I choose a different type of KeyBank account than the one you’ve selected for me?

A: Yes. Our goal is to place you with the KeyBank account that’s right for you. If you prefer to choose another account you’ve reviewed in this booklet, please visit one of our branches; we’ll be happy to accommodate your request.

Q: May I continue to use my existing checks, or do I need to order new checks from KeyBank?

A: You do not need to reorder new checks. You may continue to use your USB checks. If you prefer to order KeyBank logo checks you can do so after January 18, 2008, by calling 1-800-503-2345 or by visiting key.com/orderchecks.

Q: Will my direct deposit service for automatic payments and transfers continue?

A: 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 1-800-539-6125. You can find information about how to set up direct deposit and where to locate your check’s account number and routing number at key.com/directdeposit.

Q: What will happen to my USB ATM and/or Check Card? Will I receive a new KeyBank card?

A: You will be able to use your USB ATM and/or Check Card up until 8:00 a.m. on Sunday, January 20, 2008.

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, 2008. 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:

1-800-KEY2YOU.

It’s important that you destroy all USB ATM and Check Cards on January 20, 2008.

Q: Do KeyBank’s fees and service charges differ from USB?

A: There may be some changes to the terms and conditions of your accounts. While some fees and charges may decrease, others may stay the same or increase. In this booklet, you’ll find that

Questions? Helpful answers are here.

We’d like to make your transition as smooth as possible. Below you’ll find the answers to many of your questions.

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Y O U R Q U E S T I O N S

we’ve highlighted how each account works, including information on any applicable fees and/or service charges. In addition, we’ve outlined any changes to the terms and conditions, as well as important provisions, in the KeyBank Agreements, Disclosures and Privacy Policy.

Q: How can I find out what the interest rate is on my deposit account?

A: You may call 1-800-539-6125 or visit your branch on or after January 18, 2008.

Q: If I currently bank online with USB, will I be able to do the same with KeyBank?

A: You will be happy to know that KeyBank also has Online Banking services and Bill Pay through key.com. You will receive information about banking online with KeyBank before January 18, 2008.

Q: Will there be a rate change with my USB loan and/or line of credit interest?

A: Your fixed and variable rate loans and lines of credit will continue under the same rate, terms and conditions originally agreed upon. You will receive a separate mailing if there are any changes to your loan or line of credit.

Q: How large is Key’s presence in my area?

A: Right here in the Hudson Valley, we have 63 branches and 84 ATMs available for your business needs. You’ll be able to use KeyBank branches in many more communities—and that adds a lot of convenience. In fact, the USB and KeyBank combination creates one of the largest banks in the area.

Q: How can I expect Key to fulfill my business banking needs?

A: You will be able to take advantage of a variety of new services, such as corporate finance, cash management, investment banking/capital markets, equipment finance and other services designed for small and midsize companies.

Q: Does Key offer private banking services?

A: Yes. If you qualify and are interested in private banking, you now will be able to take advantage of Key’s private banking and investment management services.

Q: Given Key’s size, will it still feel like my community bank?

A: Even though we’re big, we still act like a community bank—just as we always have. Each of our 23 districts runs with a lot of autonomy. That means you won’t see any difference in our service. We’ll be just as fast, efficient and responsive as we always have been.

For additional questions or assistance

•Call toll free 1-800-539-6125 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.

Welcome to KeyBank to KeyBank As we welcome you to KeyBank, we’d like to give you all the...

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