Common use of Compliance with Section 409A of the Internal Revenue Code Clause in Contracts

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is intended that this Award comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).

Compliance with Section 409A of the Internal Revenue Code. To (a) All payments of “nonqualified deferred compensation” (within the extent applicable, it is intended that this Award comply with the provisions meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended ) are intended to comply with the requirements of Section 409A. In particular409A, and shall be interpreted in accordance therewith. No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. (b) Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A). Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.” (c) Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the ParticipantEmployee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee. If this Section 11.11(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service. (d) Notwithstanding anything in Section 11.11(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (e) Section 11.11(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs. (f) With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then notwithstanding an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period. (g) With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit. (h) For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A. (i) If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement. If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect. Notwithstanding anything herein to the contrary, payment will no amendment may be made to this Agreement if it would cause the ParticipantAgreement or any payment hereunder not to be in compliance with Code Section 409A. 2. The Agreement, to the extent necessary to comply with Section 409Aas amended by this Amendment, on the earlier of (a) the Participant’s “separation from service” (determined shall remain in full force and effect in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions thereof. This Amendment may be executed simultaneously in any number of counterparts, each of which shall apply to be deemed an original but all of which together shall constitute one and the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intentsame instrument. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is intended that this Award comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until on the first otherwise scheduled payment date, but shall instead be paid, without interest, on the tenth business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, but solely to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms 409A, and conditions which shall apply to the Participant’s Award if and “Disability” will be treated as such only if the Participant is a would also be considered “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensationdisabled” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A.

Compliance with Section 409A of the Internal Revenue Code. To (a) It is the extent applicableintent of the Holding Company and the Bank that the payments and benefits provided under this Agreement shall be exempt from the application of, it is intended that this Award or otherwise comply with with, the provisions requirements of Section 409A of the Code (“Section 409A”). The Award Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to maximum extent possible. This Agreement shall accordingly be administered construed, administered, and governed in a manner consistent with this that effects such intent, and the Holding Company and the Bank shall not take any provision action that would cause be inconsistent with such intent; provided that in no event shall the Award to fail to satisfy Holding Company or the Bank be responsible for any 409A penalties that arise in connection with any amounts payable under this Agreement. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A shall have no force upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment, or reimbursement under this Agreement, and effect until amended to comply with such benefit, payment or reimbursement is not otherwise exempt from Section 409A. In particular, to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment409A, then notwithstanding anything herein any provision in this Agreement to the contrary, payment will be made to the Participant, to remaining provisions of this Section 10 shall apply. (i) If the extent necessary to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant Executive is a “specified employee,” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply 409A as determined under the Bank’s or Holding Company’s policy for identifying specified employees on the Termination Date, then to the Participant’s Award if and only if extent required in order to comply with Section 409A of the Participant is Code, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification deferral of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and this Appendix A that would otherwise be paid or provided during the first six months following such Termination Date shall be interpreted accumulated through and administered in accordance paid or provided (together with such intent. A. Notwithstanding any other provision of interest on the Award Agreement, if delayed amount at the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in applicable federal rate under Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(37872(f)(2)(A) of the Code in effect on the Termination Date) within 30 days after the first business day following the six (and applicable Treasury Department regulations and 6) month anniversary of such Termination Date (or, if the Executive dies during such six month period, within thirty (30) days after the Executive’s death). (ii) To the extent required to comply with Section 409A Code, any reimbursement of expenses pursuant to this Agreement, that will not be excluded from the Executive’s income when received is subject to the following requirements: (1) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other guidance published thereundercalendar year; (2) for the taxable reimbursement of the eligible expense must be made on or before the last day of the calendar year following the calendar year in which KeyCorp would be entitled the expense was incurred; and (3) the right to deduct the payment of the Performance Shares reimbursement is not subject to liquidation or exchange for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code)another benefit.

Compliance with Section 409A of the Internal Revenue Code. To Notwithstanding anything herein to the contrary: (a) As determined by the Company, to the extent applicableany provision herein constitutes a “nonqualified deferred compensation plan” under Section 409A(d)(1) of the Internal Revenue Code of 1986, it as amended (the “Code”), which provides for the payment of compensation provides to Executive upon his “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and Executive is intended a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any such compensation or benefit otherwise payable to Executive shall be suspended and not be paid to Executive until the date that this Award comply with is six (6) months after the provisions date of his separation from service and any amounts suspended during such six-month period shall be paid once benefits commence. The right to any series of installment payments hereunder shall be treated for purposes of Section 409A of the Code as a right to a series of separate payments. (“Section 409A”). b) The Award shall accordingly be administered in a manner consistent with this intentprovisions herein, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force plans and effect until amended arrangements referenced hereunder, are intended to comply with or be exempt from the applicable requirements of Section 409A. In particular409A of the Code and may be limited, construed and interpreted in accordance with such intent. References in this Agreement to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s “termination of employment, then notwithstanding ” or word to similar effect shall mean a “separation from service” as defined in final regulations promulgated under Section 409A of the Code. Notwithstanding anything herein to the contrary, payment will any provision hereunder that is inconsistent with Section 409A of the Code may be made deemed to the Participant, to the extent necessary be amended to comply with Section 409A409A of the Code and to the extent such provision cannot be amended to comply therewith, on such provision may be null and void. (c) To the earlier extent Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) Executive shall receive such reimbursements and benefits for the period set forth in this Agreement and, if no such period is specified, Executive shall receive such reimbursements and benefits for the term of this Agreement, (aii) the Participant’s “separation from service” (determined amount of such reimbursements and benefits Executive receives in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment one year shall not occur until affect amounts provided in any other year, (iii) such reimbursements must be made by the first business last day of the seventh month year following the date year in which the expense was incurred, and (iv) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. (d) No acceleration of the Participant’s any payment, including separation from service with Keypayments, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only permitted if it also qualifies as a “change such acceleration would result in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Executive being taxed under Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) 409A of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is The RSUs are intended that this Award to comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, ) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Participant’s Date of Grant. The Company reserves the right to receive modify the terms of this Agreement, including, without limitation, the payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein provisions applicable to the contrary, payment will be made to the ParticipantRSUs, to the extent necessary or advisable to comply with Section 409A409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. For purposes of this Agreement, on each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding any provision in the earlier of (a) Plan or this Agreement to the Participant’s “separation from service” (determined in accordance with Section 409A); providedcontrary, however, that if the Participant is a “specified employee” and a payment subject to Section 409A (determined in accordance with KeyCorp’s policies)and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the date of payment shall not occur until the first business day of the seventh month following the date death of the Participant’s separation from service with Key, ). Any payment that would otherwise have been due or (b) owing during such six-month period will be paid immediately following the Participant’s deathend of the six-month period unless another compliant date is specified in the applicable agreement. Further, to If the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as RSUs include a “change in the ownershipseries of installment payments” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp (within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s Award if right to such series of installment payments shall be treated as a right to a series of separate payments and only not as a right to a single payment, and if the Participant is a RSUs include “162(m) Covered Employeedividend equivalents” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of Treas. Reg. § 1.409A-3(e)), the Code, and this Appendix A Participant’s right to such dividend equivalents shall be interpreted and administered in accordance with such intent. A. treated separately from the right to other amounts under the RSUs. Notwithstanding any other provision of the Award AgreementPlan or this Agreement to the contrary, if in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) on account of failure of the Award Agreement. For purposes of the Award AgreementRSUs to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in including, without limitation, under Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A.

Compliance with Section 409A of the Internal Revenue Code. To (a) It is Bank’s intent that the extent applicablepayments and benefits provided under this Agreement shall be exempt from the application of, it is intended that this Award or otherwise comply with with, the provisions requirements of Section 409A of the Code (“Section 409A”) of the Internal Revenue Code (the “Code”). The Award Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to maximum extent possible. This Agreement shall accordingly be administered construed, administered, and governed in a manner consistent with this that effects such intent, and Bank shall not take any provision action that would cause be inconsistent with such intent. Without limiting the Award to fail to satisfy foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A shall have no force and effect until amended upon Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to comply with Section 409A. In particular409A described above applies to a benefit, to the extent that the Participant’s right to receive payment payment, or reimbursement under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employmentthis Agreement, then notwithstanding anything herein any provision in this Agreement to the contrary, payment will be made to the Participantremaining provisions of this Paragraph 20 shall apply. (i) If Executive is a “specified employee,” as determined under Bank’s policy for identifying specified employees on the Date of Termination, then to the extent necessary required in order to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); providedall payments, however, benefits or reimbursements paid or provided under this Agreement that if the Participant is constitute a “specified employee” (determined in accordance with KeyCorp’s policies), the date deferral of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C409A, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six (6) months following such Date of the Code, and this Appendix A Termination shall be interpreted accumulated through and administered in accordance paid or provided (together with such intent. A. Notwithstanding any other provision of interest on the Award Agreement, if delayed amount at the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in applicable federal rate under Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(37872(f)(2)(A) of the Code in effect on the Date of Termination) within 30 days after the first business day following the six (and applicable Treasury Department regulations and 6) month anniversary of such Date of Termination (or, if Executive dies during such six-month period, within thirty (30) days after Executive’s death). (ii) To the extent required to comply with Section 409A, any reimbursement of expenses pursuant to this Agreement, that will not be excluded from Executive’s income when received is subject to the following requirements: (1) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other guidance published thereundercalendar year; (2) for the taxable reimbursement of the eligible expense must be made on or before the last day of the calendar year following the calendar year in which KeyCorp would be entitled the expense was incurred; and (3) the right to deduct the payment of the Performance Shares reimbursement is not subject to liquidation or exchange for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code)another benefit.

Compliance with Section 409A of the Internal Revenue Code. To The intent of the extent applicable, it parties is intended that payments and benefits under this Award agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and, accordingly, to the maximum extent permitted, this agreement shall be interpreted to be in compliance therewith. The Award shall accordingly be administered in a manner consistent If you notify the Company (with this intent, and specificity as to the reason therefor) that you believe that any provision that of this agreement (or of any award of compensation, including equity compensation or benefits) would cause the Award you to fail to satisfy incur any additional tax or interest under Section 409A shall have no force and effect until amended the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. In particular, to To the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment any provision hereof is the Participant’s termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary modified in order to comply with Section 409A, on such modification shall be made in good faith and shall, to the earlier maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of (a) the Participant’s applicable provision without violating the provisions of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C409A and, for purposes of any such provision of this agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, and then with regard to any payment or the provision of any benefit that is specified as subject to this Appendix A Section or that is otherwise considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be interpreted made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” and administered (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this agreement shall be paid or provided in accordance with such intent. A. Notwithstanding any the normal payment dates specified for them herein. All expenses or other provision reimbursements under this agreement shall be made on or prior to the last day of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for taxable year following the taxable year in which KeyCorp would such expenses were incurred by you (provided that if any such reimbursements constitute taxable income to you, such reimbursements shall be entitled to deduct the payment paid no later than March 15th of the Performance Shares calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for federal income tax purposes (disregarding reimbursement in any limitations on deductibility under Sections 162(m) or 280G taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. Please indicate your acceptance of these terms by returning the original signed and dated version of this agreement to the Company's General Counsel. Sincerely, /s/ Ixx Xxxxxx Ixx Xxxxxx Chairman, Compensation Committee of the Code).Board of Directors By signing, dating and returning this retuning this agreement, you accept our terms of employment. /s/ Dxxxx Xxx April 17, 2014 Dxxxx Xxx Date

Compliance with Section 409A of the Internal Revenue Code. To a. The parties intend that the extent applicable, it is intended that payments and benefits under this Award Agreement shall comply with the provisions of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent) and, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies)accordingly, the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A Agreement shall be interpreted and administered in conformity with the intent to the maximum extent permitted. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless the termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any provision of the Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Code Section 409A. c. Unless the Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of compensation is to be paid for a specified continuing period of time beyond the date of Hxxx’x separation from service in accordance with such intentUSPB’s payroll practices (or other similar term), the payments of the compensation shall be made on a monthly basis. A. d. Notwithstanding any other payment schedule provided in the Agreement to the contrary, if Hxxx is identified on the date of his separation from service as a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then the following shall apply: (i) With regard to any payment that constitutes nonqualified deferred compensation subject to Code Section 409A and payable on account of a “separation from service,” the payment shall be made on the date which is the earlier of (A) the expiration of the six month period measured from the date of Hxxx’x “separation from service” and (B) the date of Hxxx’x death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of the delay) shall be paid to Hxxx in a lump sum, and all remaining payments due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them therein. (ii) To the extent that any benefits to be provided during the Delay Period constitute nonqualified deferred compensation subject to Code Section 409A and are provided on account of a “separation from service,” Hxxx shall pay the cost of the benefits during the Delay Period, and USPB shall reimburse Hxxx for that portion of the costs that would otherwise have been paid by USPB during the Delay Period upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by USPB in accordance with the procedures specified therein. e. For all expenses, in-kind benefits, or other reimbursements under the Agreement that constitute nonqualified deferred compensation subject to Code Section 409A, each of the following shall apply: (i) All expenses or other reimbursements shall be made on or prior to the last day of the taxable year following the taxable year in which the expenses were incurred by Hxxx, (ii) Any right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) No reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. f. Notwithstanding any other provision of the Award AgreementAgreement to the contrary, if in no event shall any payment under the Participant is a 162(m) Covered Employee, then the Award shall Agreement that constitutes nonqualified deferred compensation subject to Code Section 409A be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as subject to offset unless otherwise provided in permitted by Code Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A.

Compliance with Section 409A of the Internal Revenue Code. To Notwithstanding anything herein to the contrary: (a) As determined by the Company, to the extent applicableany provision herein constitutes a “nonqualified deferred compensation plan” under Section 409A(d)(1) of the Internal Revenue Code of 1986, it as amended (the “Code”), which provides for the payment of compensation provides to Executive upon his “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and Executive is intended a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any such compensation or benefit otherwise payable to Executive shall be suspended and not be paid to Executive until the date that this Award comply with is six (6) months after the provisions date of his separation from service and any amounts suspended during such six (6)-month period shall be paid once benefits commence. The right to any series of installment payments hereunder shall be treated for purposes of Section 409A of the Code as a right to a series of separate payments. (“Section 409A”). b) The Award shall accordingly be administered in a manner consistent with this intentprovisions herein, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force plans and effect until amended arrangements referenced hereunder, are intended to comply with or be exempt from the applicable requirements of Section 409A. In particular409A of the Code and may be limited, construed, and interpreted in accordance with such intent. References in this Agreement to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s “termination of employment, then notwithstanding ” or word to similar effect shall mean a “separation from service” as defined in final regulations promulgated under Section 409A of the Code. Notwithstanding anything herein to the contrary, payment will (i) any provision hereunder that is inconsistent with Section 409A of the Code may be made deemed to the Participant, to the extent necessary be amended to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) 409A of the Code, and this Appendix A to the extent such provision cannot be amended to comply therewith, such provision may be null and void, and (ii) neither the Company, Enstar, any of their affiliates, or any person acting on any of their behalf shall be interpreted and administered in accordance liable to Executive or any other person by reason of any acceleration of income or any additional tax (including any interest or penalties) asserted by reason of the failure of any payments or benefits to comply with such intentor be exempt from Section 409A of the Code. A. Notwithstanding (c) To the extent Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) Executive shall receive such reimbursements and benefits for the period set forth in this Agreement and, if no such period is specified, Executive shall receive such reimbursements and benefits for the term of this Agreement, (ii) the amount of such reimbursements and benefits Executive receives in one year shall not affect amounts provided in any other provision year, (iii) such reimbursements must be made by the last day of the Award Agreement, if year following the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp the expense was incurred, and (iv) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. (d) No acceleration of any payment, including separation payments, shall be permitted if such acceleration would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility result in Executive being taxed under Sections 162(m) or 280G Section 409A of the Code).

Compliance with Section 409A of the Internal Revenue Code. To (a) All payments of "nonqualified deferred compensation" (within the extent applicable, it is intended that this Award comply with the provisions meaning of Section 409A of the Code (“together with Department of Treasury regulations and other official guidance issued thereunder, "Section 409A”"). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended ) are intended to comply with the requirements of Section 409A. In particular409A, and shall be interpreted in accordance therewith. No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. (b) Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Corporation's fiscal year in which the Employee's right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A). Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to "nonqualified deferred compensation." (c) Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt "nonqualified deferred compensation" for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s Employee's termination of employment, all references to the Employee's termination of employment shall be construed to mean a "separation from service," as defined in Treasury Regulation Section 1.409A-1(h) (a) "Separation from Service"), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee. If this Section 11.12(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee's Separation from Service. (d) Notwithstanding anything in Section 11.12(c) to the contrary, if the Employee is a "specified employee" on the date of the Employee's Separation from Service, any benefit or payment that constitutes non-exempt "nonqualified deferred compensation" (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee's Separation from Service, or (ii) the Employee's death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute "nonqualified deferred compensation" subject to Section 409A and the six-month delay requirement to the extent provided in the exception in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (e) Section 11.12(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as "involuntary severance" under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee's annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs. (f) With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then notwithstanding an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period. (g) With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee's taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee's taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit. (h) For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A. (i) If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirement of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement. If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect. Notwithstanding anything herein to the contrary, payment will no amendment may be made to the Participant, to the extent necessary to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only this Agreement if it also qualifies as a “change would cause the Agreement or any payment hereunder not to be in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of compliance with Code Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A.

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is The RSUs are intended that this Award to comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, ) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including 130497510_4 without limitation any such regulations or other guidance that may be issued after the Participant’s Date of Grant. The Company reserves the right to receive modify the terms of this Agreement, including, without limitation, the payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein provisions applicable to the contrary, payment will be made to the ParticipantRSUs, to the extent necessary or advisable to comply with Section 409A409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. For purposes of this Agreement, on each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding any provision in the earlier of (a) Plan or this Agreement to the Participant’s “separation from service” (determined in accordance with Section 409A); providedcontrary, however, that if the Participant is a “specified employee” and a payment subject to Section 409A (determined in accordance with KeyCorp’s policies)and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the date of payment shall not occur until the first business day of the seventh month following the date death of the Participant’s separation from service with Key, ). Any payment that would otherwise have been due or (b) owing during such six-month period will be paid immediately following the Participant’s deathend of the six-month period unless another compliant date is specified in the applicable agreement. Further, to If the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as RSUs include a “change in the ownershipseries of installment payments” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp (within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to Treas. Reg. § 1.409A- 2(b)(2)(iii)), the Participant’s Award if right to such series of installment payments shall be treated as a right to a series of separate payments and only not as a right to a single payment, and if the Participant is a RSUs include “162(m) Covered Employeedividend equivalents” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of Treas. Reg. § 1.409A-3(e)), the Code, and this Appendix A Participant’s right to such dividend equivalents shall be interpreted and administered in accordance with such intent. A. treated separately from the right to other amounts under the RSUs. Notwithstanding any other provision of the Award AgreementPlan or this Agreement to the contrary, if in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) on account of failure of the Award Agreement. For purposes of the Award AgreementRSUs to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign 1aw, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in including, without limitation, under Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A. -6- 130497510_4

Compliance with Section 409A of the Internal Revenue Code. To Notwithstanding anything herein to the contrary: (a) As determined by the Company, to the extent applicableany provision herein constitutes a "nonqualified deferred compensation plan" under Section 409A(d)(1) of the Internal Revenue Code of 1986, it as amended (the "Code"), which provides for the payment of compensation provides to Employee upon his "separation from service" under Section 409A(a)(2)(A)i) of the Code, and Employee is intended a "specified employee" under Section 409A(a)(2)(B)(i) of the Code, then any such compensation or benefit otherwise payable to Employee shall be suspended and not be paid to Employee until the «date that this Award comply with is six (6) months after the provisions date of his separation from service and any amounts suspended during such six-month period shall be paid once benefits commence. The right to any series of installment payments hereunder shall be treated for purposes of Section 409A of the Code as a right to a series of separate payments. (“Section 409A”). b) The Award shall accordingly be administered in a manner consistent with this intentprovisions herein, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force plans and effect until amended arrangements referenced hereunder, are intended to comply with or be exempt from the applicable requirements of Section 409A. In particular409A of the Code and may be limited, construed and interpreted in accordance with such intent. References in this Agreement to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s "termination of employment, then notwithstanding " or word to similar effect shall mean a "separation from service" as defined in final regulations promulgated under Section 409A of the Code. Notwithstanding anything herein to the contrary, payment will any provision hereunder that is inconsistent with Section 409A of the Code may be made deemed to the Participant, to the extent necessary be amended to comply with Section 409A409A of the Code and to the extent such provision cannot be amended to comply therewith, on such provision may be null and void. (c) To the earlier extent Employee is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) Employee shall receive such reimbursements and benefits for the period set forth in this Agreement: and, if no such period is specified, Employee shall receive such reimbursements and benefits for the term of this Agreement, (aii) the Participant’s “separation from service” (determined amount of such reimbursements and benefits Employee receives in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment one year shall not occur until affect amounts provided in any other year, (iii) such reimbursements must be made by the first business last day of the seventh month year following the date year in which the expense was incurred, and (iv) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. (d) No acceleration of the Participant’s any payment, including separation from service with Keypayments, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only permitted if it also qualifies as a “change such acceleration would result in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Employee being taxed under Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) 409A of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).

Compliance with Section 409A of the Internal Revenue Code. To Notwithstanding anything herein to the contrary: (a) As determined by the Company, to the extent applicableany provision herein constitutes a “nonqualified deferred compensation plan” under Section 409A(d)(1) of the Internal Revenue Code of 1986, it as amended (the “Code”), which provides for the payment of compensation provides to Executive upon his “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and Executive is intended a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any such compensation or benefit otherwise payable to Executive shall be suspended and not be paid to Executive until the date that this Award comply with is six (6) months after the provisions date of his separation from service and any amounts suspended during such six (6)- month period shall be paid once benefits commence. The right to any series of installment payments hereunder shall be treated for purposes of Section 409A of the Code as a right to a series of separate payments. (“Section 409A”). b) The Award shall accordingly be administered in a manner consistent with this intentprovisions herein, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force plans and effect until amended arrangements referenced hereunder, are intended to comply with or be exempt from the applicable requirements of Section 409A. In particular409A of the Code and may be limited, construed, and interpreted in accordance with such intent. References in this Agreement to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s “termination of employment, then notwithstanding ” or word to similar effect shall mean a “separation from service” as defined in final regulations promulgated under Section 409A of the Code. Notwithstanding anything herein to the contrary, payment will (i) any provision hereunder that is inconsistent with Section 409A of the Code may be made deemed to the Participant, to the extent necessary be amended to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) 409A of the Code, and this Appendix A to the extent such provision cannot be amended to comply therewith, such provision may be null and void, and (ii) neither the Company, Enstar, any of their affiliates, or any person acting on any of their behalf shall be interpreted and administered in accordance liable to Executive or any other person by reason of any acceleration of income or any additional tax (including any interest or penalties) asserted by reason of the failure of any payments or benefits to comply with such intentor be exempt from Section 409A of the Code. A. Notwithstanding (c) To the extent Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) Executive shall receive such reimbursements and benefits for the period set forth in this Agreement and, if no such period is specified, Executive shall receive such reimbursements and benefits for the term of this Agreement, (ii) the amount of such reimbursements and benefits Executive receives in one year shall not affect amounts provided in any other provision year, (iii) such reimbursements must be made by the last day of the Award Agreement, if year following the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp the expense was incurred, and (iv) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. (d) No acceleration of any payment, including separation payments, shall be permitted if such acceleration would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility result in Executive being taxed under Sections 162(m) or 280G Section 409A of the Code).

Compliance with Section 409A of the Internal Revenue Code. To (a) All payments of “nonqualified deferred compensation” (within the extent applicable, it is intended that this Award comply with the provisions meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended ) are intended to comply with the requirements of Section 409A. In particular409A, and shall be interpreted in accordance therewith. No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. (b) Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2-1/2 months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A). Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.” (c) Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the ParticipantEmployee’s termination of employment, then notwithstanding all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a) “Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee. If this Section 11.12(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service. (d) Notwithstanding anything herein in Section 11.12(c) to the contrary, payment will be made to the Participant, to the extent necessary to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant Employee is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following on the date of the ParticipantEmployee’s separation Separation from service with KeyService, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which 409A) shall apply be delayed in order to the Participant’s Award if and only if the Participant is avoid a “162(m) Covered Employee” (as defined in prohibited payment under Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C409A(a)(2)(B)(i) of the Code, and this Appendix A any such delayed payment shall be interpreted paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and administered the six-month delay requirement to the extent provided in accordance with such intent. A. Notwithstanding the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (e) Section 11.12(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the Award Agreement, if the Participant is a 162(mlesser of (1) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective two hundred percent (as defined below) is not achieved, except as otherwise provided in Section 1(c200%) of the Award Agreement. For purposes Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in annual limitation amount under Section 162(m)(3401(a)(17) of the Code for the calendar year during which the Separation from Service occurs. (and applicable f) With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Department regulations and other guidance published thereunderRegulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period. (g) for With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which KeyCorp would be entitled to deduct the payment expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Performance Shares Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for federal income tax another benefit. (h) For purposes (disregarding of this Agreement any limitations installment payments made on deductibility under Sections 162(m) or 280G separate dates shall be treated as a series of the Code).separate and distinct payments for purposes of Section 409A.

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is (a) The PSUs are intended that this Award to comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, ) to the extent subject thereto and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Participant’s Grant Date. The Company reserves the right to receive modify the terms of this Agreement, including, without limitation, the payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein provisions applicable to the contrary, payment will be made to the ParticipantPSUs, to the extent necessary or advisable to comply with Section 409A409A and reserves the right to make any changes to the PSUs so that the PSUs do not become deferred compensation under Section 409A. (b) For purposes of this Agreement, on each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. (c) Notwithstanding any provision in the earlier of (a) Plan or this Agreement to the Participant’s “separation from service” (determined in accordance with Section 409A); providedcontrary, however, that if the Participant is a “specified employee” and a payment subject to Section 409A (determined in accordance with KeyCorp’s policies)and not excepted therefrom) to the Participant is due upon Termination of Service, such payment shall be delayed for a period of six (6) months after the date the Participant Terminates Service (or, if earlier, the date of payment shall not occur until the first business day of the seventh month following the date death of the Participant’s separation from service with Key, ). Any payment that would otherwise have been due or (b) owing during such six-month period will be paid immediately following the Participant’s deathend of the six-month period unless another compliant date is specified in the applicable agreement. Further, to If the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as PSUs include a “change in the ownershipseries of installment payments” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp (within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s Award if right to such series of installment payments shall be treated as a right to a series of separate payments and only not as a right to a single payment, and if the Participant is a PSUs include “162(m) Covered Employeedividend equivalents” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of Treas. Reg. § 1.409A-3(e)), the Code, and this Appendix A Participant’s right to such dividend equivalents shall be interpreted and administered in accordance with such intenttreated separately from the right to other amounts under the PSUs. A. (d) Notwithstanding any other provision of the Award AgreementPlan or this Agreement to the contrary, if in no event shall the Company or an affiliate, including the Employer, be liable to the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) on account of failure of the Award Agreement. For purposes of the Award AgreementPSUs to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in including, without limitation, under Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A.

Compliance with Section 409A of the Internal Revenue Code. To a. The parties intend that the extent applicable, it is intended that payments and benefits under this Award Agreement shall comply with the provisions of or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”). The Award ) and, accordingly, the Agreement shall accordingly be interpreted and administered in a manner consistent conformity with this intent, and such intent to the maximum extent permitted. b. A termination of employment shall not be deemed to have occurred for purposes of any provision that would cause of the Award to fail to satisfy Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of the Agreement, references to a “termination,” “termination of employment” or like terms shall have no force mean “separation from service” within the meaning of Code Section 409A. c. Unless the Agreement provides a specified and effect until amended objectively determinable payment schedule to comply with Section 409A. In particularthe contrary, to the extent that any payment of compensation is to be paid for a specified continuing period of time beyond the Participantdate of the Consultant’s right to receive separation from service in accordance with National Beef’s payroll practices (or other similar term), the payments of such compensation shall be made on a monthly basis. d. Notwithstanding any other payment under schedule provided in the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein Agreement to the contrary, if the Consultant is identified on the date of his separation from service as a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then the following shall apply: (i) With regard to any payment will that constitutes nonqualified deferred compensation subject to Code Section 409A and payable on account of a “separation from service,” such payment shall be made to on the Participant, to the extent necessary to comply with Section 409A, on date which is the earlier of (aA) the Participantexpiration of the six month period measured from the date of the Consultant’s “separation from service” and (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following B) the date of the ParticipantConsultant’s separation from service with Key, or death (bthe “Delay Period”) the Participant’s death. Further, to the extent necessary required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to comply this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Consultant in a lump sum, and all remaining payments due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them therein. (ii) To the extent that any benefits to be provided during the Delay Period constitute nonqualified deferred compensation subject to Code Section 409A and are provided on account of a “separation from service,” the Consultant shall pay the cost of such benefits during the Delay Period, and National Beef shall reimburse the Consultant for that portion of the costs that would otherwise have been paid by National Beef during the Delay Period upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by National Beef in accordance with the procedures specified therein. e. For all expenses, in-kind benefits, or other reimbursements under the Agreement that constitute nonqualified deferred compensation subject to Code Section 409A, a transaction each of the following shall apply: (i) All expenses or other reimbursements shall be considered a Change of Control only if it also qualifies as a “change in made on or prior to the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion last day of the assets” of KeyCorp within taxable year following the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions taxable year in which such expenses were incurred by the Consultant, (ii) Any right to reimbursement or in kind benefits shall apply not be subject to liquidation or exchange for another benefit, and (iii) No such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined expenses eligible for reimbursement, or in-kind benefits to be provided, in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intentany other taxable year. A. f. Notwithstanding any other provision of the Award AgreementAgreement to the contrary, if in no event shall any payment under the Participant is a 162(m) Covered Employee, then the Award shall Agreement that constitutes nonqualified deferred compensation subject to Code Section 409A be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as subject to offset unless otherwise provided in permitted by Code Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A.

Compliance with Section 409A of the Internal Revenue Code. To (a) All payments of “nonqualified deferred compensation” (within the extent applicable, it is intended that this Award comply with the provisions meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended ) are intended to comply with the requirements of Section 409A. In particular409A, and shall be interpreted in accordance therewith. No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. (b) Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2-1/2 months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A). Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.” (c) Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the ParticipantEmployee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a) “Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee. If this Section 11.12(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service. (d) Notwithstanding anything in Section 11.11(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (e) Section 11.12(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs. (f) With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then notwithstanding an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period. (g) With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit. (h) For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A. (i) If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement. If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect. Notwithstanding anything herein to the contrary, payment will no amendment may be made to this Agreement if it would cause the Participant, Agreement or any payment hereunder not to the extent necessary to comply be in compliance with Code Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is The DRSUs are intended that this Award to comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, ) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Participant’s Date of Grant. The Company reserves the right to receive modify the terms of this Agreement, including, without limitation, the payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein provisions applicable to the contrary, payment will be made to the ParticipantDRSUs, to the extent necessary or advisable to comply with Section 409A409A and reserves the right to make any changes to the DRSUs so that the DRSUs do not become deferred compensation under Section 409A. For purposes of this Agreement, on each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding any provision in the earlier of (a) Plan or this Agreement to the Participant’s “separation from service” (determined in accordance with Section 409A); providedcontrary, however, that if the Participant is a “specified employee” and a payment subject to Section 409A (determined in accordance with KeyCorp’s policies)and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the date of payment shall not occur until the first business day of the seventh month following the date death of the Participant’s separation from service with Key, ). Any payment that would otherwise have been due or (b) owing during such six-month period will be paid immediately following the Participant’s deathend of the six-month period unless another compliant date is specified in the applicable agreement. Further, to If the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as DRSUs include a “change in the ownershipseries of installment payments” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp (within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s Award if right to such series of installment payments shall be treated as a right to a series of separate payments and only not as a right to a single payment, and if the Participant is a DRSUs include “162(m) Covered Employeedividend equivalents” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of Treas. Reg. § 1.409A-3(e)), the Code, and this Appendix A Participant’s right to such dividend equivalents shall be interpreted and administered in accordance with such intent. A. treated separately from the right to other amounts under the DRSUs. Notwithstanding any other provision of the Award AgreementPlan or this Agreement to the contrary, if in no event shall the Company or an Affiliate be liable to the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) on account of failure of the Award Agreement. For purposes of the Award Agreement, a “162(mDRSUs to (i) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) qualify for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income favorable U.S. or foreign tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).treatment or

Compliance with Section 409A of the Internal Revenue Code. To Notwithstanding anything herein to the contrary: (a) As determined by the Company, to the extent applicableany provision herein constitutes a “nonqualified deferred compensation plan” under Section 409A(d)(1) of the Internal Revenue Code of 1986, it as amended (the “Code”), which provides for the payment of compensation provides to Executive upon his “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and Executive is intended a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any such compensation or benefit otherwise payable to Executive shall be suspended and not be paid to Executive until the date that this Award comply with is six (6) months after the provisions date of his separation from service and any amounts suspended during such six (6)-month period shall be paid once benefits commence. The right to any series of installment payments hereunder shall be treated for purposes of Section 409A of the Code as a right to a series of separate payments. (“Section 409A”). b) The Award shall accordingly be administered in a manner consistent with this intentprovisions herein, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force plans and effect until amended arrangements referenced hereunder, are intended to comply with or be exempt from the applicable requirements of Section 409A. In particular409A of the Code and may be limited, construed, and interpreted in accordance with such intent. References in this Agreement to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s “termination of employment, then notwithstanding ” or word to similar effect shall mean a “separation from service” as defined in final regulations promulgated under Section 409A of the Code. Notwithstanding anything herein to the contrary, payment will (i) any provision hereunder that is inconsistent with Section 409A of the Code may be made deemed to the Participant, to the extent necessary be amended to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) 409A of the Code, and this Appendix A to the extent such provision cannot be amended to comply therewith, such provision may be null and void, and (ii) neither the Company, Enstar, any of their affiliates, or any person acting on any of their behalf shall be interpreted and administered in accordance liable to Executive or any other person by reason of any acceleration of income or any additional tax (including any interest or penalties) asserted by reason of the failure of any payments or benefits to comply with such intentor be exempt from Section 409A of the Code. A. Notwithstanding (c) To the extent Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) Executive shall receive such reimbursements and benefits for the period set forth in this Agreement and, if no such period is specified, Executive shall receive such reimbursements and benefits for the term of this Agreement, (ii) the amount of such reimbursements and benefits Executive receives in one year shall not affect amounts provided in any other provision year, (iii) such reimbursements must be made by the last day of the Award Agreement, if year following the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp the expense was 7 incurred, and (iv) such reimbursements and benefits may not be liquidated or exchanged for any other reimbursement or benefit. (d) No acceleration of any payment, including separation payments, shall be permitted if such acceleration would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility result in Executive being taxed under Sections 162(m) or 280G Section 409A of the Code).

Compliance with Section 409A of the Internal Revenue Code. To The intent of the extent applicable, it parties is intended that payments and benefits under this Award agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and, accordingly, to the maximum extent permitted, this agreement shall be interpreted to be in compliance therewith. The Award shall accordingly be administered in a manner consistent If you notify the Company (with this intent, and specificity as to the reason therefor) that you believe that any provision that of this agreement (or of any award of compensation, including equity compensation or benefits) would cause the Award you to fail to satisfy incur any additional tax or interest under Section 409A shall have no force and effect until amended the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. In particular, to To the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment any provision hereof is the Participant’s termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary modified in order to comply with Section 409A, on such modification shall be made in good faith and shall, to the earlier maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of (a) the Participant’s applicable provision without violating the provisions of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C409A and, for purposes of any such provision of this agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, and then with regard to any payment or the provision of any benefit that is specified as subject to this Appendix A Section or that is otherwise considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be interpreted made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” and administered (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this agreement shall be paid or provided in accordance with such intent. A. Notwithstanding any the normal payment dates specified for them herein. All expenses or other provision reimbursements under this agreement shall be made on or prior to the last day of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for taxable year following the taxable year in which KeyCorp such expenses were incurred by you (provided that if any such reimbursements constitute taxable income to you, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. In the event that it is determined that any payment or distribution of any type to or for your benefit, whether paid or payable or distributed or distributable, pursuant to the terms of this agreement would be subject to the additional tax and interest imposed by Section 409A, or any interest or penalties with respect to such additional tax (such additional tax, together with any such interest or penalties, are collectively referred to as the “409A Tax”), then you shall be entitled to deduct receive an additional payment (a “409A Tax Restoration Payment”) in an amount that shall fund the payment by you of any 409A Tax as well as all income taxes imposed on the Performance Shares for federal income tax purposes (disregarding 409A Tax Restoration Payment, any limitations 409A Tax imposed on deductibility under Sections 162(m) the 409A Tax Restoration Payment and any interest or 280G of penalties imposed with respect to taxes on the Code)409A Tax Restoration Payment or any 409A Tax.

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is (a) The RSUs are intended that this Award to comply with the provisions of Section 409A of the Code (“Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, ) to the extent subject thereto and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Participant’s Grant Date. The Company reserves the right to receive modify the terms of this Agreement, including, without limitation, the payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein provisions applicable to the contrary, payment will be made to the ParticipantRSUs, to the extent necessary or advisable to comply with Section 409A409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A. (b) For purposes of this Agreement, on each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. (c) Notwithstanding any provision in the earlier of (a) Plan or this Agreement to the Participant’s “separation from service” (determined in accordance with Section 409A); providedcontrary, however, that if the Participant is a “specified employee” and a payment subject to Section 409A (determined in accordance with KeyCorp’s policies)and not excepted therefrom) to the Participant is due upon Termination of Service, such payment shall be delayed for a period of six (6) months after the date the Participant Terminates Service (or, if earlier, the date of payment shall not occur until the first business day of the seventh month following the date death of the Participant’s separation from service with Key, ). Any payment that would otherwise have been due or (b) owing during such six-month period will be paid immediately following the Participant’s deathend of the six-month period unless another compliant date is specified in the applicable agreement. Further, to If the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as RSUs include a “change in the ownershipseries of installment payments” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp (within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions which shall apply to Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s Award if right to such series of installment payments shall be treated as a right to a series of separate payments and only not as a right to a single payment, and if the Participant is a RSUs include “162(m) Covered Employeedividend equivalents” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of Treas. Reg. § 1.409A-3(e)), the Code, and this Appendix A Participant’s right to such dividend equivalents shall be interpreted and administered in accordance with such intenttreated separately from the right to other amounts under the RSUs. A. (d) Notwithstanding any other provision of the Award AgreementPlan or this Agreement to the contrary, if in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) on account of failure of the Award Agreement. For purposes of the Award AgreementRSUs to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in including, without limitation, under Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).409A.

Compliance with Section 409A of the Internal Revenue Code. To (a) All payments of “nonqualified deferred compensation” (within the extent applicable, it is intended that this Award comply with the provisions meaning of Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended ) are intended to comply with the requirements of Section 409A. In particular409A, and shall be interpreted in accordance therewith. No party individually or in combination with any other may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. (b) Unless otherwise expressly provided, any payment of compensation by the Corporation to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Corporation’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A). Such amounts shall not be aggregated with any other payments and shall not be subject to the requirements of subsection (d) below applicable to “nonqualified deferred compensation.” (c) Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the ParticipantEmployee’s termination of employment, all references to the Employee’s termination of employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), and the Employee shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service with respect to the Employee. If this Section 11.11(c) applies, such payments or benefits that are subject to Section 409A shall be paid (or, in the event of any installment payments, shall commence to be paid) on the date that the Corporation determines within sixty (60) days following the date of the Employee’s Separation from Service. (d) Notwithstanding anything in Section 11.11(c) to the contrary, if the Employee is a “specified employee” on the date of the Employee’s Separation from Service, any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, and any such delayed payment shall be paid to the Employee in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, or (ii) the Employee’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Agreement will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (e) Section 11.11(d) above shall not apply to that portion of any amounts payable upon a Separation from Service which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Corporation for the calendar year immediately preceding the calendar year during which the Separation from Service occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code for the calendar year during which the Separation from Service occurs. (f) With respect to any continuation healthcare coverage provided under the Agreement, if during the period of continuation coverage, any plan pursuant to which such benefits are provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then notwithstanding an amount equal to each such remaining premium shall thereafter be paid to the Employee as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period. (g) With respect to any reimbursements or in-kind benefits, such reimbursements or benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the following: (i) in no event shall such benefits or reimbursements be provided later than the last day of the Employee’s taxable year following the taxable year in which the expense was incurred or obligation arose, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year of the Employee, and (iii) the right to reimbursements or in-kind benefits is not subject to liquidation or exchange for another benefit. (h) For purposes of this Agreement any installment payments made on separate dates shall be treated as a series of separate and distinct payments for purposes of Section 409A. (i) If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Section 409A do not so comply, the Employee and the Corporation agree to amend this Agreement, or take such other actions as the Employee and the Corporation deem necessary or appropriate, to comply with the requirements of Section 409A, while preserving benefits that are, in the aggregate, no less favorable than the benefits as provided to the Employee under this Agreement. If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect. Notwithstanding anything herein to the contrary, payment will no amendment may be made to this Agreement if it would cause the ParticipantAgreement or any payment hereunder not to be in compliance with Code Section 409A. 2. The Agreement, to the extent necessary to comply with Section 409Aas amended by this Amendment, on the earlier of (a) the Participant’s “separation from service” (determined shall remain in full force and effect in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service with Key, or (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A. This Appendix A sets forth certain additional terms and conditions thereof. This Amendment may be executed simultaneously in any number of counterparts, each of which shall apply to be deemed an original but all of which together shall constitute one and the Participant’s Award if and only if the Participant is a “162(m) Covered Employee” (as defined in Section A, below). This Appendix A is intended to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intentsame instrument. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreement. For purposes of the Award Agreement, a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code).

Compliance with Section 409A of the Internal Revenue Code. To Notwithstanding any provision in the extent applicableSeverance Agreement to the contrary, it the Severance Agreement and this Amendment shall be interpreted, construed, operated and conformed in accordance with 409A. For purposes of determining whether any payment results in a "deferral of compensation" within the meaning of 409A, the exemptions available under 409A shall be maximized, and each installment payment to be made under the Agreement shall be treated as a separate payment for purposes of 409A. It is intended by the Employer that all compensation and benefits payable or provided to Employee under this Award Agreement or otherwise shall either be exempt from or fully comply with the provisions of Section 409A of so as not to subject Employee to the Code (“Section 409A”)additional tax, interest or penalties which may be imposed under 409A. The parties acknowledge that 409A is ambiguous in certain respects. The Award shall accordingly be administered Employer agrees that it will attempt in a manner consistent with this intentgood faith not to take any action, and will attempt in good faith to refrain from taking any provision action, that would cause result in the Award to fail to satisfy Section 409A shall have no force and effect until amended imposition of tax, interest and/or penalties upon Employee under 409A. To the extent the Employer has acted or refrained from acting in good faith as required by this Section, neither it nor its employees, officers, directors, contractors or agents will be responsible for any consequences of failure to comply with Section 409A, and Employee shall not be entitled to any damages related to any such failure even though the Employment Agreement and this Amendment require certain actions to be taken in conformance with 409A. In particular, to the extent that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s "Separation from service," "termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary to comply with Section 409A, on the earlier of (a) the Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment " and similar phrases shall not occur until the first business day of the seventh month following the date of the Participant’s mean Employee's separation from service with Key, or the Employer (b) the Participant’s death. Further, to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A) for any reason. Generally, a permanent decrease to no more than 20% of the average level of bona fide services performed during the immediately preceding 36-month period is considered a separation from service for purposes of 409A. This Appendix A sets forth certain additional terms and conditions which For this purpose, Employee's employment relationship shall apply to the Participant’s Award if and only be treated as continuing intact while Employee is on military leave, sick leave or other bona fide leave of absence if the Participant is a “162(m) Covered Employee” (period of such leave does not exceed six months, or if longer, so long as defined in Section A, below). This Appendix A is intended Employee retains the right to provide for the qualification of a 162(m) Covered Employee’s Award as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Appendix A shall be interpreted and administered in accordance with such intent. A. Notwithstanding any other provision of the Award Agreement, if the Participant is a 162(m) Covered Employee, then the Award shall be forfeited automatically without further action reemployment under applicable statue or notice if the Initial Performance Objective (as defined below) is not achieved, except as otherwise provided in Section 1(c) of the Award Agreementby contract. For purposes of determining whether a separation from service has occurred, the Award Agreement"Employer" shall be determined by applying Internal Revenue Code Sections 414(b) and (c), a “162(m) Covered Employee” means an individual who is a “covered employee” as defined in Section 162(m)(3) of the Code (and applicable Treasury Department regulations and other guidance published thereunder) substituting 50% for the taxable year in which KeyCorp would be entitled to deduct the payment of the Performance Shares for federal income tax purposes (disregarding any limitations on deductibility under Sections 162(m) or 280G of the Code)80% ownership level.