0000091576-18-000034 Sample Contracts

CASH PERFORMANCE SHARES AWARD AGREEMENT

Cash Performance Shares Award Agreement • November 1st, 2018 • Keycorp /New/ • National commercial banks • Ohio

• Contract Type
  Cash Performance Shares Award Agreement
• Filed
  November 1st, 2018
• Company
  Keycorp /New/
• Industry
  National commercial banks
• Jurisdiction
  Ohio

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2013 Equity Compensation Plan (the “Plan”), this Cash Performance Shares Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the target number of performance shares (“Performance Shares” or “Award”), on the Date of Grant, each as set forth below. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

STOCK OPTION AWARD AGREEMENT

Stock Option Award Agreement • November 1st, 2018 • Keycorp /New/ • National commercial banks • Ohio

• Contract Type
  Stock Option Award Agreement
• Filed
  November 1st, 2018
• Company
  Keycorp /New/
• Industry
  National commercial banks
• Jurisdiction
  Ohio

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2013 Equity Compensation Plan (the “Plan”), this Stock Option Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an option to purchase the number of Common Shares set forth below (rounded down to the nearest whole Common Share) (“Options” or “Award”) at the exercise price per share set forth below (the “Exercise Price”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. Each Option shall be a Nonqualified Option.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Restricted Stock Unit Award Agreement • November 1st, 2018 • Keycorp /New/ • National commercial banks • Ohio

• Contract Type
  Restricted Stock Unit Award Agreement
• Filed
  November 1st, 2018
• Company
  Keycorp /New/
• Industry
  National commercial banks
• Jurisdiction
  Ohio

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2013 Equity Compensation Plan (the “Plan”), this Restricted Stock Unit Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the number of Restricted Stock Units (“Units” or “Award”), on the Date of Grant, each as set forth below. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.