TRUST AGREEMENT FOR CERTAIN AMOUNTS THAT MAY BECOME PAYABLE TO CERTAIN EXECUTIVES AND DIRECTORS OF KEYCORPTrust Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks • Ohio
THIS TRUST AGREEMENT, made as of the 1st day of April, 1997, and amended as of August 25, 2003, is between KeyCorp, an Ohio corporation (“Key”), and Wachovia Bank, National Association, formerly known as Wachovia Bank of North Carolina, N.A. (the “Trustee”).
TRUST AGREEMENTTrust Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks • Ohio
This Trust Agreement (“Trust Agreement”) made this 3rd day of November, 1988 by and between AMERITRUST CORPORATION, a Delaware corporation (“Ameritrust”) and WACHOVIA BANK AND TRUST COMPANY, N.A, a national banking association (the “Trustee”);
KEYCORP NON-QUALIFIED GRANT AGREEMENT PREMIUM PRICED OPTIONSNon-Qualified Stock Option Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks
By action of the Compensation and Organization Committee (“Committee”) of the Board of Directors of KeyCorp, taken pursuant to the KeyCorp Amended and Restated 1991 Equity Compensation Plan (“Plan”) on January 13, 1999 (the “Option Grant Date”), you have been granted Non-Qualified Stock Options (the “Options”) to purchase 75,000 Common Shares at a price per share as set forth in paragraph 1 below (the “Exercise Price”), which may be exercised, subject to the provisions of the Plan, from time to time, in part as to such Options as you specify or, if you so direct, with respect to the full number of Common Shares then remaining subject to the Options, during the period commencing July 13, 1999 and ending January 13, 2009 (“Option Expiration Date”). (Unless otherwise indicated, the capitalized terms used herein shall have the same meaning as set forth in the Plan).
Page ARTICLE I PURPOSE: EFFECTIVE DATE 1 ARTICLE II DEFINITIONS 1 2.1 Beneficiary 1 2.2 Board 1 2.3 Committee 1 2.4 Company 1 2.5 Participant 1 2.6 Participation Agreement 1 2.7 Year of Service 1 ARTICLE III PARTICIPATION 2 3.1 Eligibility and...Directors’ Survivor Benefit Plan • February 27th, 2009 • Keycorp /New/ • National commercial banks • New York
The purpose of this Directors’ Survivor Benefit Plan (hereinafter referred to as the “Plan”), is to provide death benefits to the Beneficiaries of eligible Directors of KeyCorp. It is intended that the Plan will aid in retaining and attracting Directors of exceptional ability by providing them with these benefits. This Plan shall be effective as of September 1, 1990.
FIRST AMENDMENT TO AGREEMENT BY AND BETWEEN KEYCORP AND HENRY L. MEYER IIIFirst Amendment to Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks
WHEREAS, Henry L. Meyer III (“Meyer”) and KeyCorp entered into an Agreement dated January 1, 2008 (“Meyer Agreement”), which outlines the terms and conditions of Meyer’s employment with KeyCorp and further, provides Meyer with certain payments and other employee benefits in the event that his employment is terminated following a Change of Control (as that term is defined in the Meyer Agreement), and
November 25, 2008 Peter Hancock 85 Brevoort Lane Rye, NY 10580 Dear Peter:Employment Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks
On behalf of KeyCorp and its affiliates (“KeyCorp or “Key”) we are delighted to extend you our offer of employment as Vice Chair, KeyCorp reporting directly to me. In this role you will also be a member of my Senior Staff, the Management Committee as well as the Company’s Executive Council. The term of this agreement shall be for the period commencing upon your employment and ending December 31, 2009, except as otherwise expressly provided herein.
FORM OF FIRST AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT BY AND BETWEEN KEYCORP ANDChange of Control Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks
WHEREAS, (“[Key Employee]”) and KeyCorp entered into a Change of Control Agreement dated January 1, 2008 (“ [Key Employee] Agreement”), which provides that KeyCorp shall provide [Key Employee] with a severance payment and certain other employee benefits in the event of (i) a Change of Control (as that term is defined in the [Key Employee] Agreement), and (ii) [Key Employee]’s termination of employment from KeyCorp in conjunction with such Change of Control (as more fully outlined in the [Key Employee] Agreement), and
KEYCORP UMBRELLA TRUST™ FOR EXECUTIVES JULY 1, 1990Trust Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks • Michigan
This Trust Agreement is made and entered into by and between KeyCorp, a New York corporation (the “Company”), and NBD Bank, N.A., a Michigan banking corporation (the “Trustee”).
KEYCORP NON-QUALIFIED GRANT AGREEMENTNon-Qualified Stock Option Agreement • February 27th, 2009 • Keycorp /New/ • National commercial banks
By action of the Compensation and Organization Committee (“Committee”) of the Board of Directors of KeyCorp, taken pursuant to the KeyCorp Amended and Restated 1991 Equity Compensation Plan (“Plan”) on November 15, 2000, you have been granted Non-Qualified Stock Options (the “Options”) effective on such date (the “Option Grant Date”) to purchase 100,000 Common Shares at a price of $22.9375 per share (the “Exercise Price”), which may be exercised, subject to the provisions of the Plan, from time to time, in part or with respect to the full number of Common Shares then remaining subject to the Options, during the period as set forth below and ending November 15, 2010. (Unless otherwise indicated, the capitalized terms used herein shall have the same meaning as set forth in the Plan).
