FORM OF KEYCORP EXECUTIVE OFFICER GRANTS STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • February 26th, 2013 • Keycorp /New/ • National commercial banks • Ohio
By action of the Compensation and Organization Committee (“Committee”) of the Board of Directors of KeyCorp, taken pursuant to the KeyCorp 2010 Equity Compensation Plan (the “Equity Plan”), you have been granted Stock Options (the “Options” or the “Option Grant”) effective March 1, 2013 (“Grant Date”) which may be exercised, subject to the provisions of the Equity Plan, from time to time, in part or with respect to the full number of Common Shares then remaining subject to the Options, but no later than ten years from the Grant Date (the “Option Expiration Date”). Unless otherwise indicated, the capitalized terms used herein and in this Stock Option Grant Agreement (the “Grant Agreement”) and attached Acceptance Agreement shall have the same meaning as set forth in the Plan.
