Keycorp Non-Qualified Grant Agreement Sample Contracts

KEYCORP NON-QUALIFIED GRANT AGREEMENT PREMIUM PRICED OPTIONS
Keycorp Non-Qualified Grant 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).

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KEYCORP NON-QUALIFIED GRANT AGREEMENT
Keycorp Non-Qualified Grant 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).

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