EX-10.54



 





EXHIBIT 10.54




AGREEMENT




          THIS AGREEMENT (“Agreement”) is made as of the XX day of XXXXX, 200X, between KEYCORP, an Ohio
corporation (“Key”), and XXXXXX (the “Executive”).




          Key is entering into this Agreement in recognition of the importance of the Executive’s
services to the continuity of management of Key and based upon its determination that it will be in
the best interests of Key and its Subsidiaries to encourage the Executive’s continued attention and
dedication to the Executive’s duties in the potentially disruptive circumstances of a possible
Change of Control of Key. (As used in this Agreement, the terms “Subsidiaries” and “Change of
Control” and certain other capitalized terms have the meanings ascribed to them in Section 8, at
the end of this Agreement.)




          Key and the Executive agree, effective as of the date first set forth above, as follows:



1. Basic Severance Benefits. The benefits described in Sections 1.1, 1.2, and 1.3 below are
subject to the limitations set forth in Sections 5.1 (which requires an election among applicable
agreements providing severance benefits if more than one such agreement would apply in the
particular circumstances of the termination of the Executive’s employment and stipulates that any
payments received under this Agreement are in lieu of other claims or rights), 5.2 (regarding
withholding), and 5.3 (requiring the execution of a waiver and release by the Executive).





1.1 If Employment is Terminated Without Cause, etc., Within Two Years of a Change of Control.
If, within two years following the occurrence of a Change of Control, the Executive’s employment
with Key and its Subsidiaries is terminated by Key or its Subsidiary for any reason other than
Cause, Disability, or death or by the Executive after a Reduction of Compensation or a Mandatory
Relocation has occurred:




(a) Lump Sum Payment. Key shall pay to the Executive, within 30 business days after
the Termination Date, a lump sum severance benefit equal to two times the sum of (i) one
year’s Base Salary (at the highest rate in effect at any time during the one year period
ending on the date of the Change of Control) plus (ii) Average Short Term Incentive
Compensation; and




(b) Retirement and Savings Plans. Effective as of the Termination Date,
the Executive’s interest in all Relevant Plans shall become fully vested and
nonforfeitable and the Executive’s right to and interest in all subsequent accruals
provided for in the remainder of this Section 1.1(b) under any of the Relevant
Plans shall also be fully vested and nonforfeitable. For the period beginning on
the day after the Termination Date and ending on the second anniversary of the
Termination Date (the “Section 1.1 Benefit Period”), Key shall cause the Executive
to continue to be covered by and to participate in all of the Relevant Plans in the
same manner and to the same extent as if the Executive continued in the full-time
employ of Key throughout the Section 1.1 Benefit Period, except that, if Key
determines that such coverage or participation in any one or more of the Relevant
Plans is Impermissible, the Executive shall continue to be covered by and
participate as aforesaid in all of the Relevant Plans as to which such coverage or
participation is not Impermissible and, with respect to each Relevant



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Plan as to which such continued coverage or participation is Impermissible, Section
1.4(b) shall apply. With respect to each Discontinued Plan, Section 1.4(c) shall apply.




(c) Deferred Savings Plan Benefit. Within 30 days of the Executive’s Termination Date,
Key shall provide the Executive with a lump sum cash payment, which shall equal the
amount of corporate contributions that the Executive otherwise would be eligible to
receive under the KeyCorp Deferred Savings Plan as if the Executive actively deferred 6%
or more of his base salary and 6% or more of his incentive compensation award to the
KeyCorp Deferred Savings Plan during the Section 1.1 Benefit Period. For purposes of
this Section 1.1(c), base salary shall be deemed to be the amount to be received by the
Executive under clause (a)(i) above, and incentive compensation award shall be deemed to
be the amount to be received by the Executive under clause (a)(ii) above.




1.2 If Employment is Terminated by Executive for Good Reason During a Window Period. Except as
provided in the last sentence of this Section 1.2, if the Executive’s employment with Key and
its Subsidiaries is terminated by the Executive for Good Reason during a Window Period:




(a) Lump Sum Payment. Key shall pay to the Executive, within 30 business days after
the Termination Date, a lump sum severance benefit equal to one and one half times the
sum of (i) one year’s Base Salary (at the highest rate in effect at any time during the
one year period ending on the date of the Change of Control) plus (ii) Average Short
Term Incentive Compensation, and




(b) Retirement and Savings Plans. Effective as of the Termination Date, the
Executive’s interest in all Relevant Plans shall become fully vested and nonforfeitable
and the Executive’s right to and interest in all subsequent accruals provided for in the
remainder of this Section 1.2(b) under any of the Relevant Plans shall also be fully
vested and nonforfeitable. For the period beginning on the day after the Termination
Date and ending eighteen months, to the day, after the Termination Date (the “Section
1.2 Benefit Period”), Key shall cause the Executive to continue to be covered by and to
participate in all of the Relevant Plans in the same manner and to the same extent as if
the Executive continued in the full-time employ of Key throughout the Section 1.2
Benefit Period, except that, if Key determines that such coverage or participation in
any one or more of the Relevant Plans is Impermissible, the Executive shall continue to
be covered by and participate as aforesaid in all of the Relevant Plans as to which such
coverage or participation is not Impermissible and, with respect to each Relevant Plan
as to which such continued coverage or participation is Impermissible, Section 1.4(b)
shall apply. With respect to each Discontinued Plan, Section 1.4(c) shall apply.




(c) Deferred Savings Plan Benefit. Within 30 days of the Executive’s Termination Date,
Key shall provide the Executive with a lump sum cash payment, which shall equal the
amount of corporate contributions that the Executive otherwise would be eligible to
receive under the KeyCorp Deferred Savings Plan as if the Executive actively deferred 6%
or more of his base salary and 6% or more of his incentive compensation award to the
KeyCorp Deferred Savings Plan during the Section 1.2 Benefit Period. For purposes of
this Section 1.2(c), base salary shall be deemed to be



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the amount to be received by the Executive under clause (a)(i) above, and incentive
compensation award shall be deemed to be the amount to be received by the Executive
under clause (a)(ii) above.




This Section 1.2 shall not apply if, at the Termination Date, (x) there has been either any
Reduction of Compensation or any Mandatory Relocation (in which event Section 1.1 would apply to
the termination) or (y) Key or any Subsidiary has Cause to terminate the Executive’s employment
(in which case no lump sum severance or retirement benefits would be payable or provided under
either of Sections 1.1 or 1.2).




1.3 Continued Medical Coverage




(a) Payment of Cost of COBRA Health Benefits. If the Executive becomes entitled to
payment of a lump sum severance benefit under either of Sections 1.1 or 1.2 of this
Agreement and the Executive elects to continue to receive health benefits pursuant to an
election that Key or any Subsidiary is required to provide to the Executive in order to
comply with Section 4980B(f) of the Internal Revenue Code (commonly referred to as
“COBRA continuation coverage”) during the period specified in Section 4980B(f) (the
“COBRA continuation period”), Key will pay the cost of continuing those benefits from
the Termination Date through the first to occur of (a) the end of the COBRA continuation
period or (b) the date on which the Executive becomes employed (other than on a
part-time or temporary basis) by any other person or entity.




(b) Payment of Retiree Medical Coverage. If the Executive becomes entitled to payment
of a lump sum severance benefit under either of Sections 1.1 or 1.2 of this Agreement
and the Executive is age 50 with 15 years Vesting Service (as that term is defined under
the KeyCorp Cash Balance Pension Plan) as of his or her Termination Date, the Executive
may elect, in lieu of electing COBRA continuation coverage under the provisions of
Section 1.3(a) hereof, to participate in the KeyCorp Retiree Medical Plan. Key will pay
the premium cost for the Executive’s Retiree Medical Plan coverage from the Executive’s
Termination Date through (a) the last day of the eighteen-month period following the
Executive’s Termination Date, or (b) the date on which the Executive becomes employed
(other than on a part-time or temporary basis) by any other person or entity, whichever
shall first occur. If the Executive is not age 55 at the time that Key’s premium
payment ends, the Executive shall be required to pay the full premium cost for his or
her continued Retiree Medical Plan coverage until the Executive reaches age 55, at which
time the KeyCorp Retiree Medical Plan premium cost-sharing structure will apply.




1.4 Provisions Applicable to Continued Retirement and Savings Plan Participation.




(a) If the Executive becomes entitled to payment of a lump sum severance benefit under
either of Section 1.1 or Section 1.2, the rules set forth in the remainder of this
Section 1.4(a) shall be applicable for purposes of all Relevant Plans:




(i) the entire Section 1.1 Benefit Period or Section 1.2 Benefit Period (each, a
“Benefit Period”), as the case may be, shall be included in determining the
Executive’s years of service,



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(ii) amounts received by the Executive under clause (a)(i) of either of Section 1.1
or Section 1.2, as the case may be, shall be deemed to be base salary received by
the Executive ratably during the applicable Benefit Period, and




(iii) amounts received by the Executive under clause (a)(ii) of either of Section
1.1 or Section 1.2, as the case may be, shall be deemed to be short term incentive
compensation received by the Executive ratably during the applicable Benefit Period.




(b) If either Section 1.1(b) or Section 1.2(b) becomes applicable and at any time
during the applicable Benefit Period, Key determines in good faith that continuing the
Executive’s coverage by and participation in any of the Relevant Plans during the
applicable Benefit Period is Impermissible, the Executive shall not be covered by and
participate in such affected plan or plans during the applicable Benefit Period, but Key
shall provide to the Executive under this Agreement, as a supplemental retirement
benefit, payments and benefits that put the Executive in the same position that the
Executive would have been in had the Executive continued to be covered by and to
participate in all such affected plans throughout the applicable Benefit Period (taking
into account the rules set forth in Section 1.4(a) above) to the same extent as the
Executive was a participant immediately before the Termination Date, with the
supplemental payments and benefits under this sentence being payable to the Executive
(or, if applicable, to the Executive’s spouse, estate, or designated beneficiary) at the
same time and with the same payment options as would be applicable under the affected
plan or plans in question.




(c) If either Section 1.1(b) or Section 1.2(b) becomes applicable and any of the
Relevant Plans and/or the KeyCorp Deferred Savings Plan are Discontinued Plans, as to
each such Discontinued Plan, Key shall provide to the Executive under this Agreement, as
a supplemental retirement benefit, payments and benefits that put the Executive in the
same position that the Executive would have been in had the Discontinued Plan continued
through the end of the applicable Benefit Period without having become a Discontinued
Plan and had the Executive continued to be covered by and to participate in that
Discontinued Plan throughout the applicable Benefit Period (taking into account the
rules set forth in Section 1.4(a) above) to the same extent as the Executive was a
participant immediately before the date of the Change of Control, with the supplemental
payments and benefits under this sentence being payable to the Executive (or, if
applicable, to the Executive’s spouse, estate, or designated beneficiary) at the same
time and with the same payment options as would be applicable under the Discontinued
Plan, and as a lump sum payment under the KeyCorp Deferred Savings Plan, provided
however, that to the extent the Discontinued Plan has been substituted for by a Relevant
Plan, the amount payable by Key under this Section 1.4(c) shall be offset by the amounts
actually paid under that substitute plan.


2. Certain Compensation Guaranties During Two Years following a Change of Control. For so long as
the Executive remains in the employ of Key or one of its Subsidiaries during the period beginning
on the day after any Change of Control and continuing through the second anniversary of that Change
of Control (the period of the Executive’s employment during such two year period being the
“Guaranteed Compensation Period”), the Executive shall be entitled to


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the Incentive Compensation Guaranty set forth in Section 2.1 and to the Option/SAR Guaranty set
forth in Section 2.2.





2.1 Guaranteed Level of Incentive Compensation. Except as otherwise provided in Section 2.3,
Key shall cause the Executive to receive, during the Guaranteed Compensation Period, as
incentive compensation, an amount that, on an annualized basis, is at least equal to the
Executive’s Average Annual Incentive Compensation. The guaranty set forth in the immediately
preceding sentence (the “Incentive Compensation Guaranty”) establishes a minimum amount of
incentive compensation that must be paid to the Executive with respect to the Executive’s
employment during the Guaranteed Compensation Period. Except as and to the extent otherwise
permitted by any of the provisions of Section 2.3:




(a) Key shall make payments to the Executive in cash that satisfy the Incentive
Compensation Guaranty quarterly in arrears, within 30 days after the end of each
calendar quarter for each quarter or portion thereof during the Guaranteed Compensation
Period;




(b) If the Executive’s employment terminates for any reason other than Cause, Key shall
pay all unpaid guaranteed incentive compensation with respect to the Guaranteed
Compensation Period to the Executive in a lump sum by not later than 30 business days
after the Termination Date; and




(c) If the Executive’s employment is terminated by Key for Cause, Key shall not be
required to pay to the Executive any amount of incentive compensation on account of the
Incentive Compensation Guaranty that was not required to have been paid before the
Termination Date.




2.2 Guaranteed Participation in Stock Option and SAR Plans. During the Guaranteed Compensation
Period, the Executive shall participate fully (and at a level at least substantially equivalent
to that of comparable senior executives of Key) in each and every stock option and stock
appreciation right plan in which similarly situated executives of Key and its Subsidiaries
generally participate. The guaranty of full participation set forth in this Section 2.2 is
hereinafter sometimes referred to as the “Option/SAR Guaranty.”




2.3 Exceptions to and Alternative Means of Satisfying the Incentive Compensation Guaranty. For
purposes of the exceptions and alternative means of satisfying the Incentive Compensation
Guaranty that are set forth in this Section 2.3, the Incentive Compensation Guaranty shall be
deemed to be made up of two parts, the “Short Term Part” and the “Long Term Part,” each of which
shall bear the same proportion, respectively, to the entire Incentive Compensation Guaranty as
Average Short Term Incentive Compensation and Average Long Term Incentive Compensation bear,
respectively, to Average Annual Incentive Compensation:




(a) Bona fide Short Term Incentive Compensation Plan Exception. If (i) Key maintains a
bona fide short term incentive compensation plan that would satisfy the Short Term Part
if the Executive received short term incentive compensation under that plan at the
Executive’s target level; (ii) Key, in administering that plan in good faith and without
discriminating against the Executive, utilizes a performance factor that is intended to
rate for the short term compensation cycle in question either the corporation’s overall
performance or the overall performance of the business unit in



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which the Executive works; (iii) that performance factor is uniformly applied (either in
establishing an incentive compensation pool or against each participant’s target) to all
participants in the plan or to all participants in the plan that work in the business
unit in which the Executive works, as the case may be; and (iv) the application of that
factor reduces the short term incentive compensation payable under that plan to a level
below the Executive’s target level; then payment of the short term incentive
compensation, if any, due to the Executive at the reduced level under that plan shall
satisfy Key’s obligation under the Short Term Part for that particular short term
compensation cycle.




(b) Annual Payment Exception. If Key maintains a bona fide short term incentive
compensation plan that would satisfy the Short Term Part if the Executive received short
term incentive compensation under that plan at the Executive’s target level and that
plan provides for payment of all amounts earned at regularly scheduled times not less
frequently than once a year, Key may satisfy the Short Term Part by paying incentive
compensation to the Executive under that plan (at not less than the Executive’s target
level or as reduced if permitted by 2.3(a) above) at those regularly scheduled times,
except that if Executive’s employment terminates for any reason other than Cause, Key
shall make payments under that plan, pro rated to include all periods within the
Compensation Guaranty Period as to which the Executive has not yet received incentive
compensation under that plan, within 30 business days after the Termination Date.




(c) Issuance of Restricted Stock Alternative. As an alternative to paying Executive
cash to satisfy the Long Term Part, Key may make restricted stock grants of Common
Shares to the Executive each year during the Guaranteed Compensation Period that:




(i) are made during the same calendar quarter of the year as the calendar quarter
during which Key made LTIC Stock Grants in the year immediately preceding the Change
Year (but if Key made such grants during more than one calendar quarter in the year
immediately preceding the Change Year, then the new grant shall be made during the
same calendar quarter of the year as the calendar quarter during which Key made
grants to the highest number of officers in the year immediately preceding the
Change Year);




(ii) have a Fair Market Value that on an annual basis is at least equal to the
Executive’s Average Long Term Incentive Compensation;




(iii) provide for time lapsed vesting of the restricted stock subject to the grant
so that the entire grant will be fully vested not later than the third anniversary
of the date of grant if the Executive continues to be employed through that date;
and




(iv) have the further provision that, upon any termination of the Executive’s
employment other than a termination for Cause (including, without limitation, any
termination by reason of death, disability, voluntary or involuntary retirement, or
resignation), if, as of the Termination Date, less than a proportionate part of the
Common Shares subject to the restricted stock grant granted to the Executive during
the Guaranteed Compensation Period has vested, then an additional portion of those
Common Shares shall vest immediately on the Termination Date so that, in the
aggregate, a proportionate part has vested as of the Termination



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Date. For these purposes, “a proportionate part” means the full number of Common
Shares in the restricted stock grant multiplied by a fraction, the numerator of
which is the number of days between (x) January 1 of the calendar year in which the
restricted stock grant was made and (y) the last day of the Guaranteed Compensation
Period, inclusive, and the denominator of which is 1095 (i.e., 365 times three).




If Key makes restricted stock grants as provided in this 2.3(c), Key will have satisfied the
Long Term Part.



3. Other Benefits.





3.1 Reimbursement of Certain Expenses After a Change of Control.




(a) From and after a Change of Control, Key shall pay, as incurred, all expenses of the
Executive, including the reasonable fees of counsel engaged by the Executive, of
defending any action brought to have this Agreement declared invalid or unenforceable.




(b) From and after a Change of Control, Key shall pay, as incurred, all expenses of the
Executive, including the reasonable fees of counsel engaged by the Executive, of
prosecuting any action to compel Key to comply with the terms of this Agreement upon
receipt from Executive of an undertaking to repay Key for such expenses if, and only if,
it is ultimately determined by a court of competent jurisdiction that the Executive had
no reasonable grounds for bringing that action (which determination need not be made
simply because the Executive fails to succeed in the action).




(c) From and after a Change of Control, expenses (including attorney’s fees) incurred
by the Executive in defending any action, suit, or proceeding commenced or threatened
(whether before or after the Change of Control) against the Executive (i) for any action
or failure to act as a director, employee, officer, or agent of Key or any Subsidiary or
(ii) if the Executive is or was serving at the request of Key or any subsidiary, for any
action or failure to act as a director, trustee, officer, employee, member, manager, or
agent of a bank, corporation, domestic or foreign, nonprofit or for profit, limited
liability company, partnership, joint venture, trust, or other enterprise, including
serving as a committee member or other fiduciary of any employee benefit plan maintained
by Key or any Subsidiary (“Plan”), shall be paid by Key, as they are incurred, in
advance of final disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the Executive in which the Executive agrees to reasonably
cooperate with Key or the Subsidiary, as the case may be, concerning the action, suit,
or proceeding, and (i) if the action, suit, or proceeding is commenced or threatened
against the Executive for any action or failure to act as a director, to repay the
amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that the Executive’s action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to Key or a Subsidiary or undertaken
with reckless disregard for the best interests of Key or a Subsidiary, or (ii) if the
action, suit, or proceeding is commenced or threatened against the Executive for any
action or failure to act as a trustee, officer, employee, member, manager, or agent
(including as a Plan fiduciary), to repay the amount if it is ultimately determined that
the Executive is not entitled to be



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indemnified. The obligation of Key to advance expenses provided for in this Section
3.1(c) shall not be deemed exclusive of any other rights to which the Executive may be
entitled under the articles of incorporation or regulations of Key or of any Subsidiary,
any agreement, vote of shareholders or disinterested directors, insurance policy or
similar protection, or otherwise. Without limiting the preceding provisions of this
Section 3.1, Key shall advance the Executive’s expenses provided for herein as incurred
in connection with service as a member of either the Key Cash Balance Pension Plan Trust
Oversight Committee or the Key 401(k) Savings Plan Trust Oversight Committee or any
successor of either of the Committees.




3.2 Indemnification. From and after a Change of Control, Key shall indemnify the Executive, to
the full extent permitted or authorized by the Ohio General Corporation Law as it may from time
to time be amended, if the Executive is (whether before or after the Change of Control) made or
threatened to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact
that the Executive is or was a director, officer, employee or agent of Key or any Subsidiary, or
is or was serving at the request of Key or any Subsidiary as a director, trustee, officer,
employee, member, manager or agent of a bank, corporation, domestic or foreign, nonprofit or for
profit, limited liability company, partnership, joint venture, trust, or other enterprise,
including serving as a committee member or other fiduciary of any Plan, including serving as a
member of either the Key Cash Balance Pension Plan Trust Oversight Committee or the Key 401(k)
Savings Plan Trust Oversight Committee, or any successor of either of the Committees. The
indemnification provided by this Section 3.2 shall not be deemed exclusive of any other rights
to which the Executive may be entitled under the articles of incorporation or the regulations of
Key or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors,
insurance policy or similar protection, or otherwise, both as to action in the Executive’s
official capacity and as to action in another capacity while holding such office, and shall
continue as to the Executive after the Executive has ceased to be a director, trustee, officer,
employee, member, manager, agent, committee member or other fiduciary and shall inure to the
benefit of the heirs, executors, and administrators of the Executive. Notwithstanding the
foregoing provisions of this Section 3.2, the Executive shall not be indemnified if it is
judicially determined that the Executive’s action or failure to act constituted gross negligence
or willful misconduct in carrying out the Executive’s duties as a fiduciary of a Plan.




3.3 Disability. If, after a Change of Control and prior to the Termination Date, the Executive
is unable to perform services for Key or any Subsidiary for any period by reason of disability
of the Executive, Key will pay and provide to the Executive all compensation and benefits to
which the Executive would have been entitled had the Executive continued to be actively employed
by Key or any Subsidiary through the earliest of the following dates: (a) the first date on
which the Executive is no longer so disabled to such an extent that the Executive is unable to
perform services for Key or any Subsidiary (whereupon the Executive shall be restored to his
duties and this Agreement shall apply in accordance with its terms), (b) the date on which the
Executive becomes eligible for payment of long term disability benefits under a long term
disability plan generally applicable to executives of Key or a Subsidiary, (c) the date on which
Key has paid and provided 24 months of compensation and benefits to the Executive during the
Executive’s disability, or (d) the date of the Executive’s death.



3.4 Parachute Payments.




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     In the event that the payments or distributions to be made by Key to or for the benefit of the
Executive (whether paid or payable or distributed or distributable pursuant to the terms of this
Agreement, under some other plan, agreement, or arrangement, or otherwise) (a “Payment”) (i)
constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and
(ii) but for this Section 3.4 would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code (the “Excise Tax”), then the Payment to the Executive shall be either:




(a) delivered in full, or




(b) delivered after reducing the Payment $1 below the safe harbor limit (as described in
Section 280G(b)(2)(A)(ii) of the Internal Revenue Code) which would result in no portion
of the Payment being subject to the Excise Tax,


whichever of the foregoing amounts, taking into account the applicable federal, state, and local
income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of
the greater amount, notwithstanding that all or some portion of the Payment may be taxable under
Section 4999 of the Internal Revenue Code. In the event that the Payment is required to be reduced
by this Section 3.4, the Executive shall be entitled to designate the portion of the Payment to be
so reduced to give effect to this Section 3.4. The Accounting Firm shall make all determinations
required by this Section 3.4. Key and the Executive shall cooperate with each other and the
Accounting Firm and shall provide necessary information so that the Accounting Firm may make all
such determinations. Key shall pay all of the fees of the Accounting Firm for services performed
by the Accounting Firm as contemplated in this Section 3.4.



4. No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect
Upon Other Plans. Key’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense, or other claim whatsoever that Key or any of its Subsidiaries may have against
the Executive. The Executive shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or otherwise. Except as
provided in Section 1.3, the amount of any payment provided for under this Agreement shall not be
reduced by any compensation or benefits earned by the Executive as the result of employment by
another employer or otherwise after the termination of the Executive’s employment. Neither the
provisions of this Agreement, nor the execution of the waiver and release referred to in Section
5.3 below, nor the making of any payment provided for hereunder shall reduce any amounts otherwise
payable, or in any way diminish the Executive’s rights, under any incentive compensation plan,
stock option or stock appreciation rights plan, deferred compensation plan, restricted stock plan
or agreement, retirement or supplemental retirement plan, stock purchase and savings plan,
disability or insurance plan, or other similar contract, plan, or arrangement of Key or any
Subsidiary, all of which will continue to be governed by their respective terms.



5. Certain Limitations on Benefits.





5.1 Election of Benefits Required; Payments in Lieu of Other Claims or Rights. If (a) the
Executive is a party to either or both of an employment agreement (which includes any letter
agreement regarding Executive’s employment with Key or any Subsidiary) or severance agreement
with Key or any Subsidiary (singularly or collectively, the “Prior Agreement”),



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and (b) the Executive’s employment is terminated under circumstances giving rise to a right on
the part of the Executive to receive continuing compensation, separation pay, or other severance
benefits under the Prior Agreement and under this Agreement, the Executive shall have the right
to elect to have either the Prior Agreement (if and only to the extent the Prior Agreement is
applicable) or this Agreement (if and only to the extent this Agreement is applicable) , but not
both, apply to the termination. If this Section 5.1 applies: (x) Key shall not make any
payments arising out of the termination of the Executive’s employment, either under the Prior
Agreement or under this Agreement, until after the Executive has delivered to Key a signed
notice of election to receive payments under the Prior Agreement or under this Agreement, and
(y) if the Executive elects to receive payments under the Prior Agreement, the provisions of
Sections 3.1 and 3.2 of this Agreement shall nevertheless continue to be applicable, but without
duplication of payments. If the Executive receives any payments under Section 1.1(a) or Section
1.2(a), as the case may be, of this Agreement as a result of the termination of the Executive’s
employment following a Change of Control, those payments shall be in lieu of any and all other
claims or rights that the Executive may have for severance, separation, and/or salary
continuation pay upon that termination of the Executive’s employment.




5.2 Taxes; Withholding of Taxes. Without limiting either the right of Key or its Subsidiary to
withhold taxes pursuant to this Section 5.2, the Executive shall be responsible for all income,
excise, and other taxes (federal, state, city, or other) imposed on or incurred by the Executive
as a result of receiving the payments provided in this Agreement, including, without limitation,
the payments provided under Section 1 of this Agreement. Key or its Subsidiary may withhold
from any amounts payable under this Agreement all federal, state, city, or other taxes as Key
shall determine to be required pursuant to any law or government regulation or ruling. Without
limiting the generality of the foregoing, Key or its Subsidiary may withhold from any amount
payable under either of Sections 1.1 or 1.2 of this Agreement amounts sufficient to satisfy any
tax withholding requirements that may arise out of any payment made to the Executive by Key or
any Subsidiary under Section 1.3 of this Agreement.




5.3 Waiver and Release. Key may condition the payment of any amounts otherwise due under
Section 1 of this Agreement upon (a) the execution by the Executive of a waiver and release in
the form attached to this Agreement as Exhibit A, with blanks appropriately filled and, in the
case of clause (e) contained therein, completed with the number of days that Key determines is
required under applicable law, but in no event more than 45 days, and (b) the observation of
such waiting periods, if any, before and after execution of the waiver and release by the
Executive as are required by law, such as, for example, the waiting periods

required for a waiver and release to be effective with respect to claims under the Age
Discrimination in Employment Act, provided that Key delivers to the Executive such a waiver and
release, appropriately completed, within seven days of the date on which the Executive’s
employment is terminated.


6. Term of this Agreement. This Agreement shall be effective upon the date first above written and
shall thereafter apply to any Change of Control occurring on or before December 31, 2007. Unless
this Agreement is terminated earlier pursuant to Section 6.1, on December 31, 2007 and on December
31 of each succeeding year thereafter (a “Renewal Date”), the term of this Agreement shall be
automatically extended for an additional year unless either party has given notice to the other, at
least one year in advance of that Renewal Date, that the Agreement shall not apply to any Change of
Control occurring after that Renewal Date.




Page 10









 









6.1 Termination of Agreement Upon Termination of Employment Before a Change of Control. This
Agreement shall automatically terminate and cease to be of any further effect on the first date
occurring before a Change of Control on which the Executive is no longer employed by Key or any
Subsidiary, except that, for purposes of this Agreement, any termination of employment of the
Executive that is effected before and in contemplation of a Change of Control that occurs after
the date of the termination shall be deemed to be a termination of the Executive’s employment as
of immediately after that Change of Control and this Agreement shall be deemed to be in effect
immediately after that Change of Control.




6.2 No Termination of Agreement after a Change of Control. If a Change of Control occurs while
this Agreement remains in effect, this Agreement shall remain effective indefinitely thereafter
with respect to any and all consequences flowing from that Change of Control under the terms of
this Agreement. However, after a Change of Control, Key may terminate this Agreement with
respect to any further Change of Control that might occur after a future Renewal Date by giving
notice, at least one year in advance of that future Renewal Date, as contemplated above in this
Section 6, that the Agreement shall not apply to any Change of Control occurring after that
future Renewal Date.



7. Miscellaneous.





7.1 Successor to Key. Key shall not consolidate with or merge into any other corporation, or
transfer all or substantially all of its assets to another corporation or bank, unless such
other corporation or bank shall assume this Agreement in a signed writing and deliver a copy
thereof to the Executive. Upon such assumption the successor corporation or bank shall become
obligated to perform the obligations of Key under this Agreement and the term “Key” as used in
this Agreement shall be deemed to refer to such successor corporation or bank.




7.2 Notices. For purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly given when delivered
or mailed by United States registered mail, return receipt requested, postage prepaid, and
addressed, in the case of notices to Key or a Subsidiary, as follows:



KeyCorp

127 Public Square

Cleveland, Ohio 44114

Attention: Secretary





and, in the case of notices to the Executive, properly addressed to the Executive at the
Executive’s most recent home address as shown on the records of Key or its Subsidiary, or such
other address as either party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.




7.3 Employment Rights. Nothing expressed or implied in this Agreement shall create any right or
duty on the part of Key or the Executive to have the Executive continue as an officer of Key or
a Subsidiary or to remain in the employment of Key or a Subsidiary.




7.4 Administration. Key shall be responsible for the general administration of this Agreement
and for making payments under this Agreement. All fees and expenses billed by



Page 11









 







the Accounting Firm for services contemplated under this Agreement shall be the responsibility
of Key.




7.5 Source of Payments. Any payment specified in this Agreement to be made by Key may be made,
at the election of Key, directly by Key or through any Subsidiary of Key. All payments under
this Agreement shall be made solely from the general assets of Key or one of its Subsidiaries
(or from a grantor trust, if any, established by Key for purposes of making payments under this
Agreement and other similar agreements), and the Executive shall have the rights of an unsecured
general creditor of Key with respect thereto.




7.6 Claims Review Procedure. Whenever Key decides for whatever reason to deny, whether in whole
or in part, a claim for benefits under this Agreement by the Executive, Key shall transmit a
written notice of its decision to the Executive, which notice shall be written in a manner
calculated to be understood by the Executive and shall contain a statement of the specific
reasons for the denial of the claim and a statement advising the Executive that, within 60 days
of the date on which the Executive receives such notice, the Executive may obtain review of the
decision of Key in accordance with the procedures hereinafter set forth. Within such 60-day
period, the Executive or the Executive’s authorized representative may request that the claim
denial be reviewed by filing with Key a written request therefor, which request shall contain
the following information:




(a) the date on which the request was filed with Key,




(b) the specific portions of the denial of the Executive’s claim that the Executive
requests Key to review, and




(c) any written material that the Executive desires Key to examine.




Within 30 days of the date specified in clause (a) of this Section 7.6, Key shall conduct a full
and fair review of its decision to deny the Executive’s claim for benefits and deliver to the
Executive its written decision on review, written in a manner calculated to be understood by the
Executive, specifying the reasons and the Agreement provisions upon which its decision is based.
Nothing in this Section 7.6 shall be construed as limiting or restricting the Executive’s right
to institute legal proceedings in a court of competent jurisdiction to enforce this Agreement
after complying with the procedures set forth in this Section 7.6 or as limiting or restricting
the scope of the court’s review (which review shall be de novo); provided, further, that the
failure of the Executive to comply with the procedures set forth in this Section 7.6 shall not
bar or prohibit the subsequent compliance by the Executive with those procedures and thereafter
the Executive shall have the right to institute legal proceedings to enforce this Agreement.




7.7 Validity. The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement which shall
remain in full force and effect.




7.8 Modification, Waiver, Etc. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in a writing signed by
the Executive and Key. No waiver by either party hereto at any time of any breach by the other
party of, or compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or



Page 12









 







conditions at the same time or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof has been made
by either party that is not set forth expressly in this Agreement. This Agreement shall inure
to the benefit of and be enforceable by the Executive’s personal representatives, executors,
administrators, successors, heirs, and designees. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.




7.9 Savings Clause. If any payments otherwise payable to the Executive under this Agreement are
prohibited or limited by any statute or regulation in effect at the time the payments would
otherwise be payable, including, without limitation, any regulation issued by the Federal
Deposit Insurance Corporation (the “FDIC”) that limits executive change of control payments that
can be made by an FDIC insured institution or its holding company if the institution is
financially troubled (any such limiting statute or regulation a “Limiting Rule”):




(a) Key will use its best efforts to obtain the consent of the appropriate governmental
agency (whether the FDIC or any other agency) to the payment by Key to the Executive of
the maximum amount that is permitted (up to the amounts that would be due to the
Executive absent the Limiting Rule); and




(b) the Executive will be entitled to elect to have apply, and therefore to receive
benefits directly under, either (i) this Agreement (as limited by the Limiting Rule) or
(ii) any generally applicable Key severance, separation pay, and/or salary continuation
plan that may be in effect at the time of the Executive’s termination.




Following any such election, the Executive will be entitled to receive benefits under the
agreement or plan elected only if and to the extent the agreement or plan is applicable and
subject to its specific terms.



8. Definitions.





8.1 Accounting Firm. The term “Accounting Firm” means the independent auditors of Key for the
fiscal year preceding the year in which the Change of Control occurred and such firm’s successor
or successors; provided, however, if such firm is unable or unwilling to serve and perform in
the capacity contemplated by this Agreement, Key shall select another national accounting firm
of recognized standing to serve and perform in that capacity under this Agreement, except that
such other accounting firm shall not be the then independent auditors for Key or any of its
affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as
amended (the “1934 Act”)).




8.2 Average Annual Incentive Compensation. The term “Average Annual Incentive Compensation”
means Average Short Term Incentive Compensation, as defined in Section 8.4 below and Average
Long Term Incentive Compensation, as defined in Section 8.3 below. For purposes of this
Agreement:




(a) except as provided in (c) below, incentive compensation means any cash based
incentive compensation, including bonuses and is calculated before any reduction on
account of deferrals;



Page 13









 






(b) notwithstanding the fact that they are made in restricted stock and/or performance
shares rather than in cash, any LTIC Stock Grant shall be deemed to be long term
incentive compensation;




(c) special hiring bonuses paid or awarded to a newly hired executive in
connection with that hiring or extraordinary bonuses to an incumbent executive, outside
and beyond Key’s regular incentive compensation program, such as special retention
awards to induce an executive to stay with Key, shall not be treated as incentive
compensation;




(d) short term incentive compensation means incentive compensation for periods of time
of one year or less;




(e) targeted short term incentive compensation means:




(i) if the short term incentive compensation plan, program, or arrangement in
question designates a targeted amount or a targeted level of achievement for the
Executive or the Executive’s job grade, it means that targeted amount or level;




(ii) if the short term incentive compensation plan, program, or arrangement in
question has only one level of payout for the Executive or the Executive’s job grade
(other than zero), it means that level (i.e., the level other than zero);




(iii) if the short term incentive compensation plan, program, or arrangement in
question does not designate a targeted amount or level of achievement for the
Executive or the Executive’s job grade but does have multiple anticipated levels of
possible payout or achievement for the Executive or the Executive’s job grade, it
means (in each case excluding from consideration any level that results in zero
payout) the middle level of payout or achievement for the Executive or the
Executive’s job grade (or if there are an even number of levels, the average of the
two levels if there are only two levels or the average of the middle two levels if
there are four or more levels); and




(iv) in all other cases, the amount anticipated or projected to be paid under the
plan, program, or arrangement in question at the time the performance period in
question commenced.




For purposes of calculating Average Annual Incentive Compensation under this Section 8.2, in
determining the amount of incentive compensation (short or long term) payable to or targeted for
the Executive for any past or current incentive compensation period or cycle, if the incentive
compensation was for a partial period or cycle (such as where an executive becomes a participant
in an incentive plan after the incentive compensation period or cycle has commenced so that the
award payable to or targeted for the executive is prorated), such incentive compensation payable
to or targeted for the Executive shall be determined as if the Executive had participated
throughout the complete incentive compensation period or cycle in question. For example, if,
with respect to a 12-month plan that would have paid the Executive short term incentive
compensation of $12X if the Executive had been a participant for the full plan year, the
Executive became a participant when only seven months were left in the plan year and the
Executive was therefore paid incentive compensation of only $7X, the Executive would be treated
for purposes of this Section 8.2 as if the Executive had been a



Page 14









 






participant for the full plan year and had been paid incentive compensation of $12X under the plan.




8.3 Average Long Term Incentive Compensation. The term “Average Long Term Incentive
Compensation” means the higher of:




(i) the average of the dollar value of the LTIC Stock Grants made to the Executive in
each of the two years immediately preceding the Change Year (e.g., the average of the
2006 LTIC Stock Grant and the 2007 LTIC Stock Grant if the Change Year is 2008), or, if
for any reason an LTIC Stock Grant was made to Executive in only one of those two
immediately preceding years, the dollar value of the LTIC Stock Grant for that single
year, and




(ii) the dollar value of the LTIC Stock Grant for the Change Year;




except that, if the Executive first became employed by Key or a Subsidiary during the Change
Year or during the year immediately preceding the Change Year and pursuant to an offer letter or
agreement the terms of which were approved by the Committee, “Average Long Term Incentive
Compensation” shall be not less than the dollar value of the LTIC Stock Grant target specified
in that offer letter or agreement.




For purposes of this Section 8.3 the dollar value of any LTIC Stock Grant means the aggregate
Fair Market Value of the Common Shares subject to that grant (whether those Common Shares are
restricted Common Shares or Performance Shares) as of the date the grant is made, taking into
account all and only all of the target level of those Common Shares that are subject to the
particular LTIC Stock Grant, without regard to changes in Key’s stock price after the date of
grant or to any restrictions on or contingencies concerning those Common Shares.




8.4 Average Short Term Incentive Compensation. The term “Average Short Term Incentive
Compensation” means the higher of:




(a) the average of the short term incentive compensation payable to the Executive for
each of the last two years immediately preceding the Change Year or, if, for any reason,
short term incentive compensation was payable to the Executive for only one of those two
years, the amount of short term incentive compensation payable to the Executive for that
year, and




(b) the Executive’s targeted short term incentive compensation for the Change Year or
for the year immediately preceding the Change Year, whichever is higher,




except that if the Executive first became a participant in Key’s short term incentive
compensation program during the Change Year, Average Short Term Incentive Compensation means the
Executive’s targeted short term incentive compensation for the Change Year.




8.5 Base Salary. The term “Base Salary” means the salary payable to the Executive from time to
time before any reduction for voluntary contributions to the KeyCorp 401(k) Plan or any other
deferral. Base Salary does not include imputed income from payment by Key of country club
membership fees or other noncash benefits.




Page 15










 






8.6 Cause. The employment of the Executive by Key or any of its Subsidiaries shall have
been terminated for “Cause” if, after a Change of Control and prior to the termination of
employment, any of the following has occurred:




(a) the Executive shall have been convicted of a felony,




(b) the Executive commits an act or series of acts of dishonesty in the course of the
Executive’s employment which are materially inimical to the best interests of Key or a
Subsidiary and which constitutes the commission of a felony, all as determined by the
vote of three fourths of all of the members of the Board of Directors of Key (other than
the Executive, if the Executive is a Director of Key) which determination is confirmed
by a panel of three arbitrators appointed and acting in accordance with the rules of the
American Arbitration Association for the purpose of reviewing that determination,




(c) Key or any Subsidiary has been ordered or directed by any federal or state
regulatory agency with jurisdiction to terminate or suspend the Executive’s employment
and such order or directive has not been vacated or reversed upon appeal, or




(d) after being notified in writing by the Board of Directors of Key to cease any
particular Competitive Activity, the Executive shall intentionally continue to engage in
such Competitive Activity while the Executive remains in the employ of Key or a
Subsidiary.




If (x) Key or any Subsidiary terminates the employment of the Executive during the two year
period beginning on the date of a Change of Control and at a time when it has “Cause” therefor
under clause (c), above, (y) the order or directive is subsequently vacated or reversed on
appeal and the vacation or reversal becomes final and no longer subject to further appeal, and
(z) Key or the Subsidiary fails to offer to reinstate the Executive to employment within ten
days of the date on which the vacation or reversal becomes final and no longer subject to
further appeal, Key or the Subsidiary will be deemed to have terminated the Executive without
Cause during the two year period beginning on the date of the Change of Control.




8.7 Change of Control. A “Change of Control” shall be deemed to have occurred if, at any time
while this Agreement is in effect pursuant to Section 6 hereof, there is a Change of Control
under any of clauses (a), (b), (c), or (d) below. For these purposes, Key will be deemed to
have become a subsidiary of another corporation if any other corporation (which term shall, for
all purposes of this Section 8.7, include, in addition to a corporation, a limited liability
company, partnership, trust, or other organization) owns, directly or indirectly, 50 percent or
more of the total combined outstanding voting power of all classes of stock of Key or any
successor to Key.




(a) A Change of Control will have occurred under this clause (a) if Key is a party to a
transaction pursuant to which Key is merged with or into, or is consolidated with, or
becomes the subsidiary of another corporation and either




(i) immediately after giving effect to that transaction, less than 65% of the then
outstanding voting securities of the surviving or resulting corporation or (if Key



Page 16









 






becomes a subsidiary in the transaction) of the ultimate parent of Key represent or
were issued in exchange for voting securities of Key outstanding immediately prior
to the transaction, or




(ii) immediately after giving effect to that transaction, individuals who were
directors of Key on the day before the first public announcement of (x) the pendency
of the transaction or (y) the intention of any person or entity to cause the
transaction to occur, cease for any reason to constitute at least 51% of the
directors of the surviving or resulting corporation or (if Key becomes a subsidiary
in the transaction) of the ultimate parent of Key.




(b) A Change of Control will have occurred under this clause (b) if a tender or
exchange offer shall be made and consummated for 35% or more of the outstanding voting
stock of Key or any person (as the term “person” is used in Section 13(d) and Section
14(d)(2) of the 1934 Act) is or becomes the beneficial owner of 35% or more of the
outstanding voting stock of Key or there is a report filed on Schedule 13D or Schedule
14D-1 (or any successor schedule, form or report), each as adopted under the 1934 Act,
disclosing the acquisition of 35% or more of the outstanding voting stock of Key in a
transaction or series of transactions by any person (as defined earlier in this clause
(b));




(c) A Change of Control will have occurred under this clause (c) if either




(i) without the prior approval, solicitation, invitation, or recommendation of the
Key Board of Directors any person or entity makes a public announcement of a bona
fide intention (A) to engage in a transaction with Key that, if consummated, would
result in a Change Event (as defined below in this clause (c)), or (B) to “solicit”
(as defined in Rule 14a-1 under the 1934 Act) proxies in connection with a proposal
that is not approved or recommended by the Key Board of Directors, or




(ii) any person or entity publicly announces a bona fide intention to engage in an
election contest relating to the election of directors of Key (pursuant to
Regulation 14A, including Rule 14a-11, under the 1934 Act),




and, at any time within the 24 month period immediately following the date of the announcement
of that intention, individuals who, on the day before that announcement, constituted the
directors of Key (the “Incumbent Directors”) cease for any reason to constitute at least a
majority thereof unless both (A) the election, or the nomination for election by Key’s
shareholders, of each new director was approved by a vote of at least two-thirds of the
Incumbent Directors in office at the time of the election or nomination for election of such new
director, and (B) prior to the time that the Incumbent Directors no longer constitute a majority
of the Board of Directors, the Incumbent Directors then in office, by a vote of at least 75% of
their number, reasonably determine in good faith that the change in Board membership that has
occurred before the date of that determination and that is anticipated to thereafter occur
within the balance of the 24 month period to cause the Incumbent Directors to no longer be a
majority of the Board of Directors was not caused by
or attributable to, in whole or in any significant part, directly or indirectly, proximately or
remotely, any event under subclause (i) or (ii) of this clause (c).



Page 17









 






For purposes of this clause (c), the term “Change Event” shall mean any of the events described
in the following subclauses (x), (y), or (z) of this clause (c):




(x) A tender or exchange offer shall be made for 25% or more of the outstanding
voting stock of Key or any person (as the term “person” is used in Section 13(d) and
Section 14(d)(2) of the 1934 Act) is or becomes the beneficial owner of 25% or more
of the outstanding voting stock of Key or there is a report filed on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form, or report), each as adopted under
the 1934 Act, disclosing the acquisition of 25% or more of the outstanding voting
stock of Key in a transaction or series of transactions by any person (as defined
earlier in this subclause (x)).




(y) Key is a party to a transaction pursuant to which Key is merged with or into,
or is consolidated with, or becomes the subsidiary of another corporation and, after
giving effect to such transaction, less than 50% of the then outstanding voting
securities of the surviving or resulting corporation or (if Key becomes a subsidiary
in the transaction) of the ultimate parent of Key represent or were issued in
exchange for voting securities of Key outstanding immediately prior to such
transaction or less than 51% of the directors of the surviving or resulting
corporation or (if Key becomes a subsidiary in the transaction) of the ultimate
parent of Key were directors of Key immediately prior to such transaction.




(z) There is a sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all or substantially all the assets of Key.




(d) A Change of Control will have occurred under this clause (d) if there is a sale,
lease, exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of Key.




8.8 Change Year. The term “Change Year” means the year in which a Change of Control occurred
or, if more than one Change of Control has occurred, the year in which the earliest Change of
Control occurred.




8.9 Common Shares. The term “Common Shares” means common shares of Key.




8.10 Committee. The term “Committee” means the Compensation and Organization Committee of the
Board of Directors of Key or any successor to that committee.




8.11 Competitive Activity. The Executive shall be deemed to have engaged in “Competitive
Activity” if the Executive:




(a) engages in any business or business activity in which Key or any of its
Subsidiaries engages, including, without limitation, engaging in any business activity
in the banking or financial services industry (other than as a director, officer, or
employee of Key or any of its Subsidiaries), or




(b) serves as a director, officer, or employee of any bank, bank holding company,
savings and loan association, building and loan association, savings and loan holding
company, insurance company, investment banking or securities company, mutual fund
company, or other financial services company other than Key or any of its



Page 18









 






Subsidiaries
(each of the foregoing being hereinafter referred to as a “Financial Services
Company”), or renders services of a consultative or advisory nature or otherwise to any
such Financial Services Company; provided, however, this clause (b) shall not prohibit
or restrict the Executive from serving in any such capacity with the consent of Key.




8.12 Disability. For purposes of this Agreement, the Executive’s employment will have been
terminated by Key or its Subsidiary by reason of “Disability” of the Executive only if (a) as a
result of bodily injury or sickness, the Executive has been unable to perform the Executive’s
normal duties for Key or its Subsidiary for a period of 180 consecutive days, and (b) the
Executive begins to receive payments under the KeyCorp Long Term Disability Benefit Plan not
later than 30 days after the Termination Date.




8.13 Discontinued Plan. The term “Discontinued Plan” includes any Retirement Plan, the Savings
Plan and/or the KeyCorp Deferred Savings Plan that:




(a) the Executive was covered by and participating in immediately before the occurrence
of a Change of Control, and




(b) was, between the date of the Change of Control and the Termination Date, either
terminated or altered in such a way as to substantially reduce the benefits provided to
the Executive thereunder without having been substituted for by a similar plan providing
substantially similar benefits to the Executive.




8.14 Fair Market Value. The term “Fair Market Value” with respect to Common Shares means:




(a) if the Common Shares are traded on a national exchange, the mean between the high
and low sales price per Common Share on the national exchange on the date for which the
determination of fair market value is made or, if there are no sales of Common Shares on
that date, then on the next preceding date on which there were any sales of Common
Shares, or




(b) if the Common Shares are not traded on a national exchange, the mean between the
high and low sales price per Common Share in the over-the-counter market, National
Market System, as report by the National Quotations Bureau, Inc. and NASDAQ on the date
for which the determination of fair market value is made or, if there are no sales of
Common Shares on that date, then on the next preceding date on which there were any
sales of Common Shares.




8.15 Good Reason. The Executive shall be deemed to have “Good Reason” to terminate the
Executive’s employment under this Agreement during a Window Period if, at any time after the
occurrence of a Change of Control and before the end of the Window Period, either

or both of the events listed in clauses (a) and (b) of this Section 8.15 occurs without the
written consent of the Executive:




(a) following notice by the Executive to Key and an opportunity by Key to cure, the
Executive determines in good faith that the Executive’s position, responsibilities,
duties, or status with Key are at any time materially less than or reduced from those in
effect before the Change of Control or that the Executive’s reporting relationships



Page 19









 






with
superior executive officers have been materially changed from those in effect before the
Change of Control; or




(b) Key’s headquarters is relocated outside of the greater Cleveland metropolitan area
(but this clause (b) shall apply only if Key’s headquarters was the Executive’s
principal place of employment before the Change of Control).




For purposes of clause (a), Key will be deemed to have had an opportunity to cure and to have
failed to effect a cure if the circumstance otherwise constituting Good Reason persists (as
determined in good faith by the Executive, whose determination shall be conclusive) for more
than seven calendar days after the Executive has given notice to Key of the existence of that
circumstance.




8.16 Impermissible. The term “Impermissible,” when used in the context of the Executive’s
continued coverage by and participation in any of the Retirement Plans or Savings Plans shall
mean that such a continuation would violate the provisions of any such plan, would cause any
such plan that is or is intended to be qualified under Section 401(a) of the Internal Revenue
Code to fail to be so qualified, would require shareholder approval, or would be unlawful.




8.17 LTIC Stock Grant. The term “LTIC Stock Grant” means the grant, if any, of restricted
stock, of Performance Shares, or of a combination of restricted stock and Performance Shares
made by the Committee to the Executive during any particular year as part of Key’s ongoing
compensation program. For greater clarity, for purposes of this Agreement:




(a) “The terms “2006 LTIC Stock Grant”, “2007 LTIC Stock Grant,” “2008 LTIC Stock
Grant,” etc. refer to LTIC Stock Grants, if any, made to the Executive by resolution
adopted by the Committee in the specified year.




(b) An extraordinary grant or award of restricted stock, of Performance Shares, or of a
combination of restricted stock and Performance Shares made to a newly hired executive
in connection with that hiring (i.e., any signing or hiring bonus) and a grant or award
made to an incumbent executive outside of Key’s regular restricted stock and Performance
Share program (e.g., a special retention grant or award) shall be treated as not being
an LTIC Stock Grant and shall not be taken into account when calculating Average Long
Term Incentive Compensation.




8.18 Mandatory Relocation. A “Mandatory Relocation” shall have occurred if, at any time after a
Change of Control, the Executive is required to relocate the Executive’s principal place of
employment for Key or its Subsidiary without the Executive’s written consent more than 35 miles
from where the Executive was located prior to the Change of Control.




8.19 Performance Shares. The term “Performance Shares” means an award denominated in Common
Shares or phantom Common Shares (regardless of whether payable in stock or
cash) the vesting of which is contingent or accelerated upon attainment of one or more
performance goals (absent death, disability, or a Change of Control) .




8.20 Reduction of Compensation. A “Reduction of Compensation” shall have occurred if any one or
more of the following occurs:



Page 20









 






(a) the Base Salary of the Executive is reduced at any time after a Change of Control;




(b) following notice by the Executive to Key and an opportunity by Key to cure, Key
fails to satisfy the Incentive Compensation Guaranty;




(c) following notice by the Executive to Key and an opportunity by Key to cure, Key
fails to satisfy the Option/SAR Guaranty.




For purposes of clauses (b) and (c), Key will be deemed to have had an opportunity to cure and
to have failed to effect a cure if the failure to satisfy the Incentive Compensation Guaranty,
and/or the Option/SAR Guaranty, as the case may be, persists (as determined in good faith by the
Executive) for more than seven calendar days after the Executive has given notice to Key of the
existence of that failure.




8.21 Relevant Plans. The term “Relevant Plans” means:




(a) all Retirement Plans and Savings Plans that the Executive was covered by and
participating in immediately before the Termination Date, and




(b) all Discontinued Plans (other than the KeyCorp Deferred Savings Plan).




Reference to a “Relevant Plan,” in the singular, means any of the Relevant Plans.




8.22 Retirement Plans. The term “Retirement Plans” means the KeyCorp Cash Balance Pension Plan
and the Supplemental Retirement Plan, each as from time to time amended, restated, or otherwise
modified, and any plan that, after the date of this Agreement, succeeds,

replaces, or is substituted for any such plan, and all retirement plans of any nature maintained
by Key or any of its Subsidiaries in which the Executive was participating prior to the
Termination Date. Reference to a “Retirement Plan,” in the singular, means any of the
Retirement Plans.




8.23 Savings Plans. The term “Savings Plans” means and includes the KeyCorp 401(k) Savings
Plan, as from time to time amended, restated, or otherwise modified, including any plan that,
after the date of this Agreement, succeeds, replaces, or is substituted for such plan, and other
than the KeyCorp Deferred Savings Plan, all salary reduction, savings, profit-sharing, or stock
bonus plans (including, without limitation, all plans involving employer matching contributions,
whether or not constituting a qualified cash or deferred arrangement under Section 401(k) of the
Internal Revenue Code), maintained by Key or any of its Subsidiaries in which the Executive was
participating prior to the Termination Date. Reference to a “Savings Plan,” in the singular,
shall mean any of the Savings Plans.




8.24 Supplemental Retirement Plan. The term “Supplemental Retirement Plan” means the KeyCorp
Supplemental Retirement Plan, the KeyCorp Excess Cash Balance Pension Plan, or
the KeyCorp Executive Supplemental Pension Plan in which the Executive participates, each as
from time to time amended, restated, or otherwise modified, and any plan that, after the date of
this Agreement, succeeds, replaces, or is substituted for any of such plans.



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8.25 Subsidiary. A “Subsidiary” means any corporation, bank, partnership, or other entity a
majority of the voting control of which is directly or indirectly owned or controlled at the
time in question by Key.




8.26 Termination Date. The term “Termination Date” means the date on which the Executive’s
employment with Key and its Subsidiaries terminates.




8.27 Window Period. The term “Window Period,” with respect to any particular Change of Control,
means the three-month period beginning on the date that falls on the same day of the month as
the date of the Change of Control in the fifteenth month after the month in which the Change of
Control occurs. If at any time there has been more than one Change of Control, there shall be a
separate Window Period with respect to each such Change of Control.




8.28 Compliance with American Jobs Creation Act. In the event that any provision

of this Agreement is determined to constitute deferred compensation, as defined in accordance
with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, the
applicable provision will be administered in accordance with the requirements of Section 409A of
the Code, including the delay of any payment otherwise payable under this Agreement for a period
of 6 months following the Termination Date.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 	 	 
	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Henry L. Meyer III	 	 
	 

	 	 	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE “EXECUTIVE”	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	XXXXXXXXXX	 	 






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Exhibit A




WAIVER AND RELEASE




DO NOT SIGN WITHOUT READING AND UNDERSTANDING




     In consideration of the payments to be made to me following termination of my employment with
KeyCorp pursuant to the agreement between KeyCorp and me dated as of XXXXX XX, 200X (the “Change of
Control Agreement”), which payments I acknowledge I am not entitled to receive without execution of
this Waiver and Release, and which payments will not commence earlier than eight days after the
execution of this Waiver and Release, I, for myself, my heirs, administrators, executors, and
assigns, release and discharge KeyCorp, its affiliates, subsidiaries, divisions, successors, and
assigns and the employees, officers, directors, and agents thereof (collectively referred to
throughout this Waiver and Release as “Key”) from any and all causes of action, charges of
discrimination, proceedings, or claims of every kind, nature, and character, arising out of or
relating to my employment with Key and the termination of my employment with Key based upon or
related to any contention (i) that my employment terminated because of any tortuous, wrongful,
unlawful, or improper conduct or act or in violation or breach of any express or implied contract
or agreement, or (ii) that Key engaged in any discriminatory act, event, pattern, or practice
involving age, religion, creed, sex, national origin, ancestry, handicap, disability, veteran
status, marital status, race, or color, or the continuing or future effects thereof (including,
without limitation, the federal Age Discrimination in Employment Act, 29 U.S.C. §621 et
seq., or any similar state law).



     I warrant that no promise or inducement has been offered to me other than as set forth in the
Change of Control Agreement, that I am relying on no other statement or representation by Key, and
that I have not assigned any of my rights. I have read this Waiver and Release; I have had a full
opportunity to consider it (including the opportunity to consult with an attorney of my choice);
and I understand that by signing it I am giving up important rights, including any right to sue
under federal, state, or local law. I also verify that my entering into this Waiver and Release is
wholly voluntary.



I further warrant that:





(a) I understand that I am specifically waiving rights or claims under the federal Age
Discrimination in Employment Act, 29 U.S.C. §621 et seq.;




(b) I understand that I am not hereby waiving any rights or claims that may arise after
this Waiver and Release is executed by me;




(c) I understand that this Waiver and Release is being given by me in exchange for
consideration that is more valuable to me than what I am entitled to without the Change of
Control Agreement and the execution of this Waiver and Release;




(d) I have been advised in writing by Key that I should have, at my expense, an attorney of
my choice review this Waiver and Release;



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(e) I have been advised by Key that I may take up to                      days from receipt of this Waiver
and Release to determine whether to execute the same; and




(f) I have been advised by Key that this Waiver and Release may be revoked by me within
seven (7) days following execution of this Waiver and Release whereupon this Waiver and
Release shall be null and void.



     IN WITNESS WHEREOF, I have hereby set my hand this                      day of  
                
   ,            
         .




	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

	 	 






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Exhibit A

(cont’d)




Acknowledgment of Receipt of Waiver and Release




     I do hereby acknowledge that on                                         ,                   
  , I received a copy of the Waiver
and Release which is attached hereto, and I understand that I have                     * days from the date of
receipt of the Waiver and Release to determine whether to execute it.



	 	 	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 






 




*to be completed the same as clause (e) of the Waiver and Release.




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Exhibit A

(cont’d)




Director of Human Resources

KeyCorp

127 Public Square

Cleveland, Ohio 44114




Re:      Waiver and Release




Dear Sir or Madam:




     On                                          ,                     , I executed a Waiver and Release in
 favor of KeyCorp. More than seven
(7) days have elapsed since I executed the Waiver and Release. I have at no time revoked my
acceptance or execution of the Waiver and Release and, accordingly, I hereby request that KeyCorp
commence making the payments due to me under my Change of Control Agreement.



	 	 	 	 	 	 	 
	 

	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

	 	 







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