EX-10.13






Exhibit 10.13




FIRST AMENDMENT TO

AGREEMENT

BY AND BETWEEN

KEYCORP

AND

HENRY L. MEYER III




     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



     WHEREAS, on November 14, 2008, the United States Department of Treasury (“Treasury”) purchased
from KeyCorp $2.5 billion of Preferred Stock and warrants to purchase common stock under the
Troubled Assets Relief Program (the “TARP”) Capital Purchase Program of the Emergency Economic
Stabilization Act of 2008 (“EESA”).



     NOW THEREFORE, and pursuant to the requirements of the EESA, the Meyer Agreement is hereby
amended as follows:




	 	1.	 	Section 16 of the Meyer Agreement shall be deleted in its entirety and the
following Section 16 shall be substituted therefore:






“16. Statutory Limitations including those Limitations Mandated under the
Emergency Economic Stabilization Act of 2008.




(a) If any payments otherwise payable to Meyer under this Agreement are
prohibited by any statute or regulation in effect at the time the payments
would otherwise be payable, including, without limitation, the compensation
prohibitions specifically mandated under Section 111(b) and/or Section 111(c)
of the Emergency Economic Stabilization Act of 2008 (“EESA”) as may be
applicable to Key as of the time of Meyer’s termination, or by 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 being a “Limiting Rule”):




     (i) Unless such payment is specifically limited under the
provisions of EESA, 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 Meyer of the maximum amount that is
permitted (up to the amounts that would be due to Meyer absent the
Limiting Rule); and



 









 






     (ii) Meyer will be entitled to receive a lump sum payment equal
to the greater of either (i) the aggregate amount payable under this
Agreement (as limited by the Limiting Rule) or (ii) the aggregate
payments that would be due under applicable Key severance, separation
pay, and/or salary continuation plans that may be in effect at the time
of Meyer’s termination (as if Meyer were not a party to this Agreement)
up to the amounts that would be due to Meyer under this Agreement or
otherwise absent the Limiting Rule; provided that the timing of any
payments shall be made in the manner set forth in Section 7.1(h) (i.e.,
the first day of the seventh month following the Termination Date) and
provided further, that the payment may not exceed the amount specified
in Section 7.1(c), and the payment will otherwise comply with all
requirements under Section 409A.




(b) In the event of an extension or renewal of this Agreement pursuant to
Section 1 hereof during the period of time commencing on the date that Key, if
ever, becomes subject to Section 111(c) of EESA due to the U.S. Treasury’s
auction purchases and ending on the last day of the “TARP authorities period”
(as that term is defined in accordance with Section 111(c) of EESA), then
notwithstanding any other provisions in this Agreement to the contrary, the
terms of such extension or renewal shall incorporate the compensation
prohibitions specifically mandated under Section 111(c) of EESA such that the
payments due under such extension or renewal will be limited, in a manner
similar to that described in Section 16(a)(ii) to an amount that would not
violate Section 111(c) of EESA.”




	 	2.	 	The amendment set forth in Paragraph 1 shall be effective as of January 1, 2009.
	 
	 	3.	 	Except as amended herein, the Meyer Agreement shall remain in full force and effect.





          IN WITNESS WHEREOF, the parties have caused this First Amendment to the Meyer Agreement to be
executed as of this 15th day of December, 2008, to be effective as of January 1, 2009.



	 	 	 	 	 	 	 
	KeyCorp	 	Henry L. Meyer III	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Thomas C. Stevens
 

Thomas C. Stevens
	 	/s/ Henry L. Meyer III
 

	 	 
	 

	 	Vice Chair