EX-10.1







Exhibit 10.1




KEYCORP

NON-QUALIFIED GRANT AGREEMENT

PREMIUM PRICED OPTIONS




Henry L. Meyer III




     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).



     1. As to one-third of such Options, the Exercise Price of such Options shall be $40.00 per
Common Share; (ii) as to one-third of such Options, the Exercise Price of such Options shall be
$45.00 per Common Share; and (iii) as to one-third of such Options, the Exercise Price of such
Options shall be $50.00 per Common Share. Within the foregoing limits, at the time or times you
exercise Options granted hereunder, you shall specify the number of Options being exercised and the
Exercise Price of the Options you desire to exercise. Upon exercise of Options with a specified
Exercise Price, the number of Options, if any, remaining available for future exercise at that
specified Exercise Price shall be reduced accordingly.



     2. Unless your employment is terminated for “Cause” (as defined in your employment agreement
hereinafter referred to), death, disability, or voluntary resignation by you at any time without
either having “Good Reason” during a “Window Period” or being “Constructively Terminated”, all as
defined in and under your Employment Agreement, dated as of May 15, 1997, as amended from time to
time (the “Employment Agreement”), you shall be treated, for all purposes (including vesting and
period of exercisability), as if your employment with KeyCorp continued through the Option
Expiration Date. In the event that your employment is terminated because of death or disability,
the Options may be exercised for one year from your death or disability, as the case may be. In
the event that your employment is terminated for Cause or voluntary resignation by you at any time
without either having Good Reason during a Window Period or being Constructively Terminated under
the Employment Agreement, the Options shall immediately be forfeited and cease to be exercisable.



     3. If, after written notice from KeyCorp, you shall engage in any competitive activity in
violation of the Employment Agreement within one year after the Employment Termination Date, then
any Profits realized upon the exercise of Options granted pursuant to this Agreement on or after
one year prior to the Employment Termination Date shall inure to KeyCorp. If any Profits realized
upon the exercise of any Option inure to the benefit of KeyCorp in accordance



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with the
first sentence of this paragraph, you shall pay all such Profits to KeyCorp within 30 days
after first engaging in any prohibited activity and all unexercised Options granted pursuant to
this Agreement shall immediately be forfeited and canceled.




For purposes of this Agreement:




“Profit” shall mean, with respect to any Option, the positive spread between
the Fair Market Value of a Common Share on the date of exercise and the
applicable Exercise Price.



     The Options shall be governed by the terms, conditions, and provisions of the Plan.



     This Agreement may not be modified, amended or waived except by an instrument in writing
signed by both parties hereto.



     January 13, 1999



	 	 	 	 	 
	 

	 	 

Thomas E. Helfrich
	 	 
	 

	 	Executive Vice President	 	 






Acceptance



     The undersigned hereby acknowledges receipt of the Plan, agrees to be bound by the foregoing
Agreement and agrees and consents to the terms, conditions, and provisions of the Agreement, Plan
and the Award evidenced by this Agreement.



	 	 	 	 	 
	 

	 	 

Henry L. Meyer III
	 	 







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