EX-10.16






Exhibit 10.16




AMENDED AND RESTATED

1991 EQUITY COMPENSATION PLAN

(Amended as of March 13, 2003)




     1. Purpose. The KeyCorp Amended and Restated 1991 Equity Compensation Plan is intended to
promote the interests of the Corporation and its shareholders by providing equity-based incentives
for effective service and high levels of performance to Employees selected by the Committee. To
achieve these purposes, the Corporation may grant Awards of Options, Stock Appreciation Rights,
Limited Stock Appreciation Rights, Restricted Stock, and Performance Shares to selected Employees,
all in accordance with the terms and conditions hereinafter set forth.



     2. Definitions.



     2.1 1934 Act. The term “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.



     2.2 Acquisition Price. The term “Acquisition Price” with respect to Restricted Stock shall
mean such amount, if any, required by applicable law and as may be specified by the Committee in
the Award Instrument with respect to that Restricted Stock as the consideration to be paid by the
Employee for that Restricted Stock.



     2.3 Award. The term “Award” shall mean an award granted under the Plan of an Option, of Stock
Appreciation Rights, of Limited Stock Appreciation Rights, of Restricted Stock, or of Performance
Shares.



     2.4 Award Instrument. The term “Award Instrument” shall mean a written instrument evidencing
an Award in such form and with such provisions as the Committee may prescribe, including, without
limitation, an agreement to be executed by the Employee and the Corporation, a certificate issued
by the Corporation, or a letter executed by the Committee or its designee. Acceptance of the Award
Instrument by an Employee constitutes agreement to the terms of the Award evidenced thereby.



     2.5 Change of Control. A “Change of Control” shall be deemed to have occurred if, at any time
after the date of the grant of the relevant Award, there is a Change of Control under any of
clauses (a), (b), (c), or (d) below. For these purposes, the Corporation will be deemed to have
become a subsidiary of another corporation if any other corporation (which term shall 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 the Corporation or any successor to the Corporation.




	 	(a)	 	A Change of Control will have occurred under this clause (a) if the
Corporation is a party to a transaction pursuant to which the




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	 	 	 	Corporation 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
the Corporation becomes a subsidiary in the transaction) of
the ultimate parent of the Corporation represent or were
issued in exchange for voting securities of the Corporation
outstanding immediately prior to the transaction, or
	 
	 	(ii)	 	immediately after giving effect to that
transaction, individuals who were directors of the
Corporation on the day before the first public announcement
of (A) the pendency of the transaction or (B) 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
the Corporation becomes a subsidiary in the transaction) of
the ultimate parent of the Corporation.






	 	(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 the Corporation 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 the Corporation 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 the Corporation 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 Corporation’s Board of
Directors any person or entity makes a public
announcement of a bona fide intention (A) to engage in a
transaction with the Corporation that, if consummated,
would result in a Change Event (as




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	 	 	 	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
Corporation’s 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 the Corporation (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 the Corporation (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 the Corporation’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).




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 the
Corporation 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 the Corporation 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 the Corporation in a




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	 	 	 	transaction or series of transactions by any person (as
defined earlier in this subclause (x)).
	 
	 	(y)	 	The Corporation is a party to a transaction
pursuant to which the Corporation 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 the Corporation
becomes a subsidiary in the transaction) of the ultimate
parent of the Corporation represent or were issued in
exchange for voting securities of the Corporation outstanding
immediately prior to such transaction or less than 51% of the
directors of the surviving or resulting corporation or (if
the Corporation becomes a subsidiary in the transaction) of
the ultimate parent of the Corporation were directors of the
Corporation 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 the
Corporation.






	 	(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
the Corporation.





     2.6 Committee. The term “Committee” shall mean a committee appointed by the Board of
Directors of the Corporation to administer the Plan. The Committee shall be composed of not less
than three directors of the Corporation. The Board of Directors may also appoint one or more
directors as alternate members of the Committee. No officer or Employee of the Corporation or of
any Subsidiary shall be a member or alternate member of the Committee. The Committee shall at all
times be so comprised (a) as to satisfy the disinterested administration standard contained in Rule
16b-3, if required to qualify for the Rule 16b-3 Exemption and (b) as to satisfy the outside
director standard under Section 162(m) of the Internal Revenue Code of 1986, as amended, if
required to qualify compensation paid under one or more of the provisions of the Plan as
performance-based compensation within the meaning of that section.



     2.7 Common Shares. The term “Common Shares” shall mean common shares of the Corporation, with
a par value of $1 each.



     2.8 Corporation. The term “Corporation” shall mean KeyCorp and its successors, including the
surviving or resulting corporation of any merger of KeyCorp



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with or into, or any consolidation of
KeyCorp with, any other corporation or corporations.



     2.9 Disability. The term “Disability” with respect to an Employee shall mean physical or
mental impairment which entitles the Employee to receive disability payments under any long-term
disability plan maintained by the Corporation.



     2.10 Employee. The term “Employee” shall mean any individual employed by the Corporation or
by any Subsidiary and shall include officers as well as all other employees of the Corporation or
of any Subsidiary (including employees who are members of the Board of Directors of the Corporation
or any Subsidiary).



     2.11 Employment Termination Date. The term “Employment Termination Date” with respect to an
Employee shall mean the first date on which the Employee is no longer employed by the Corporation
or any Subsidiary.



     2.12 Exercise Price. The term “Exercise Price” with respect to an Option shall mean the price
specified in the Option at which the Common Shares subject to the Option may be purchased by the
holder of the Option.



     2.13 Fair Market Value. Except as otherwise determined by the Committee at the time of the
grant of an Award, the term “Fair Market Value” with respect to Common Shares shall mean: (a) if
the Common Shares are traded on a national exchange, the mean between the high and low sales price
per Common Share on that 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 reported 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.



     2.14 Incentive Stock Option. The term “Incentive Stock Option” shall mean an Option intended
by the Committee to qualify as an “incentive stock option” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.



     2.15 Limited Stock Appreciation Right. The term “Limited Stock Appreciation Right” or
"Limited SAR” shall mean an Award granted to an Employee with respect to all or any part of any
Option, that entitles the holder thereof to receive from the Corporation, upon exercise of the
Limited SAR and surrender of the related Option, or
any portion of the Limited SAR and the related Option, an amount equal to (unless the Committee
specifies a lesser amount at the time of the grant of the Award):




	 	(a)	 	in the case of a Limited SAR granted with respect to an Incentive Stock
Option, 100% of the excess, if any, measured at the time of the exercise of




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	 	 	 	the
Limited SAR, of (i) the Fair Market Value of the Common Shares subject to the
Incentive Stock Option with respect to which the Limited SAR is exercised over (ii)
the Exercise Price of those Common Shares under the Incentive Stock Option, or
	 
	 	(b)	 	in the case of a Limited SAR granted with respect to a Nonqualified Option,
100% of the highest of:






	 	(i)	 	the excess, measured at the time of the exercise of
the Limited SAR, of (A) the Fair Market Value of the Common Shares
subject to the Nonqualified Option with respect to which the Limited
SAR is exercised over (B) the Exercise Price of those Common Shares
under the Nonqualified Option,
	 
	 	(ii)	 	the excess of (A) the highest gross price (before
brokerage commissions and soliciting dealers’ fees) paid or to be
paid for a Common Share (whether in cash or in property and whether
by way of exchange, conversion, distribution upon liquidation, or
otherwise) in connection with any Change of Control multiplied by the
number of Common Shares subject to the Nonqualified Option with
respect to which the Limited SAR is exercised over (B) the Exercise
Price of those Common Shares under the Nonqualified Option, or
	 
	 	(iii)	 	the excess of (A) the highest Fair Market Value of
the Common Shares subject to the Nonqualified Option with respect to
which the Limited SAR is exercised on any one day during the period
beginning on the sixtieth day prior to the date on which the Limited
SAR is exercised multiplied by the number of Common Shares subject to
the Nonqualified Option with respect to which the Limited SAR is
exercised over (B) the Exercise Price of those Common Shares under
the Nonqualified Option.





     2.16 Nonqualified Option. The term “Nonqualified Option” shall mean an Option intended by the
Committee not to qualify as an “incentive stock option” under Section 422 of the Internal Revenue
Code of 1986, as amended.



     2.17 Option. The term “Option,” (a) when used otherwise than in connection with the term
Stock Appreciation Right or Limited Stock Appreciation Right, shall mean an Award entitling the
holder thereof to purchase a specified number of Common Shares at a specified price during a
specified period of time, and (b) when used in connection with the term Stock Appreciation Right or
Limited Stock Appreciation Right, shall mean (i) any such Award or (ii) any award under any other
plan maintained or assumed by the



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Corporation entitling the holder thereof to purchase a specified
number of Common Shares at a specified price during a specified period of time.



     2.18 Option Expiration Date. The term “Option Expiration Date” with respect to any Option
shall mean the date selected by the Committee after which, except as provided in Section 10.4 in
the case of the death of the Employee to whom the option was granted, the Option may not be
exercised.



     2.19 Performance Goal. The term “Performance Goal” shall mean a performance goal specified by
the Committee in connection with the potential grant of Performance Shares and may include, without
limitation, goals based upon cumulative earnings per Common Share, return on investment, return on
shareholders’ equity, or achievement of any other goals, whether or not readily expressed in
financial terms, that are related to the performance by the Corporation, by any Subsidiary, or by
any Employee or group of Employees in connection with services performed by that Employee or those
Employees for the Corporation, a Subsidiary, or any one or more subunits of the Corporation or of
any Subsidiary.



     2.20 Performance Period. The term “Performance Period” shall mean such one or more periods of
time, which may be of varying and overlapping durations, as the Committee may select, over which
the attainment of one or more Performance Goals will be relevant in connection with one or more
Awards of Performance Shares.



     2.21 Performance Shares. The term “Performance Shares” shall mean an Award denominated in
Common Shares and contingent upon attainment of one or more Performance Goals by the Corporation or
a Subsidiary or any subunit of the Corporation or of any Subsidiary over a Performance Period.



     2.22 Plan. The term “Plan” shall mean this KeyCorp Amended and Restated 1991 Equity
Compensation Plan as from time to time hereafter amended in accordance with Section 20.



     2.23 Restricted Stock. The term “Restricted Stock” shall mean Common Shares of the
Corporation delivered to an Employee pursuant to an Award subject to such restrictions, conditions
and contingencies as the Committee may provide in the relevant Award Instrument, including (a) the
restriction that the Employee not sell, transfer, otherwise dispose of, or pledge or otherwise
hypothecate the Restricted Stock during the applicable Restriction Period, (b) the requirement
that, subject to the provisions of Section 10, if the Employee’s employment terminates so that the
Employee is no longer
employed by the Corporation or any Subsidiary before the end of the applicable Restriction Period,
the Employee will offer to sell to the Corporation at the Acquisition Price each Common Share of
Restricted Stock held by the Employee at the Employment Termination Date with respect to which, as
of that date, any restrictions, conditions, or contingencies have not lapsed, and (c) such other
restrictions, conditions, and contingencies, if any, as the Committee may provide in the Award
Instrument with respect to that Restricted Stock.



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     2.24 Restriction Period. The term “Restriction Period” with respect to an Award of Restricted
Stock shall mean the period selected by the Committee and specified in the Award Instrument with
respect to that Restricted Stock during which the Employee may not sell, transfer, otherwise
dispose of, or pledge or otherwise hypothecate that Restricted Stock.



     2.25 Rule 16b-3. Term “Rule 16b-3” shall mean Rule 16b-3 or any rule promulgated in
replacement thereof or in substitution therefor under the 1934 Act.



     2.26 Rule 16b-3 Exemption. The term “Rule 16b-3 Exemption” shall mean the exemption from
Section 16(b) of the 1934 Act that is available under Rule 16b-3.



     2.27 Section 16(b) Employee. The term “Section 16(b) Employee” shall mean an individual who
is, or at any time within the preceding six months was, a director, officer, or 10% shareholder of
the Corporation within the meaning of Section 16(b) of the 1934 Act.



     2.28 Stock Appreciation Right. The term “Stock Appreciation Right “or “SAR” shall mean an
Award granted to an Employee with respect to all or any part of any Option that entitles the holder
thereof to receive from the Corporation, upon exercise of the SAR and surrender of the related
Option, or any portion of the SAR and the related Option, an amount equal to 100%, or such lesser
percentage as the Committee may determine at the time of the grant of the Award, of the excess, if
any, measured at the time of the exercise of the SAR, of (a) the Fair Market Value of the Common
Shares subject to the Option with respect to which the SAR is exercised over (b) the Exercise Price
of those Common Shares under the Option.



     2.29 Subsidiary. The term “Subsidiary” shall mean any corporation, partnership, joint
venture, or other business entity in which the Corporation owns, directly or indirectly, 50 percent
or more of the total combined voting power of all classes of stock (in the case of a corporation)
or other ownership interest (in the case of any entity other than a corporation).



     2.30 Tandem Award. The term “Tandem Award” shall mean any two or more Awards that are linked
by the terms of any such Awards so that the exercise of one such Award, in whole or in part,
requires or will automatically result in the surrender or cancellation, in whole or in
proportionate part, of the other such Awards.



     2.31 Transferee. The term “Transferee” shall mean, with respect to Nonqualified Options only,
any person or entity to which an Employee is permitted by the Committee to transfer or assign all
or part of his or her Options.



     3. Administration. The Plan shall be administered by the Committee. No Award may be made
under the Plan to any member or alternate member of the Committee. The Committee shall have
authority, subject to the terms of the Plan, (a) to



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determine the Employees who are eligible to
participate in the Plan, the type, size, and terms of Awards to be granted to any Employee, the
time or times at which Awards shall be exercisable or at which restrictions, conditions, and
contingencies shall lapse, and the terms and provisions of the instruments by which Awards shall be
evidenced, (b) to establish any other restrictions, conditions, and contingencies on Awards in
addition to those prescribed by the Plan, (c) to interpret the Plan, and (d) to make all
determinations necessary for the administration of the Plan.



     The construction and interpretation by the Committee of any provision of the Plan or any Award
Instrument delivered pursuant to the Plan and any determination by the Committee pursuant to any
provision of the Plan or any Award Instrument shall be final and conclusive. No member or
alternate member of the Committee shall be liable for any such action or determination made in good
faith.



     The Committee may act only by a majority of its members. Any determination of the Committee
may be made, without a meeting, by a writing or writings signed by all of the members of the
Committee. In addition, the Committee may authorize any one or more of their number or any officer
of the Corporation to execute and deliver documents on behalf of the Committee and the Committee
may delegate to one or more employees, agents, or officers of the Corporation, or to one or more
third party consultants, accountants, lawyers, or other advisors, such ministerial duties related
to the operation of the Plan as it may deem appropriate.



     4. Eligibility. Awards may be granted to Employees of the Corporation or any Subsidiary
selected by the Committee in its sole discretion. The granting of any Award to an Employee shall
not entitle that Employee to, nor disqualify the Employee from, participation in any other grant of
an Award. The maximum number of Common Shares with respect to which any Employee may receive
Awards during any calendar year shall be the lesser of 400,000 Common Shares or .2% of the
outstanding Common Shares of the Corporation on the date such award was made, which maximum number
shall be subject to adjustment as provided in Section 13 of the Plan.



     5. Stock Subject to the Plan. The stock that may be issued and distributed to Employees in
connection with Awards granted under the Plan shall be Common Shares and may be authorized and
unissued Common Shares, treasury Common Shares, or Common Shares acquired on the open market
specifically for distribution under the Plan, as the Board of Directors may from time to time
determine.



     Subject to adjustment as provided in Section 13, the number of Common Shares available for
grant of Awards under the Plan shall be determined from time to time as follows: (a) on the date
of the 1994 Annual Meeting of Shareholders of the Corporation (at which meeting an amendment and
restatement of the Plan was submitted for approval of the shareholders of the Corporation), the
number of Common Shares available for grant of Awards under the Plan shall equal two percent of the
total number of Common Shares outstanding on March 31, 1994, and (b) on January 2, 1995 and on each
January 2 occurring thereafter through January 2, 2009, the number of Common Shares available



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for
grant of Awards under the Plan shall be increased by adding to the number of Common Shares then
available for grant of Awards under the Plan, the number of Common Shares of the Corporation that,
when added to the number of Common Shares that otherwise remain available for grant of additional
Awards under the Plan on that January 2, equals two percent of the total number of Common Shares of
the Corporation outstanding on December 31st of the next proceeding year.



     The number of Common Shares remaining available for grants of additional Awards under the Plan
at any particular time during a calendar year shall be reduced, upon the granting thereafter of any
Award under the Plan, by the full number of Common Shares subject to that Award except that, in the
case of any particular Tandem Award, the number of Common Shares counted as being subject to such
Tandem Award shall be the maximum number of Common Shares with respect to which the Employee may
receive value under such Tandem Award. If any Award for any reason expires or is terminated, in
whole or in part, without the receipt by an Employee of Common Shares (or the equivalent thereof in
cash or other property), the Common Shares subject to that part of the Award that has so expired or
terminated shall again be available for the future grant of Awards under the Plan.



     Notwithstanding any other provision of the Plan, but subject to adjustment under Section 13,
(a) the maximum number of Common Shares that may be issued under the Plan pursuant to Incentive
Stock Options shall be 9,600,000 Common Shares, and (b) the maximum number of Common Shares that
may be issued under the Plan as Restricted Stock during any calendar year shall be that number of
Common Shares that is equal to five percent of the total number of Common Shares available for
grant of Awards under the Plan as of January 2 of that calendar year.



     6. Stock Options.



     6.1 Type and Date of Grant of Options.




	 	(a)	 	The Award Instrument pursuant to which any Incentive Stock Option is granted
shall specify that the Option granted thereby shall be treated as an Incentive Stock
Option. The Award Instrument pursuant to which any Nonqualified Option is granted
shall specify that the Option granted thereby shall not be treated as an Incentive
Stock Option.
	 
	 	(b)	 	The day on which the Committee authorizes the grant of an Incentive Stock
Option shall be the date on which that Option is granted. No Incentive Stock Option
may be granted on any date after the tenth anniversary of the date of adoption, on
March 17, 1994, by the Board of Directors of the Corporation, of the Plan as amended
and restated.
	 
	 	(c)	 	The day on which the Committee authorizes the grant of a Nonqualified Option
shall be considered the date on which that Option is granted, unless the Committee
specifies a later date.




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     6.2 Exercise Price. The Exercise Price under any Option shall be not less than the Fair
Market Value of the Common Shares subject to the Option on the date the Option is granted.



     6.3 Option Expiration Date. The Option Expiration Date under any Incentive Stock Option shall
be not later than ten years from the date on which the Option is granted. The Option Expiration
Date under any Nonqualified Option shall not be later than ten years and one month from the date on
which the Option is granted.



     6.4 Exercise of Options.




	 	(a)	 	Except as otherwise provided in Section 10, an Option may be
exercised only while the Employee to whom the Option was granted is in the
employ of the Corporation or of a Subsidiary. Subject to this requirement,
each Option shall become exercisable in one or more installments at the time
or times provided in the Award Instrument evidencing the Option. Once any
portion of an Option becomes exercisable, that portion shall remain
exercisable until expiration or termination of the Option. An Employee to
whom an Option is granted or, with respect to Nonqualified Options, the
Employee’s Transferee may exercise the Option from time to time, in whole or
in part, up to the total number of Common Shares with respect to which the
Option is then exercisable, except that no fraction of a Common Share may be
purchased upon the exercise of any Option.
	 
	 	(b)	 	An Employee or, with respect to Nonqualified Options, any Transferee
electing to exercise an Option shall deliver to the Corporation (i) the
Exercise Price payable in accordance with Section 6.5 and (ii) written notice
of the election that states the number of whole Common Shares with respect to
which the Employee is exercising the Option.





     6.5 Payment For Common Shares. Upon exercise of an Option by an Employee or, with respect to
Nonqualified Options, any Transferee, the Exercise Price shall be payable by the Employee or
Transferee in cash or in such other form of consideration as the Committee determines may be
accepted, including without limitation, securities or other property, or any combination of cash,
securities or other property, or by delivery by the Employee or Transferee (with the written notice
of election to exercise) of irrevocable instructions to a broker registered under the 1934 Act
promptly to deliver to the Corporation the amount of sale or loan proceeds to pay the Exercise
Price. The Committee, in its sole discretion, may grant to an Employee or, with respect to
Nonqualified Options, any Transferee the right to transfer Common Shares acquired upon the exercise
of a part of an Option in payment of the Exercise Price payable upon immediate exercise of a
further part of the Option.



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     6.6 Conversion of Incentive Stock Options. The Committee may at any time in its sole
discretion take such actions as may be necessary to convert any outstanding Incentive Stock Option
(or any installments or portions of installments thereof) into a Nonqualified Option with or
without the consent of the Employee to whom that Incentive Stock Option was granted and whether or
not that Employee is an Employee at the time of the conversion.



     7. Stock Appreciation Rights and Limited Stock Appreciation Rights.



     7.1 Grant of SARs and Limited SARs. An SAR may be granted only in connection with an Option.
An SAR granted in connection with an Incentive Stock Option may be granted only when the Incentive
Stock Option is granted. An SAR granted in connection with a Nonqualified Option may be granted
either when the related Nonqualified Option is granted or at any time thereafter including, in the
case of any Nonqualified Option resulting from the conversion of an Incentive Stock Option,
simultaneously with or after the conversion. Similarly, a Limited SAR may be granted only in
connection with an Option. A Limited SAR granted in connection with an Incentive Stock Option may
be granted only when the Incentive Stock Option is granted. A Limited SAR granted in connection
with a Nonqualified Option may be granted either when the related Nonqualified Option is granted or
at any time thereafter including, in the case of any Nonqualified Option resulting from the
conversion of an Incentive Stock Option, simultaneously with or after the conversion.



     7.2 Exercise of SARs and Limited SARs.




	 	(a)	 	An Employee electing to exercise an SAR or a Limited SAR shall
deliver written notice to the Corporation of the election identifying the SAR
or Limited SAR and the related Option with respect to which the SAR or
Limited SAR was granted to the Employee and specifying the number of whole
Common Shares with respect to which the Employee is exercising the SAR or
Limited SAR. Upon exercise of the SAR or Limited SAR, the related Option
shall be
deemed to be surrendered to the extent that the SAR or Limited SAR is
exercised.
	 
	 	(b)	 	SARs and Limited SARs may be exercised only (i) after the expiration
of six months from the date of grant of the SAR or Limited SAR, (ii) on a
date when the SAR or Limited SAR is “in the money” (i.e., when there would be
positive consideration received upon exercise of the SAR or Limited SAR),
(iii) at a time and to the same extent as the related Option is exercisable,
(iv) unless otherwise provided in the relevant Award Instrument, by surrender
to the Corporation, unexercised, of the related Option or any applicable
portion thereof, and (v) in compliance with all restrictions set forth in or
specified by the Committee pursuant to




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	 	 	 	Section 7.2(c) (in the case of SARs)
or Section 7.2(d) (in the case of Limited SARs).
	 
	 	(c)	 	The Committee may specify in the Award Instrument pursuant to which
any SAR is granted waiting periods and restrictions on permissible exercise
periods in addition to the restrictions on exercise set forth in Section
7.2(b), including, without limitation, any restriction necessary to make
applicable the Rule 16b-3 Exemption.





     7.3 Payment for SARs and Limited SARs. The amount payable upon exercise of an SAR or Limited
SAR may be paid by the Corporation in cash, or, if the Committee shall determine in its sole
discretion, in whole Common Shares (taken at their Fair Market Value at the time of exercise of the
SAR or Limited SAR) or in a combination of cash and whole Common Shares; provided, however, that in
no event shall the total number of Common Shares that may be paid to an Employee pursuant to the
exercise of an SAR or Limited SAR exceed the total number of Common Shares subject to the related
Option.



     7.4 Termination, Amendment, or Suspension of SARs and Limited SARs. SARs and Limited SARs
shall terminate and may no longer by exercised upon the first to occur of (a) exercise or
termination of the related Option, (b) any termination date specified by the Committee at the time
of grant of the SAR or Limited SAR, or (c) the transfer by the Employee of the related Option. In
addition, the Committee may in its sole discretion at any time before the occurrence of a Change of
Control amend, suspend, or terminate any SAR or Limited SAR theretofore granted under the Plan
without the holder’s consent; provided that, in the case of amendment, no provision of the SAR or
Limited SAR, as amended, shall be in conflict with any provision of the Plan.



13









 





     8. Restricted Stock.



     8.1 Additional Conditions on Restricted Stock. In addition to the restrictions on disposition
of Restricted Stock during the Restriction Period and the requirement to offer Restricted Stock to
the Corporation if the Employee’s employment terminates during the Restriction Period, the
Committee may provide in the Award Instrument with respect to any Award of Restricted Stock other
restrictions, conditions, and contingencies, which other restrictions, conditions, and
contingencies, if any, may relate to, in addition to such other matters as the Committee may deem
appropriate, the Employee’s personal performance, corporate performance, or the performance of any
subunit of the Corporation or any Subsidiary, in each case measured in such manner as may be
specified by the Committee. The Committee may impose different restrictions, conditions, and
contingencies on separate Awards of Restricted Stock granted to different Employees, whether at the
same or different times, and on separate Awards of Restricted Stock granted to the same Employee,
whether at the same or different times. The Committee may specify a single Restriction Period for
all of the Restricted Stock subject to any particular Award Instrument or may specify multiple
Restriction Periods so that the restrictions with respect to the Restricted Stock subject to the
Award will expire in stages according to a schedule specified by the Committee and set forth in the
Award Instrument; provided, however, that no Restriction Period with respect to any Restricted
Stock shall end earlier than one year after the date on which that Restricted Stock is granted.



     8.2 Payment for Restricted Stock. Each Employee to whom an Award of Restricted Stock is made
shall pay the Acquisition Price with respect to that Restricted Stock to the Corporation not later
than 30 days after the delivery to the Employee of the Award Instrument with respect to that
Restricted Stock. If any Employee fails to pay the Acquisition Price with respect to any Award of
Restricted Stock within that 30 day period, the Employee’s right under that Award shall be
forfeited.



     8.3 Rights as a Shareholder. Upon payment by an Employee in full of the Acquisition Price for
Restricted Stock under an Award, the Employee shall have all of the rights of a shareholder with
respect to the Restricted Stock, including voting and dividend rights, subject only to such
restrictions and requirements referred to in Section 8.1 as may be incorporated in the Award
Instrument with respect to that Restricted Stock.



     9. Performance Shares.



     9.1 Discretion of Committee with Respect to Performance Shares. The Committee shall have full
discretion to select the Employees to whom Awards of Performance Shares are made, the number of
Performance Shares to be granted to any Employee so selected, the kind and level of the Performance
Goals and whether those Performance Goals are to apply to the Corporation, a Subsidiary, or any one
or more subunits of the Corporation or of any Subsidiary, and the dates on which each
Performance Period shall begin and end, and to determine the form and provisions of the Award
Instrument to be used in connection with any Award of Performance Shares.



14









 





     9.2 Conditions to Payment for Performance Shares.




	 	(a)	 	Unless otherwise provided in the relevant Award Instrument, an
Employee must be employed by the Corporation or a Subsidiary on the last day
of a Performance Period to be entitled to payment for any Performance Shares.
	 
	 	(b)	 	The Committee may establish, from time to time, one or more formulas
to be applied against the Performance Goals to determine whether all, some
portion but less than all, or none of the Performance Shares granted with
respect to a Performance Period are treated as earned pursuant to any Award.
An Employee will be entitled to receive payments with respect to any
Performance Shares only to the extent that those Performance Shares are
treated as earned under one or more such formulas.





     9.3 Payment for Performance Shares. The Corporation shall pay each Employee who is entitled
to payment for Performance Shares earned with respect to any Performance Period an amount for those
Performance Shares (a) in cash (based upon the per share Fair Market Value of Common Shares on the
last day of the Performance Period), (b) in Common Shares (one Common Share for each Performance
Share earned), (c) in Restricted Stock (one Common Share of Restricted Stock for each Performance
Share earned), or (d) any combination of the foregoing, in such proportions as the Committee may
determine. Restricted Stock issued by the Corporation in payment of Performance Shares shall be
subject to all the provisions of Section 8.



     10. Termination of Employment. After an Employee’s Employment Termination Date, the rules set
forth in this Section 10 shall apply. All factual determinations with respect to the termination
of an Employee’s employment that may be relevant under this Section 10 shall be made by the
Committee in its sole discretion.



     10.1 Termination Other Than Upon Death, Disability, or Certain Retirements. Upon any
termination of an Employee’s employment for any reason other than the Employee’s retirement (under
any retirement plan of the Corporation or of a Subsidiary) as provided in Section 10.2, disability
as provided on Section 10.3, or death as provided in Section 10.4:




	 	(a)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee or, with respect to Nonqualified Options, any Transferee shall have
the right (i) during the period ending six months after the Employment
Termination Date, but not later than the Option Expiration Date, to exercise
any Nonqualified Options and related
SARs that were outstanding on the Employment Termination Date, if and to
the same extent as those Options and SARs were exercisable by the Employee
or Transferee (as the case may be) on




15









 






	 	 	 	the Employment Termination Date, and
(ii) during the period ending three months after the Employment
Termination Date, but not later that the Option Expiration Date, to
exercise any Incentive Stock Options and related SARs that were
outstanding on the Employment Termination Date, if and to the same extent
as those Options and SARs were exercisable by the Employee on the
Employment Termination Date. Notwithstanding the preceding sentence, if
within two years after a Change of Control an Employee’s Employment
Termination Date occurs other than as a result of a Voluntary Resignation,
unless otherwise provided in the relevant Award Instrument, the Employee
or, with respect to Nonqualified Options, any Transferee shall have the
right, during the Extended Period, but not later than the Option
Expiration Date, to exercise any Options and related SARs that were
outstanding on the Employment Termination Date, if and to the same extent
as those Options and SARs were exercisable by the Employee or Transferee
(as the case may be) on the Employment Termination Date (even though, in
the case of Incentive Stock Options, exercise of those Options more than
three months after the Employment Termination Date may cause the Option to
fail to qualify for Incentive Stock Option treatment under the Internal
Revenue Code of 1986, as amended). As used in the immediately preceding
sentence, the term “Extended Period” means the longer of the period that
the Option or SAR would otherwise be exercisable in the absence of the
immediately preceding sentence or the period ending with the second
anniversary date of the Change of Control last occurring before the
Employment Termination Date and the term “Voluntary Resignation” means
that the Employee shall have terminated his or her employment with the
Corporation and its Subsidiaries by voluntarily resigning at his or her
own instance without having been requested to so resign by the Corporation
or its Subsidiaries except that any resignation by the Employee will not
be deemed to be a Voluntary Resignation if, after the Change of Control,
the Employee’s base salary was reduced or the Employee was required to
relocate his or her principal place of employment more than 35 miles,
	 
	 	(b)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall offer for resale at the Acquisition Price to the Corporation
each Common Share of Restricted Stock held by the Employee at the Employment
Termination Date with respect to
which, as of that date, any restrictions, conditions, or contingencies have
not lapsed, and
	 
	 	(c)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall forfeit each Performance Share with respect to




16









 






	 	 	 	which, as of
that date, any restrictions, conditions, or contingencies have not lapsed.





     10.2 Termination Due To Certain Retirements. Upon any termination of an Employee’s employment
with the Corporation or any Subsidiary under circumstances entitling the Employee to immediate
payment of normal retirement or early retirement benefits under any retirement plan of the
Corporation or of a Subsidiary (whether the Employee elects to commence or defer receipt of such
payment):




	 	(a)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee or, with respect to Nonqualified Options, any Transferee shall have
the right (i) to exercise, from time to time during the period ending three
years (two years if the Option was granted prior to January 1, 2002) after
the Employment Termination Date, but not later than the Option Expiration
Date, any Nonqualified Options and related SARs that were outstanding on the
Employment Termination Date, if and to the same extent as those Options and
SARs were exercisable by the Employee or Transferee (as the case may be) on
the Employment Termination Date, and (ii) to exercise, from time to time
during the period ending three years (two years if the Option was granted
prior to January 1, 2002) after the Employment Termination Date, but no later
than the Option Expiration Date, any Incentive Stock Options and related SARs
that were outstanding on the Employment Termination Date, if and to the same
extent as those Options and SARs were exercisable by the Employee on the
Employment Termination Date (even though exercise of the Incentive Stock
Option more than three months after the Employment Termination Date may cause
the Option to fail to qualify for Incentive Stock Option treatment under the
Internal Revenue Code of 1986, as amended),
	 
	 	(b)	 	The relevant Award Instrument may provide that the Employee or, with
respect to Nonqualified Options, any Transferee will have the right to
exercise, from time to time until not later than the Option Expiration Date,
Nonqualified Stock Options and SARs and Incentive Stock Options and SARs to
the extent such Options and SARs become exercisable by their terms prior to
the Option Expiration Date (or such earlier date as specified in the relevant
Award Instrument), notwithstanding the fact that such Options and SARs were
not exercisable in whole or in part (whether because a
condition to exercise had not yet occurred or a specified time period had
not yet elapsed or otherwise) on the Employment Termination Date,




17









 






	 	(c)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall offer for resale at the Acquisition Price to the Corporation
each Common Share of Restricted Stock held by the Employee at the Employment
Termination Date with respect to which, as of that date, any restrictions,
conditions, or contingencies have not lapsed, and
	 
	 	(d)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall forfeit each Performance Share with respect to which, as of
that date, any restrictions, conditions, or contingencies have not lapsed.





     10.3 Termination Due To Disability. Upon any termination of an Employee’s employment due to
disability:




	 	(a)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee, the Employee’s attorney in fact or legal guardian or, with respect
to Nonqualified Options, any Transferee shall have the right (i) to exercise,
from time to time during the period ending three years (two years if the
Option was granted prior to January 1, 2002) after the Employment Termination
Date, but not later than the Option Expiration Date, any Nonqualified Options
and related SARs that were outstanding on the Employment Termination Date, if
and to the same extent those Options and SARs were exercisable by the
Employee or Transferee (as the case may be) on the Employment Termination
Date, and (ii) to exercise, from time to time during the period ending three
years (two years if the Option was granted prior to January 1, 2002) after
the Employment Termination Date, but no later than the Option Expiration
Date, any Incentive Stock Options and related SARs that were outstanding on
the employment Termination Date, if and to the same extent as those Options
and SARs were exercisable by the Employee on the Employment Termination Date
(even though exercise of the Incentive Stock Option more than one year after
the Employment Termination Date may cause the Option to fail to qualify for
Incentive Stock Option treatment under the Internal Revenue Code of 1986, as
amended),
	 
	 	(b)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall offer for resale at the Acquisition Price to the Corporation
each Common Share of Restricted Stock held by the
Employee at the Employment Termination Date with respect to which, as of
that date, any restrictions, conditions, or contingencies have not lapsed,
and




18









 






	 	(c)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall forfeit each Performance Share with respect to which, as of
that date, any restrictions, conditions, or contingencies have not lapsed.





     10.4. Death of an Employee. Upon the death of an Employee while employed by the Corporation
or any Subsidiary or within any of the periods referred to in any Section 10.1, 10.2, or 10.3
during which any particular Option or SAR remains potentially exercisable:




	 	(a)	 	Unless otherwise provided in the relevant Award Instrument, if the
Option Expiration Date of any Nonqualified Option that had not expired before
the Employee’s death would otherwise expire before the first anniversary of
the Employee’s death, that Option Expiration Date shall automatically be
extended to the first anniversary of the Employee’s death or such other date
as provided in the relevant Award Instrument,
	 
	 	(b)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee’s executor or administrator, the person or persons to whom the
Employee’s rights under any Option or SAR are transferred by will or the laws
of descent and distribution or, with respect to Nonqualified Options, any
Transferee shall have the right to exercise, from time to time during the
period ending three years (two years if the Option was granted prior to
January 1, 2002) after the date of the Employee’s death, but not later than
the Option Expiration Date, any Options and related SARs that were
outstanding on the date of the Employee’s death, if and to the same extent as
those Options and SARs were exercisable by the Employee or Transferee (as the
case may be) on the date of the Employee’s death,
	 
	 	(c)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall offer for resale at the Acquisition Price to the Corporation
each Common Share of Restricted Stock held by the Employee at the Employment
Termination Date with respect to which, as of that date, any restrictions,
conditions, or contingencies have not lapsed, and
	 
	 	(d)	 	Unless otherwise provided in the relevant Award Instrument, the
Employee shall forfeit each Performance Share with respect to
which, as of that date, any restrictions, conditions, or contingencies
have not lapsed.





     11. Acceleration Upon Change of Control. Unless otherwise specified in the relevant Award
Instrument, upon the occurrence of a Change of Control of the



19









 







Corporation, each Award theretofore
granted to any Employee that then remains outstanding shall be automatically treated as follows:
(a) any outstanding Option shall become immediately exercisable in full, (b) SARs and Limited SARs
related to any such Options shall also become immediately exercisable in full, (c) the Restriction
Period with respect to all outstanding Awards of Restricted Stock shall immediately terminate, and
(d) the restrictions, conditions, or contingencies on any Performance Shares shall be modified in
such manner as the Committee may specify to give the Employee the benefit of those Performance
Shares through the date of Change of Control.



     12. Assignability. Nonqualified Options may not be assigned or transferred (other than by
will or by the laws of descent and distribution) unless the Committee, in its sole discretion,
determines to allow such assignment or transfer and, if the Committee determines to allow any such
assignment or transfer, the Transferee shall have the power to exercise such Nonqualified Option in
accordance with the terms of the Award and the provisions of this Plan. No Incentive Stock Option,
SAR, Limited SAR, Restricted Stock during the Restriction Period, or Performance Share may be
transferred other than by will or by the laws of descent and distribution. During an Employee’s
lifetime, only the Employee (or in the case of incapacity of an Employee, the Employee’s attorney
in fact or legal guardian) may exercise any Incentive Stock Option, SAR, Limited SAR, Restricted
Stock during the Restriction Period, or Performance Share requiring or permitting exercise



     13. Adjustment Upon Changes in Common Shares. Automatically and without Committee action, in
the event of any stock dividend, stock split, or share combination of the Common Shares, or by
appropriate Committee action in the event of any reclassification, recapitalization, merger,
consolidation, other form of business combination, liquidation, or dissolution involving the
Corporation or any spin-off or other distribution to shareholders of the Corporation (other than
normal cash dividends), appropriate adjustments to (a) the maximum number of Common Shares that may
be issued under the Plan pursuant to Section 5, the maximum number of Common Shares that may be
issued under the Plan pursuant to Incentive Stock Options as provided in Section 5, and the maximum
number of Common Shares with respect to which any Employee may receive Awards during any calendar
year as provided in Section 4, and (b) the number and kind of shares subject to, the price per
share under, and the terms and conditions of each then outstanding Award shall be made to the
extent necessary and in such manner that the benefits of Employees under all then outstanding
Awards shall be maintained substantially as before the occurrence of such event. Any such
adjustment shall be conclusive and binding for all purposes of the Plan and shall be effective, in
the event of any stock dividend, stock split, or share combination, as of the date of such stock
dividend, stock split, or share combination, and in all other cases, as of such date as the
Committee may determine.



     14. Purchase For Investment. Each person acquiring Common Shares pursuant to any Award may be
required by the Corporation to furnish a representation that he or she is acquiring the Common
Shares so acquired as an investment and not with a view to distribution thereof if the Corporation,
in its sole discretion, determines that



20









 







such representation is required to insure that a resale or
other disposition of the Common Shares would not involve a violation of the Securities Act of 1933,
as amended, or of applicable blue sky laws. Any investment representation so furnished shall no
longer be applicable at any time such representation is no longer necessary for such purposes.



     15. Withholding of Taxes. The Corporation will withhold from any payments of cash made
pursuant to the Plan such amount as is necessary to satisfy all applicable federal, state, and
local withholding tax obligations. The Committee may, in its discretion and subject to such rules
as the Committee may adopt from time to time, permit or require an Employee (or other person
exercising an Option with respect to withholding taxes upon exercise of such Option) to satisfy, in
whole or in part, any withholding tax obligation that may arise in connection with the grant of an
Award, the lapse of any restrictions with respect to an Award, the acquisition of Common Shares
pursuant to any Award, or the disposition of any Common Shares received pursuant to any Award by
having the Corporation hold back some portion of the Common Shares that would otherwise be
delivered pursuant to the Award or by delivering to the Corporation an amount equal to the
withholding tax obligation arising with respect to such grant, lapse, acquisition, or disposition
in (a) cash, (b) Common Shares, or (c) such combination of cash and Common Shares as the Committee
may determine. The Fair Market Value of the Common Shares to be so held back by the Company or
delivered by the Employee shall be determined as of the date on which the obligation to withhold
first arose.



     16. Harmful Activity. If an Employee shall engage in any “harmful activity” prior to or
within six months after termination of employment with Key, then any Profits realized upon the
exercise of any Covered Option on or after one year prior to the termination of employment with Key
shall inure to the Corporation. The aforementioned restriction shall not apply in the event that
employment with Key terminates within two years after a Change of Control of the Corporation if any
of the following have occurred: a relocation of an Employee’s principal place of employment more
than 35 miles from an Employee’s principal place of employment immediately prior to the Change of
Control, a reduction in an Employee’s base salary after a Change of Control, or termination of
employment under circumstances in which an Employee is entitled to severance benefits or salary
continuation or similar benefits under a change of control agreement, employment agreement, or
severance or separation pay plan. If any Profits realized upon the exercise of any Covered Option
inure to the benefit of the Corporation in accordance with the first sentence of this paragraph, an
Employee shall pay all such Profits to the Corporation within 30 days after first engaging in any
harmful activity and all unexercised Covered Options shall immediately be forfeited and canceled.
Consistent
with the provisions of Section 3 of the Plan, the determination by the Committee as to whether
an Employee engaged in “harmful activity” prior to or within six months after termination of
employment with Key shall be final and conclusive.


A “harmful activity” shall have occurred if an Employee shall do any one or more of the following:




21









 









     a. Use, publish, sell, trade or otherwise disclose Non-Public Information of the Key
unless such prohibited activity was inadvertent, done in good faith and did not cause
significant harm to Key.




     b. After notice from the Corporation, fail to return to Key any document, data, or
thing in an Employee’s possession or to which an Employee has access that may involve
Non-Public Information of Key.




     c. After notice from the Corporation, fail to assign to Key all right, title, and
interest in and to any confidential or non-confidential Intellectual Property which an
Employee created, in whole or in part, during employment with Key, including, without
limitation, copyrights, trademarks, service marks, and patents in or to (or associated
with) such Intellectual Property.




     d. After notice from the Corporation, fail to agree to do any acts and sign any
document reasonably requested by Key to assign and convey all right, title, and interest in
and to any confidential or non-confidential Intellectual Property which an Employee
created, in whole or in part, during employment with Key, including, without limitation,
the signing of patent applications and assignments thereof.




     e. Upon an Employee’s own behalf or upon behalf of any other person or entity that
competes or plans to compete with Key, solicit or entice for employment or hire any
Employee of Key.




     f. Upon an Employee’s own behalf or upon behalf of any other person or entity that
competes or plans to compete with Key, call upon, solicit, or do business with (other than
business which does not compete with any business conducted by Key) any customer of Key an
Employee called upon, solicited, interacted with, or became acquainted with, or learned of
through access to information (whether or not such information is or was non-public) while
employed at Key unless such prohibited activity was inadvertent, done in good faith, and
did not involve a customer whom an Employee should have reasonably known was a customer of
Key.




     g. Upon an Employee’s own behalf or upon behalf of any other person or entity that
competes or plans to compete with Key, engage in any business activity in competition with
Key in the same or a closely related activity that an Employee
was engaged in for Key during the one year period prior to the termination of
employment.




     For purposes of this Section 16:




“Covered Option” means any Option granted on or after January 1, 2001 unless the
granting resolution expressly excludes the Option from the provisions of this
Section 16.



22









 






“Intellectual Property” shall mean any invention, idea, product, method of
doing business, market or business plan, process, program, software,
formula, method, work of authorship, or other information, or thing.




“Key” shall mean the Corporation and its Subsidiaries collectively.




“Non-Public Information” shall mean, but is not limited to, trade secrets,
confidential processes, programs, software, formulas, methods, business
information or plans, financial information, and listings of names (e.g.,
employees, customers, and suppliers) that are developed, owned, utilized,
or maintained by an employer such as Key, and that of its customers or
suppliers, and that are not generally known by the public.




“Profit” shall mean, with respect to any Covered Option, the spread
between the Fair Market Value of a Common Share on the date of exercise
and the exercise price multiplied by the number of shares exercised under
the Covered Option.



     17. Awards in Substitution for Awards Granted by Other Companies. Awards, whether Incentive
Stock Options, Nonqualified Options, SARs, Limited SARs Restricted Stock, or Performance Shares,
may be granted under the Plan in substitution for awards held by employees of a company who become
Employees of the Corporation or a Subsidiary as a result of the merger or consolidation of the
employer company with the Corporation or a Subsidiary, or the acquisition by the Corporation or a
Subsidiary of the assets of the employer company, or the acquisition by the Corporation or a
Subsidiary of stock of the employer company as a result of which it becomes a Subsidiary. The
terms, provisions, and benefits of the substitute Awards so granted may vary from the terms,
provisions and benefits set forth in or authorized by the Plan to such extent as the Committee at
the time of the grant may deem appropriate to conform, in whole or in part, to the terms,
provisions, and benefits of the awards in substitution for which they are granted.



23









 





     18. Legal Requirements. No Awards shall be granted and the Corporation shall have no
obligation to make any payment under the Plan, whether in Common Shares, cash, or any combination
thereof, unless such payment is, without further action by the Committee, in compliance with all
applicable Federal and state laws and regulations, including, without limitation, the United States
Internal Revenue Code and Federal and state securities laws.



     19. Duration and Termination of the Plan. The Plan shall become effective and shall be deemed
to have been adopted on the date on which it is approved by the shareholders of the Corporation and
shall remain in effect thereafter until terminated by action of the Board of Directors. No
termination of the Plan shall adversely affect the rights of any Employee with respect to any Award
granted before the effective date of the termination.



     20. Amendments. The Board of Directors, or a duly authorized committee thereof, may alter or
amend the Plan from time to time prior to its termination in any manner the Board of Directors, or
such duly authorized committee, may deem to be in the best interests of the Corporation and its
shareholders, except that no amendment may be made without shareholder approval if shareholder
approval is required under Rule 16b-3 to qualify for the Rule 16b-3 Exemption, is required by any
applicable securities law or tax law, or is required by the rules of any exchange on which the
Common Shares of the Corporation are traded or, if the Common Shares are not listed on an exchange,
by the rules of the registered national securities association through whose inter-dealer quotation
system the Common Shares are quoted. The Committee shall have the authority to amend these terms
and conditions applicable to outstanding Awards (a) in any case where expressly permitted by the
terms of the Plan or of the relevant Award Instrument or (b) in any other case with the consent of
the Employee to whom the Award was granted. Except as expressly provided in the Plan or in the
Award Instrument evidencing the Award, the Committee may not, without the consent of the holder of
an Award granted under the Plan, amend the terms and conditions applicable to that Award in a
manner adverse to the interests of the Employee.



     21. Plan Noncontractual. Nothing herein contained shall be construed as a commitment to or
agreement with any person employed by the Corporation or a Subsidiary to continue such person’s
employment with the Corporation or the Subsidiary, and nothing herein contained shall be construed
as a commitment or agreement on the part of the Corporation or any Subsidiary to continue the
employment or the annual rate of compensation of any such person for any period. All Employees
shall remain subject to discharge to the same extent as if the Plan had never been put into effect.



     22. Interest of Employees. Any obligation of the Corporation under the Plan to make any
payment at any future date merely constitutes the unsecured promise of the Corporation to make such
payment from its general assets in accordance with the Plan, and no Employee shall have any
interest in, or lien or prior claim upon, any property of the Corporation or any Subsidiary by
reason of that obligation.



24









 





     23. Claims of Other Persons. The provisions of the Plan shall in no event be construed as
giving any person, firm, or corporation any legal or equitable right against the Corporation or any
Subsidiary, their officers, employees, agents, or directors, except any such rights as are
specifically provided for in the Plan or are hereafter created in accordance with the terms and
provisions of the Plan.



     24. Absence of Liability. No member of the Board of Directors of the Corporation or a
Subsidiary, of the Committee, of any other committee of the Board of Directors, or any officer or
Employee of the Corporation or a Subsidiary shall be liable for any act or action under the Plan,
whether of commission or omission, taken by any other member, or by any officer, agent, or
Employee, or except in circumstances involving his bad faith or willful misconduct, for anything
done or omitted to be done by himself.



     25. Severability. The invalidity or unenforceability of any particular provision of the Plan
shall not affect any other provision hereof, and the Plan shall be construed in all respects as if
such invalid or unenforceable provision were omitted herefrom.



     26. Governing Law. The provisions of the Plan shall be governed and construed in accordance
with the laws of the State of Ohio.



     27. Duration and Termination of the Plan. The Plan shall remain in effect through June 30,
2012, and shall then terminate, unless terminated at an earlier date by action of the Board of
Directors or a duly authorized Committee thereof; provided, however, that termination of the Plan
shall not affect Awards granted prior thereto.



     28. Plan Effective Date. The Plan, originally named the Society Corporation 1991 Equity
Compensation Plan, was approved by the Corporation’s shareholders at the Annual Meeting of
Shareholders held on April 16, 1991 and became effective on that date. On March 17, 1994, the
Corporation’s Board of Directors adopted, subject to shareholder approval, certain amendments to
the Plan, then renamed the KeyCorp Amended and Restated 1991 Equity Compensation Plan. The
shareholders approved these amendments at the Corporation’s Annual Meeting of Shareholders held on
May 19, 1994. The Plan was further amended by action of the Committee on July 17, 1996 to amend
the definition of Change of Control as set forth in Section 2.5 of the Plan, which amendment was
effective as of January 1, 1996. If the Corporation hereafter enters into a transaction intended
to be accounted for as a pooling of interests and the Committee determines, based on the written
advice of the Corporation’s independent accountants, that the July 17, 1996 amendment or the
operation thereof would conflict with or jeopardize the pooling of interests accounting treatment
for such transaction, then the July 17, 1996 amendment shall be inoperative and shall be treated as
if it had never been effected so that the definition of Change of Control would be as in effect
prior to such amendment. The Plan was further amended and restated as of September 19, 1996, to
provide for the transferability of Options granted hereunder. The Plan was further amended by
action of the Equity Based Compensation Subcommittee of the



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Compensation and Organization Committee
on May 6, 1998 to amend Section 10.1(a) of the Plan to extend the option exercise period for
terminated employees upon a change of control in certain circumstances. The amendment to Section
10.1(a) only applies to Awards and Award Instruments granted or entered into on or after January 1,
1999. If the Corporation enters into a transaction intended to qualify as a pooling of interests
for accounting purposes prior to January 1, 1999, the amendment to Section 10.1(a) shall become
null and void. The Subcommittee also amended the Plan to delete Section 17 of the Plan and all
cross-references thereto. References in the Plan to specific numbers of Common Shares have been
adjusted pursuant to Section 13 to reflect the two-for-one split in the Common Shares effective
March 6, 1998. With respect to clause (a) of the last paragraph of Section 5, as of May 6, 1998,
Incentive Stock Options covering 451,823 Common Shares had been theretofore granted and not expired
or terminated unexercised, leaving 9,148,177 Common Shares then available for future grant of
Incentive Stock Options (subject to increase in the event that outstanding Incentive Stock Options
expire or terminate unexercised). The Plan was further amended by action of the Compensation and
Organization Committee on March 15, 2000 to amend Section 1 of the Plan to clarify that Awards
under the Plan may be made to any Employee of the Corporation. The Plan was amended on January 17,
2001 to amend Section 6.4(a) to remove the requirement that an Option will not become exercisable
unless an Optionee has been continuously employed by the Corporation for at least six months from
the date of grant. The Plan was also amended to add a new Section 16 entitled “Harmful Activity”
which states that, if an Optionee engages in a “harmful activity” prior to or within six months of
termination of employment, profits from the exercise of a Covered Option will inure to the benefit
of the Corporation in certain circumstances. Section 16 does not apply to Options granted prior to
January 1, 2001. The Plan was amended on March 14, 2001 to amend Sections 10.2, 10.3, and 10.4 to
extend the period during which Options are exercisable pursuant to these sections to three years
after retirement, disability, or death. The amendment only applies to Options granted on or after
January 1, 2002. The Plan was amended on November 14, 2001 to amend Section 2.2 to change the
consideration required for Restricted Stock. The Plan was amended on November 21, 2002 to
terminate the Plan on June 30, 2012. The Plan was amended on March 13, 2003 to amend Section 5 to
terminate on January 2, 2009 the automatic replenishment of available Common Shares.




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