Exhibit 10.1



 





Exhibit 10.1




KEYCORP




ANNUAL PERFORMANCE PLAN





	1.  	Purpose. The purpose of the KeyCorp (the “Company”) Annual Performance Plan (the “Plan”) is
to promote the profitable growth of the Company by:





	 	(a)  	Providing rewards for achieving specified performance goals.
	 
	 	(b)  	Recognizing corporate, business unit and individual performance and
achievement.
	 
	 	(c)  	Attracting, motivating and retaining superior executive talent.





	2.  	Administration. The Compensation Committee (the “Committee”) will approve the goals,
participation, target bonus awards, actual bonus awards, timing of payment and other actions
necessary to the administration of the Plan, based on the recommendations of senior
management. It is the responsibility of senior management of the Company to execute the
provisions of the Plan in accordance with the Committee’s directions.
	 
	3.  	Participation. The participant group will consist of the Chief Executive Officer and any
officer of the Company reporting directly to the Chief Executive Officer.
	 
	4.  	Establishment of Incentive Opportunities.





	 	(a)  	On or before March 30 of each year, the Committee shall select objective
performance goals (the “Corporate Performance Goals”) to be used in determining an
aggregate amount to be distributed under the Plan (the “Aggregate Incentive
Opportunity”). The Aggregate Incentive Opportunity will be a dollar amount calculated
by reference to specified levels of, growth in, or ratios involving, the Corporate
Performance Goals, which may include any one or more of the following:





	 	(i)  	Earnings per share
	 
	 	(ii)  	Total revenue
	 
	 	(iii)  	Net interest income
	 
	 	(iv)  	Noninterest income
	 
	 	(v)  	Net income
	 
	 	(vi)  	Net income before tax




 









 






	 	(vii)  	Noninterest expense
	 
	 	(viii)  	Efficiency ratio
	 
	 	(ix)  	Return on equity
	 
	 	(x)  	Return on assets
	 
	 	(xi)  	Economic profit added
	 
	 	(xii)  	Loans
	 
	 	(xiii)  	Deposits
	 
	 	(xiv)  	Tangible Equity
	 
	 	(xv)  	Assets
	 
	 	(xvi)  	Net Charge-Offs
	 
	 	(xvii)  	Nonperforming assets





	 	   	The Corporate Performance Goals may be described in terms of Company-wide objectives
or objectives that are related to the performance of any subsidiary, division,
department, or region of, or function with, the Company. The Corporate Performance
Goals may be made relative to the performance of other corporations.
	 
	 	(b)  	On or before March 30 of each year, the Committee will assign a percentage
share of the Aggregate Incentive Opportunity to each participant (the “Individual
Incentive Opportunity”). The sum of all Individual Incentive Opportunities will not
exceed 100% of the Aggregate Incentive Opportunity. No participant will be assigned an
Individual Incentive Opportunity of greater than $7,500,000.
	 
	 	(c)  	A participant’s Individual Incentive Opportunity in any year is the maximum
amount that a participant can receive under this Plan in that year. Whether or not a
participant will receive all or any portion of his or her Individual Incentive
Opportunity will be based on the achievement of corporate and business unit financial
and strategic objectives established for the year (which may be based on the Corporate
Performance Goals selected for the year, any of the other performance goals listed
above or any other measure) and on the achievement of individual goals (collectively,
the “Individual Performance Goals”). The Committee will establish the Individual
Performance Goals, including the relative allocations to corporate, business unit and
individual performance annually for each participant.




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	5.  	Award Determination.





	 	(a)  	At the end of each year, the Committee will determine the Aggregate Incentive
Opportunity based on the results of the Corporate Performance Goals.
	 
	 	(b)  	At the end of each year, the Committee will assess each participant’s
performance against the Individual Performance Goals and will make a determination as
to whether, and to what extent, the goals have been achieved. Based on this
assessment, the Committee will determine whether the participant is entitled to all of
his or her Individual Incentive Opportunity or whether a lesser amount (or none at all)
has been earned.





	6.  	Bonus Payments. Awards under the Plan will be paid in cash not later March 15 of each year,
provided that the provisions of the Company’s Annual Incentive Plan as they relate to
Automatic Deferral shall apply to awards hereunder and further provided that awards or
portions thereof may be deferred under the Company’s Deferred Compensation Plan.





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