exv10w8






Exhibit 10.8




KEYCORP




Executive Officer Grants

(Nonqualified Stock Options)


«Name»



By action of the Compensation and Organization Committee (the “Committee”) of the Board of
Directors of KeyCorp, taken pursuant to the KeyCorp 2004 Equity Compensation Plan (the “Plan”), and
subject to the terms and conditions of the Plan, you have been
awarded ___ nonqualified
stock options.





	1.	 	The options are being awarded in conformity with the provisions of the Emergency Economic
Stabilization Act of 2008 (“EESA”). The options shall be null and void and immediately
canceled if the award is found to be contrary to the provisions of EESA by the Committee, the
Special Master for TARP Executive Compensation under EESA or otherwise. If the Committee
determines at any time while the options are outstanding that the options may encourage you or
the management of KeyCorp to take unnecessary and excessive risks that threaten the value of
KeyCorp, the Committee may declare the options null and void and immediately canceled.
	 
	2.	 	The effective date of this option grant shall be June 12, 2009 (the “date of grant”) on which
date the options become fully vested and exercisable, subject, however, to your agreeing to
the terms of paragraph 4 hereof.
	 
	3.	 	The options shall be subject to a holding period (during which the options shall be retained
by you and may not be exercised, transferred, or otherwise disposed of) until such time as any
KeyCorp obligation under the Troubled Asset Relief Program obligation (other than warrants) no
longer remains outstanding (the “Holding Period”).
	 
	4.	 	By executing this Agreement, you agree to retain (i.e. not exercise) the options until the
later of (i) for one-third of the options, one year from the date of grant; for an additional
one-third of the options, two years from the date of grant; and for the remaining one-third of
the options, until three years from the date of grant or (ii) the conclusion of the Holding
Period.
	 
	5.	 	By executing this Agreement, you agree as follows:






	 	(a)	 	Except in the proper performance of my duties for Key, I acknowledge and agree
that from the date hereof through a period of one (1) year after the termination of my
employment with Key for any reason, I will not, directly or indirectly, for myself or
on behalf of any other person or entity, hire or solicit or entice for employment any
Key employee without the written consent of Key, which
consent it may grant or withhold in its discretion.




 









 






	 	(b)	 	Except in the proper performance of my duties for Key, I acknowledge and agree
that from the date hereof through a period of one (1) year after the termination of my
employment with Key for any reason, I will not, directly or indirectly, for myself or
on behalf of any other person or entity, call upon, solicit, or do business with (other
than for a business which does not compete with any business or business activity
conducted by Key) any Key customer or potential customer I interacted with, became
acquainted with, or learned of through access to information while I performed services
for Key during my employment with Key, without the written consent of Key, which
consent it may grant or withhold in its discretion. In the event that my employment is
terminated with Key as a result of a Termination Under Limited Circumstances as defined
below, the restrictions in this paragraph 5(b) shall become inapplicable to me;
however, the restrictions in paragraph 5(a) of this Agreement shall remain in full
force and effect nevertheless. I understand that a “Termination Under Limited
Circumstances” shall mean the termination of my employment with Key (i) under
circumstances in which I am entitled to receive severance benefits or salary
continuation benefits under the terms and conditions of the KeyCorp Separation Plan in
effect at the time of such termination, or (ii) under circumstances in which I am
entitled to receive severance benefits, salary continuation benefits, or similar
benefits under the terms and conditions of an agreement with Key, including, without
limitation, a change of control agreement or employment or letter agreement, or (iii)
as otherwise expressly approved by the Compensation and Organization Committee of
KeyCorp in its sole discretion.






	6.	 	The terms and conditions of this award may not be modified, amended or waived except by an
instrument in writing signed by a duly authorized executive officer of KeyCorp.





	 	 	 	 	 
	June 12, 2009

	 	



 

Thomas E. Helfrich


Executive Vice President
	 	 






AGREED TO AND ACCEPTED:




	 	 	 
	 


	 	 
	Dated: June 12, 2009