exv10w50






Exhibit 10.50




KEYCORP

DEFERRED CASH AWARD PLAN




ARTICLE I



     The KeyCorp Deferred Cash Award Plan (“Plan”) is hereby established effective March 1, 2009.
The Plan, as structured, is intended to provide KeyCorp with a mandatory deferral vehicle for those
deferred cash awards that are granted to selected employees of KeyCorp until such time as the
awards become vested and distributed to the applicable Employee. The Plan, accordingly, is
intended to provide those selected Employees of KeyCorp with a tax-favorable savings vehicle, while
providing KeyCorp with a means to retain its Employees’ continued employment at Key. It is the
intention of KeyCorp, and it is the understanding of those Employees who become covered under the
Plan, that the Plan is unfunded for tax purposes. It is also the understanding of those Employees
covered under the Plan that the Plan will be administered in accordance with the requirements of
Section 409A of the Code as well as the requirements of the Emergency Economic Stabilization Act,
as may be amended from time to time.



ARTICLE II

DEFINITIONS




     2.1 Meaning of Definitions. For the purposes of this Plan, the following words and
phrases shall have the meanings hereinafter set forth, unless a different meaning is clearly
required by the context:




	 	(a)	 	“Beneficiary” shall mean the person, persons or entity
entitled under Article VII to receive any Plan benefits payable after a
Participant’s death.
	 
	 	(b)	 	“Board” shall mean the Board of Directors of KeyCorp,
the Board’s Compensation and Organization Committee, or any other committee
designated by the Board or a subcommittee designated by the Board’s
Compensation and Organization Committee.
	 
	 	(c)	 	“Change of Control” shall be deemed to have occurred if
under a rabbi trust arrangement established by KeyCorp (“Trust”), as such Trust
may from time to time be amended or substituted, the Corporation is required to
fund the Trust because a “Change of Control”, as defined in the Trust, has
occurred.
	 
	 	(d)	 	“Corporation” shall mean KeyCorp, an Ohio corporation,
its corporate successors, and any corporation or corporations into or with
which it may be merged or consolidated.
	 
	 	(f)	 	“Deferred Cash Award” shall mean those deferred cash
incentive award(s) that are granted to certain Employees of the Corporation,
which are subject to a mandatory vesting schedule prior to becoming distributed
to the Employee.
	 
	 	(g)	 	“Disability” shall mean (1) a physical or mental
disability which prevents a Participant from performing the duties the
Participant was employed to perform for his or her Employer when such
disability commenced, (2) has resulted in the Participant’s absence from work
for 180 qualifying days, and (3) application has




 









 






	 	 	 	been made for the Participant’s disability coverage under the KeyCorp Long
Term Disability Plan, and the Participant has been terminated.
	 
	 	(i)	 	“Employee” shall mean a common law employee who is
employed by an Employer.
	 
	 	(j)	 	“Employer” shall mean the Corporation and any of its
subsidiaries or affiliates, unless specifically excluded as an Employer for
Plan purposes by written action by an officer of the Corporation. An
Employer’s Plan participation shall be subject to all conditions and
requirements made by the Corporation, and each Employer shall be deemed to have
appointed the Plan Administrator as its exclusive agent under the Plan as long
as it continues as an Employer.
	 
	 	(k)	 	“Harmful Activity” shall have occurred if the
Participant shall do any one or more of the following. This provision shall
survive the Participant’s termination of employment with Key:






	 	(i)	 	Use, publish, sell, trade or otherwise disclose
Non-Public Information of KeyCorp unless such prohibited activity was
inadvertent, done in good faith and did not cause significant harm to
KeyCorp.
	 
	 	(ii)	 	After notice from KeyCorp, fail to return to
KeyCorp any document, data, or thing in his or her possession or to
which the Participant has access that may involve Non-Public
Information of KeyCorp.
	 
	 	(iii)	 	After notice from KeyCorp, fail to assign to
KeyCorp all right, title, and interest in and to any confidential or
non-confidential Intellectual Property which the Participant created,
in whole or in part, during employment with KeyCorp, including, without
limitation, copyrights, trademarks, service marks, and patents in or to
(or associated with) such Intellectual Property.
	 
	 	(iv)	 	After notice from KeyCorp, fail to agree to do
any acts and sign any document reasonably requested by KeyCorp to
assign and convey all right, title, and interest in and to any
confidential or non-confidential Intellectual Property which the
Participant created, in whole or in part, during employment with
KeyCorp, including, without limitation, the signing of patent
applications and assignments thereof.
	 
	 	(v)	 	Upon the Participant’s own behalf or upon
behalf of any other person or entity that competes or plans to compete
with KeyCorp, solicit or entice for employment or hire any KeyCorp
employee.
	 
	 	(vi)	 	Upon the Participant’s own behalf or upon
behalf of any other person or entity that competes or plans to compete
with KeyCorp, call upon, solicit, or do business with (other than
business which does not compete with any business conducted by KeyCorp)
any KeyCorp customer the Participant 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 the Participant was employed at KeyCorp unless such prohibited
activity was inadvertent, done in good




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	 	 	 	faith, and did not involve a customer whom the Participant should
have reasonably known was a customer of KeyCorp.
	 
	 	(vii)	 	Upon the Participant’s own behalf or upon
behalf of any other person or entity that competes or plans to compete
with KeyCorp, after notice from KeyCorp, continue to engage in any
business activity in competition with KeyCorp in the same or a closely
related activity that the Participant was engaged in for KeyCorp during
the one year period prior to the termination of the Participant’s
employment.






	 	 	 	For purposes of this Section 2.1(k) the term:
	 
	 	 	 	“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 relating to KeyCorp or any of its
businesses.

	 
	 	 	 	“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 KeyCorp, and that of its customers or
suppliers, and that are not generally known by the public.

	 
	 	 	 	“KeyCorp” shall include KeyCorp, its subsidiaries, and its
affiliates.
	 
	 	(l)	 	“Interest Bearing Account” shall mean the investment
account established under the Plan for bookkeeping purposes in which the
Participant’s Deferred Cash Awards shall be credited until vested and
distributed to the Participant. Deferred Cash Awards invested for bookkeeping
purposes in the Interest Bearing Account shall be credited with earnings as of
each month equal to 120% of the applicable long term federal rate as published
by the Internal Revenue Service for that month, compounded monthly, and divided
by 12.
	 
	 	(m)	 	“Participant” shall mean an Employee who meets
the eligibility and participation requirements set forth in Section 3.1
of the Plan.
	 
	 	(n)	 	“Plan” shall mean the KeyCorp Deferred Cash Award Plan
with all amendments hereafter made.
	 
	 	(o)	 	“Plan Account” shall mean the bookkeeping account
established by the Corporation for each Plan Participant, which shall reflect
the Employee’s Deferred Cash Award deferred to the Plan on a bookkeeping basis,
with all earnings thereon. Plan Accounts shall not constitute separate Plan
funds or separate Plan assets. Neither the maintenance of, nor the crediting
of amounts to such Plan Accounts shall be treated (i) as the allocation of any
Corporation assets to, or a segregation of any Corporation assets in any such
Plan Accounts, or (ii) as otherwise creating a right in any person or
Participant to receive specific assets of the Corporation.




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	 	(p)	 	“Plan Year” shall mean the calendar year.
	 
	 	(q)	 	“Retirement” shall mean the termination of a
Participant’s employment any time after the Participant’s attainment of age 55
and completion of 5 years of Vesting Service but shall not include the
Participant’s (i) Discharge for Cause, (ii) Involuntary Termination, (iii) a
Termination Under Limited Circumstances, (iv) Disability, or (v) death.
	 
	 	(r)	 	“Termination Under Limited Circumstances” shall mean
the termination of a Participant’s employment from his or her Employer, and
from all other Employers (i) under circumstances in which the Participant is
entitled to receive severance benefits or salary continuation benefits under
the KeyCorp Separation Pay Plan, (ii) under circumstances in which the
Participant is entitled to severance benefits or salary continuation or similar
benefits under a change of control agreement or employment agreement within two
years after a change of control (as defined by such agreement) has occurred, or
(iii) as otherwise expressly approved by an officer of the Corporation.
	 
	 	(s)	 	“Termination of Employment” shall mean the voluntary or
involuntary termination of the Participant’s employment from his or her
Employer and from any other Employer, but shall not include the Participant’s
Termination Under Limited Circumstances, Retirement, or termination as a result
of Disability or death.





     2.2 Pronouns. The masculine pronoun wherever used herein includes the feminine in any
case so requiring, and the singular may include the plural.



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ARTICLE III

ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility and Participation. An Employee shall become a Plan Participant upon
the Employer’s mandatory deferral of the Employee’s Deferred Cash Award.



ARTICLE IV

DEFERRED CASH AWARD




     4.1 Crediting of the Deferred Cash Award. A Deferred Cash Award shall be credited on
a bookkeeping basis to a Plan Account established in the Participant’s name as of the date on which
the Deferred Cash Award is granted to the Employee (“Deferred Cash Award Date”).



     4.2 Investment of Deferred Cash Awards. Unless otherwise specifically excluded from
investment under the terms of the deferred cash award grant agreement, all Deferred Cash Awards
shall be automatically invested on a bookkeeping basis in the Plan’s Interest Bearing Account, or
such other investment account as may be later authorized by the Corporation.



     4.3 Determination of Amount. The Plan Administrator shall verify the amount of the
Participant’s Deferred Cash Award, with all earnings thereon, credited to each Participant’s Plan
Account in accordance with the provisions of the Plan. The reasonable and equitable decision of
the Plan Administrator as to the value of each Plan Account shall be conclusive and binding upon
the Participants and the Beneficiary of each deceased Participant having any interest, direct or
indirect in the Participant’s Plan Account. As soon as reasonably practicable after the close of
the applicable Plan Year the Corporation shall provide the Participant with a statement reflecting
his or her year-end Account balance.



     4.4 Corporate Assets. All Deferred Cash Awards, and any earnings credited to each
Participant’s Plan Account on a bookkeeping basis, remain the assets and property of the
Corporation, which shall be subject to distribution to the Participant only in accordance with the
provisions of Article VI of the Plan. Participants and Beneficiaries shall have the status of
general unsecured creditors of the Corporation. Nothing contained in the Plan shall create, or be
construed as creating a trust of any kind or any other fiduciary relationship between the
Participant, the Corporation, or any other person. It is the intention of the Corporation and it
is the understanding of the Participant that the Plan is an unfunded Plan.



     4.5 No Present Interest. Subject to any federal statute to the contrary, no right or
benefit under the Plan and no right or interest in each Participant’s Plan Account shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge any right or benefit under the
Plan, or Participant’s Plan Account shall be void. No right, interest, or benefit under the Plan
or Participant’s Plan Account shall be liable for or subject to the debts, contracts, liabilities,
or torts of the Participant or Beneficiary, including domestic relations proceedings. If the
Participant or Beneficiary becomes bankrupt or attempts to alienate, sell, assign, pledge,
encumber, or charge any right under the Plan or Participant’s Plan Account, such attempt shall be
void and unenforceable.



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ARTICLE V

VESTING




     5.1 Deferred Cash Award Vesting. The calculation of a Participant’s vested interest
in his or her Deferred Cash Award credited on a bookkeeping basis to the Participant’s Plan Account
shall be measured in whole calendar years. A Participant shall become vested in his or her
Deferred Cash Award allocated on a bookkeeping basis to the Participant’s Plan Account with all
earnings thereon, in accordance with the following vesting schedule:




	 	(a)	 	50% of the Participant’s Deferred Cash Award shall become 100%
vested (and distributed to the Participant) two full calendar years following
the Participant’s Deferred Cash Award Date, and
	 
	 	(b)	 	The remainder of the Participant’s Deferred Cash Award shall
become 100% vested (and distributed to the Participant) three full calendar
years following the Participant’s Deferred Cash Award Date.





     Alternatively, at the Employer’s election, the Employee shall become vested in his or her
Deferred Cash Award under such other multi-year vesting schedule as is expressly communicated to
the Employee by the Employer and reflected in the Participant’s Deferred Cash Award grant.
Notwithstanding the foregoing provisions of this Section 5.1, however, a Participant shall become
fully vested in the Deferred Cash Award credited on a bookkeeping basis to the Participant’s Plan
Account upon the Participant’s Termination Under Limited Circumstances, Disability or death.



     5.2 Continued Vesting Upon Retirement. Subject to the provisions of Article VI of the
Plan, upon the Participant’s Retirement, the Participant’s non-vested Deferred Cash Award credited
to the Participant’s Plan Account with all earnings thereon, shall remain in the Plan and shall
continue to vest under the vesting provisions of Section 5.1 of the Plan.



     5.3 Forfeiture of the Participant’s Deferred Cash Award. Notwithstanding any
provision of the Plan to the contrary, upon the Participant’s Termination of Employment, the not
vested Deferred Cash Award credited on a bookkeeping basis to the Participant’s Plan Account with
all earnings thereon shall be automatically forfeited as of the Participant’s last day of
employment.



ARTICLE VI

DISTRIBUTION OF PLAN BENEFITS




          6.1 Distribution of the Participant’s Deferred Cash Award. A Participant’s vested
Deferred Cash Award with all earnings thereon shall be distributed from the Plan concurrently with
or immediately following the Participant’s vesting in his or her Deferred Cash Award (but in any
event within 90 days of the Participant’s vesting date) as a single lump sum cash payment less all
applicable tax withholdings.




     6.2 Distributions Following Termination Under Limited Circumstances, Disability or
Death. Upon the Participant’s Termination Under Limited Circumstances, Disability, or death,
the Deferred Cash Award credited to the Participant’s Plan Account with all earnings thereon shall
become



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immediately vested and shall be distributed to the Participant or the Participant’s
Beneficiary within 90 days thereafter in a single lump sum cash distribution less all applicable
tax withholdings.




     6.3 Payment Limitation for Key Employees. Notwithstanding any other provision of the
Plan to the contrary, including without limitation, the provisions of Section 6.2 hereof, in the
event that the Participant constitutes a “specified employee” of the Corporation (as that term is
defined in accordance with Treasury Reg. Section 1.409A-1(i)) at the time of his or her “separation
from service”, then in such event the distributions of the Participant’s vested Deferred Cash Award
due to the Participant’s separation from service shall not be made before the first day of the
seventh month following the Participant’s date of separation from service (or, if earlier, the date
of death of the Participant). To the extent an amount is deferred under this Section 6.3 until the
first business day of the seventh month following the Participant’s separation from service date,
then in such event, the payment to which the Participant would otherwise have been entitled to
during the first six months shall be paid to the Participant on the first business day of the
seventh month with all Plan earnings, gains and losses thereon. The term “separation from service”
shall be defined for Plan purposes in accordance with the requirements of Section 409A(c)(2)(A)(i)
of the Code and applicable regulations issued thereunder.



     6.4 Harmful Activity. If a Participant engages in any “Harmful Activity” prior to or
within twelve months after the Participant’s Termination of Employment with an Employer, then all
not vested Plan benefits shall be immediately forfeited, and any Plan distributions made to the
Participant within one year prior to the Participant’s Termination or Retirement date shall be
fully repaid by the Participant to the Corporation within 60 days following the Participant’s
receipt of the Corporation’s notice of such Harmful Activity.



     The Harmful Activity restrictions with regard to the Participant’s not competing in businesses
in which Key engages shall not apply in the event that the Participant’s Termination of Employment
within two years after a Change of Control if any of the following have occurred: a relocation of
the Participant’s principal place of employment of more than 35 miles from the Participant’s
principal place of employment immediately prior to the Change of Control, a reduction in the
Participant’s base salary after a Change of Control, or Termination of Employment under
circumstances in which the Participant 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.



     The determination by the Corporation as to whether a Participant has engaged in a “Harmful
Activity” prior to or within twelve months after the Participant’s termination of employment with
an Employer shall be final and conclusive upon the Participant and upon all other Persons.



     6.5 Withholding. The withholding of taxes with respect to any Deferred Cash Award
with all earnings thereon shall be made at such time as it becomes required by any state, federal
or local law; such taxes shall be withheld from the Deferred Cash Award in accordance with
applicable law.



     6.6 Facility of Payment. If it is found that any individual to whom an amount is
payable hereunder is incapable of attending to his or her financial affairs because of any mental
or physical condition, including the infirmities of advanced age, such amount (unless prior claim
therefore shall have been made by a duly qualified guardian or other legal representative) may, in
the discretion of the Corporation, be paid to another person for the use or benefit of the
individual found incapable of attending to his or her financial affairs or in satisfaction of legal
obligations incurred by or on behalf of such individual. Any such payment shall be charged to the
Participant’s Plan Account from which any such payment would otherwise have been paid to the
individual found incapable of attending to his or her financial affairs, and shall be a complete
discharge of any liability therefore under the Plan.



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ARTICLE VII

BENEFICIARY DESIGNATION




     7.1 Beneficiary Designation. Subject to Section 7.3 hereof, each Participant shall
have the right, at any time, to designate one or more persons or an entity as the Beneficiary (both
primary as well as secondary) to who benefits under this Plan shall be paid in the event of
Participant’s death prior to complete distribution of the Participant’s vested Plan Account. Each
Beneficiary designation shall be in a written form prescribed by the Corporation and shall be
effective only when filed with the Corporation during the Participant’s lifetime.



     7.2 Changing Beneficiary. Any Beneficiary designation may be changed by the
Participant without the consent of the previously named Beneficiary by the Participant’s filing of
a new designation with the Corporation. The filing of a new designation shall cancel all
designations previously filed by the Participant.



     7.3 No Beneficiary Designation. If a Participant fails to designate a Beneficiary in
the manner provided above, if the designation is void, or if the Beneficiary (including all
contingent Beneficiaries) designated by a deceased Participant dies before the Participant, or if
the Beneficiary disclaims his or her interest in such benefit, the Participant’s Beneficiary shall
be the Participant’s estate.



ARTICLE VIII

ADMINISTRATION




     8.1 Administration. The Corporation, as the “Plan Administrator,” shall be
responsible for the general administration of the Plan, for carrying out the provisions hereof, and
for making payments hereunder. The Corporation shall have the sole and absolute discretionary
authority and power to carry out the provisions of the Plan, including, but not limited to, the
authority and power (a) to determine all questions relating to the eligibility for and the amount
of any benefit to be paid under the Plan, (b) to determine all questions pertaining to claims for
benefits and procedures for claim review, (c) to resolve all other questions arising under the
Plan, including any questions of construction and/or interpretation, and (d) to take such further
action as the Corporation shall deem necessary or advisable in the administration of the Plan. All
findings, decisions, and determinations of any kind made by the Plan Administrator shall not be
disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject
to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof
required in any claim for benefits and in any determination of eligibility for a benefit. All
decisions of the Plan Administrator shall be final and binding on all parties. The Corporation may
employ such attorneys, investment counsel, agents, and accountants as it may deem necessary or
advisable to assist it in carrying out its duties hereunder. The actions taken and the decisions
made by the Corporation hereunder shall be final and binding upon all interested parties subject,
however, to the provisions of Section 8.2. The Plan Year, for purposes of Plan administration,
shall be the calendar year.



     8.2 Claims Review Procedure. Whenever the Plan Administrator decides for whatever
reason to deny, whether in whole or in part, a claim for benefits under this Plan filed by any
person (herein referred to as the “Claimant”), the Plan Administrator shall transmit a written
notice of its decision to the Claimant, which notice shall be written in a manner calculated to be
understood by the Claimant and shall contain a statement of the specific reasons for the denial of
the claim and a statement advising the Claimant that, within 60 days of the date on which he or she
receives such notice, he or she may obtain a review of the decision of the Plan Administrator in
accordance with the procedures hereinafter set forth. Within such 60-day period, the Claimant or
his or her authorized representative may request



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that the claim denial be reviewed by filing with the Plan Administrator a written request
therefore, which request shall contain the following information:





	 	(a)	 	the date on which the request was filed with the Plan Administrator; provided,
however, that the date on which the request for review was in fact filed with the Plan
Administrator shall control in the event that the date of the actual filing is later
than the date stated by the Claimant pursuant to this paragraph (a);
	 
	 	(b)	 	the specific portions of the denial of his or her claim which the Claimant
requests the Plan Administrator to review;
	 
	 	(c)	 	a statement by the Claimant setting forth the basis upon which he or she
believes the Plan Administrator should reverse its previous denial of the claim and
accept the claim as made; and
	 
	 	(d)	 	any written material which the Claimant desires the Plan Administrator to
examine in its consideration of his or her position as stated pursuant to paragraph (b)
above.





     In accordance with this Section 8.2, if the Claimant requests a review of the claim decision,
such review shall be made by the Plan Administrator or its designated Claims Committee, who shall,
within sixty (60) days after receipt of the request form, review and render a written decision on
the claim containing the specific reasons for the decision including reference to Plan provisions
upon which the decision is based. All findings, decisions, and determinations of any kind made by
the Plan Administrator (or its Claim Committee) shall not be modified unless the Plan Administrator
(or its Claim Committee) has acted in an arbitrary and capricious manner. Subject to the
requirements of law, the Plan Administrator (or its Claim Committee) shall be the sole judge of the
standard of proof required in any claim for benefits, and any determination of eligibility for a
benefit. All decisions of the Plan Administrator, including any determination made by the Claims
Committee shall be binding on the claimant and upon all other persons or entities. If the
Participant or Beneficiary shall not file written notice with the Plan Administrator at the times
set forth above, such individual shall have waived all benefits under the Plan other than as
already provided, if any, under the Plan.



ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN




     9.1 Reservation of Rights. The Corporation reserves the right to terminate the Plan
at any time by action of the Board of Directors of the Corporation, or any duly authorized
committee thereof, and to modify or amend the Plan, in whole or in part, at any time and for any
reason, subject to the following:




	 	(a)	 	Preservation of Account Balance. No termination, amendment, or
modification of the Plan shall reduce (i) the amount of Deferred Cash Awards, and (ii)
all earnings and gains on such Deferred Cash Awards that have accrued up to the
effective date of the termination, amendment, or modification.
	 
	 	(b)	 	Changes in Earnings Rate. No amendment or modification of the Plan
shall reduce the rate of earnings to be credited on Deferred Cash Awards with all
earnings and gains accrued thereon under the Interest Bearing Account until the close
of the applicable Plan Year in which such amendment or modification is made.




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     9.2 Effect of Plan Termination. If the Corporation terminates the Plan, either in
whole or in part, the Plan Administrator shall not accept any additional Deferred Cash Awards. If
such a termination occurs, the Plan shall continue to operate and to be effective with regard to
those Deferred Cash Awards maintained in the Plan prior to the effective date of such termination.



ARTICLE X

CHANGE OF CONTROL




     10.1 Change of Control. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control as defined in accordance with Section 2.1(c) of the
Plan, no amendment or modification of the Plan may be made at any time on or after such Change of
Control (1) to reduce or modify a Participant’s Pre-Change of Control Account Balance, or (2) to
terminate or modify the Plan’s Interest Bearing Account. For purposes of this Section 10.1, the
term “Pre-Change of Control Account Balance” shall mean, with regard to any Plan Participant, the
aggregate undistributed amount of the Participant’s Deferred Cash Award(s) with all earnings
thereon which are credited to the Participant’s Plan Account through the close of the calendar year
in which such Change of Control occurs.



     10.3 Amendment in the Event of a Change of Control. On and after a Change of Control,
the provisions of Article II, Article IV, Article V, Article VI, Article VII, Article VIII,
Article IX, and this Article X, may not be amended or modified as such Sections and Articles apply
with regard to the Participants’ Pre-Change of Control Account Balances.



ARTICLE XI

MISCELLANEOUS PROVISIONS




     11.1 Unfunded Plan. This Plan is an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of “management or highly-compensated employees.”



     11.2 No Commitment as to Employment. Nothing herein contained shall be construed as a
commitment or agreement upon the part of any Employee hereunder to continue his or her employment
with an Employer, and nothing herein contained shall be construed as a commitment on the part of
any Employer to continue the employment, rate of compensation, or terms and conditions of
employment of any Employee hereunder for any period. All Participants shall remain subject to
discharge to the same extent as if the Plan had never been put into effect.



     11.3 Benefits. Nothing in the Plan shall be construed to confer any right or claim
upon any person, firm, or corporation other than the Participants, former Participants, and
Beneficiaries.



     11.4 Absence of Liability. No member of the Board of Directors of the Corporation or
a subsidiary or committee authorized by the Board of Directors, or any officer of the Corporation
or a subsidiary or officer of a subsidiary shall be liable for any act or action hereunder, whether
of commission or omission, taken by any other member, or by any officer, agent, or Employee, except
in circumstances involving bad faith or willful misconduct, for anything done or omitted to be
done.



     11.5 Expenses. The expenses of administration of the Plan shall be paid by the
Corporation.



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     11.6 Precedent. Except as otherwise specifically agreed to by the Corporation in
writing, no action taken in accordance with the Plan by the Corporation shall be construed or
relied upon as a precedent for similar action under similar circumstances.



     11.7 Withholding. The Corporation shall withhold any tax that the Corporation in its
discretion deems necessary to be withheld from any payment to any Participant, former Participant,
or Beneficiary hereunder, by reason of any present or future law.



     11.8 Validity of Plan. The validity of the Plan shall be determined and the Plan
shall be construed and interpreted in accordance with the laws of the State of Ohio. The
invalidity or illegality of any provision of the Plan shall not affect the validity or legality of
any other part thereof.



     11.9 Parties Bound. The Plan shall be binding upon the Employers, Participants,
former Participants, and Beneficiaries hereunder, and, as the case may be, the heirs, executors,
administrators, successors, and assigns of each of them.



     11.10 Headings. All headings used in the Plan are for convenience of reference only
and are not part of the substance of the Plan.



     11.11 Duty to Furnish Information. The Corporation shall furnish to each Participant,
former Participant, or Beneficiary any documents, reports, returns, statements, or other
information that it reasonably deems necessary to perform its duties imposed hereunder or otherwise
imposed by law.



     11.12 Validity. In case any provision of this Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision had never been
inserted herein.



     11.13 Notice. Any notice required or permitted under the Plan shall be deemed
sufficiently provided if such notice is in writing and hand delivered or sent by registered or
certified mail. Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or on the receipt for registration or
certification. Mailed notice to the Corporation shall be directed to the Corporation’s address,
attention: KeyCorp Compensation and Benefits Department. Mailed notice to a Participant or
Beneficiary shall be directed to the individual’s last known address in the Employer’s records.



     11.14 Successors. The provisions of this Plan shall bind and inure to the benefit of
each Employer and its successors and assigns. The term successors as used herein shall include any
corporate or other business entity, which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of an Employer.



ARTICLE XII

COMPLIANCE WITH

SECTION 409A OF THE CODE




     12.1 Compliance With Section 409A. The Plan is intended to provide for the deferral
of compensation in accordance with the provisions of Section 409A of the Code and regulations and
published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner
consistent with those provisions and may at any time be amended in the manner and to the extent
determined necessary or desirable by the Corporation to reflect or otherwise facilitate compliance
with such provisions. Notwithstanding any provision of the Plan to the contrary, no otherwise
permissible



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deferral or distribution shall be made or given effect under the Plan that would result in a
violation, early taxation, or assessment of penalties or interest of any amount under Section 409A
of the Code.




     IN WITNESS WHEREOF, KeyCorp has caused this KeyCorp Deferred Cash Award Plan to be executed
and effective as of March 1, 2009.



	 	 	 	 	 
	 	KEYCORP

 	 
	 	By:  	/s/ Thomas E. Helfrich
 	 
	 	Title:  	Executive Vice President 	 
	 	 	 	 
	 




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