EX-10.38



 Exhibit 10.38 
 FORM OF 
 KEYCORP 

EXECUTIVE OFFICER GRANTS 
 (Award of Cash Performance Shares and Above-Target Performance Shares) 
 «Name»

 By action of the Compensation and Organization Committee (the “Committee”) of the Board of Directors of KeyCorp, taken pursuant to
the KeyCorp 2010 Equity Compensation Plan (the “Plan”), and subject to the terms and conditions of the Plan, you have been awarded KeyCorp Performance Shares payable in cash, subject to vesting upon the achievement of specified performance
criteria (the “Cash Performance Shares”) and KeyCorp Performance Shares payable in cash subject to vesting upon the achievement of specified additional performance criteria (the “Above-Target Performance Shares”) (the “Cash
Performance Shares” and “Above-Target Performance Shares” are sometimes referred to collectively as the “Performance Shares”). 
 Please note that the Performance Shares granted to you under this Award Agreement remain subject to the terms and conditions of the KeyCorp 2010 Equity Compensation Plan, the terms of this Award Agreement
and the terms and conditions of the attached Acceptance Agreement (“Acceptance Agreement”). All capitalized terms used in both this Award Agreement and the Acceptance Agreement will have the same meaning as provided under the 2010 Equity
Compensation Plan. 
 1. Date of Grant. The effective date of grant for the award of the Performance Shares shall be March 2,
2012 (the “date of grant”). 
  

	2.	Vesting of Cash Performance Shares and Above-Target Performance Shares. 


 

	 	(a)	In General. Your right to receive the Cash Performance Shares and Above-Target Performance Shares shall be determined on the basis of KeyCorp’s Shareholder
Return Versus Peers, Cumulative Earnings per Share, and Return on Assets Versus Peers (as such terms are defined in Appendix A) during the period of January 1, 2012 through December 31, 2014 (the “Performance Period”). You
are able to earn up to 100% of the Cash Performance Shares if the applicable targeted level of performance is met or exceeded and up to 100% of the Cash Performance Shares if the applicable maximum level of performance is met or exceeded.


  

	 	(b)	Vesting of Performance Shares. The Cash Performance Shares and Above-Target Performance Shares granted hereunder shall be vested on March 2, 2015, but only
if (A) you have been in the continuous employ of KeyCorp or a Subsidiary through such date and (B) the Committee shall determine that the Cash Performance Shares and Above-Target Performance Shares have been earned as set forth on
Appendix A. 

  

	 	(c)	Determination by the Committee. The amount of the Cash Performance Shares and Above-Target Performance Shares that will vest and the level of attainment of the
applicable performance goals set forth on Appendix A shall be determined by the Committee as soon as practicable after the receipt of the audited financial statements for KeyCorp relating to the last year of the Performance Period, but in no
event later than two and one-half months after the close of the last year of the Performance Period. 








 3. Transfers Void. Any purported transfer or encumbrance of the Cash Performance Shares or
Above-Target Performance Shares prior to the time that they have vested as set forth in paragraph 2 shall be void. 
 4. Payment of
Performance Shares. Payment of any earned Performance Shares shall be made in the form of cash. Payment shall occur as soon as practicable following the vesting of such shares but in no event later than two and one-half months after vesting.
Each Cash Performance Share and Above-Target Performance Share shall have a value equal to the Fair Market Value of one Common Share on the date of vesting of the Cash Performance Share and /or Above-Target Performance Share. 

 

	5.	Death, Disability, Termination Under Limited Circumstances, or Retirement. 


If you die or become Disabled or you are Terminated Under Limited Circumstances or if you Retire before fully vesting in your Performance
Shares then a pro rata number of the Performance Shares actually earned as provided on Appendix A shall be retained by you or your estate and shall entitle you to the payment described in paragraph 2 following the determination of the
attainment of the performance goals upon conclusion of the Performance Period, but the remainder shall immediately be forfeited following the determination of the attainment of the performance goals upon conclusion of the Performance Period.

 The pro rata vesting as provided for under this Section 5, shall be determined by multiplying the number of not vested
Performance Shares granted under this Award by a fraction, the numerator of which shall be the number of full months measured from this Award grant date up through the date of your death, Disability, the date of your Termination Under Limited
Circumstances or your Retirement and the denominator of which shall be 36. 
 (a) For purposes of this Section 5, the term
“Retirement” shall mean your termination of employment with Key on or following your attainment of age 55 and your completion of at least 5 full years of service with Key (based on whole months), but it will not include your Termination
for Cause (regardless of your age or service at the time of termination), and the term “Disability” shall mean your becoming eligible for disability benefits under the KeyCorp Long Term Disability Plan and your termination from Key.

 (b) For purposes of this Section 5, the term “Termination Under Limited Circumstances” shall mean your
termination from Key under circumstances in which you become entitled to receive (i) a severance benefit under the KeyCorp Separation Pay Plan as in effect at the time of your termination, or (ii) under circumstances in which you are
entitled to receive salary continuation benefits under the terms and conditions of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement, or (iii) as otherwise expressly approved by
an officer of KeyCorp. 
  

	6.	Forfeiture. The Performance Shares shall be immediately forfeited if your employment with KeyCorp or a Subsidiary terminates prior to vesting as set forth
in paragraph 2 unless your employment terminates because of death, Disability, Retirement, or Termination Under Limited Circumstances (in which case the specific provisions of paragraph 5 shall apply). 


 

	7.	Harmful Activity. Notwithstanding any other provisions of this Agreement, if you engage in any “harmful activity” (as defined in Section 18
of the Plan) prior to or within six months after your termination of employment with KeyCorp or a Subsidiary, then any and all Performance Shares which have vested on or after one year prior to termination of employment shall be immediately
forfeited to KeyCorp and any cash paid upon the vesting of the Performance Shares shall inure to and be payable to KeyCorp upon demand. 


  
 2 









	8.	Acceleration. In the event of a Change of Control, the performance goals relating to the Cash Performance Shares (but not the Above-Target Performance
Shares) shall be deemed to be satisfied at 100% of target and such Cash Performance Shares shall vest on the earlier of: (a) March 2, 2015; or (b) the date not more than two years on or after a Change of Control upon which your
employment terminates under circumstances entitling you to receive severance benefits or salary continuation benefits under KeyCorp’s Separation Pay Plan or under any employment or change of control or similar arrangement or agreement, but only
if you have been in the continuous employ of KeyCorp or a Subsidiary through such date. 

  

	9.	Rights to Dividend Equivalents. Divided equivalents paid on such Cash Performance Shares shall be reinvested and shall be subject to the same terms and
restrictions as the restrictions otherwise applicable to such Cash Performance Shares (including but not limited to vesting requirements) granted under this Award. 


 

	10.	Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is intended that this award and the Plan comply with the
provisions of Section 409A of the Internal Revenue Code. This award and the Plan shall be administrated in a manner consistent with this intent, and any provision that would cause the award or the Plan to fail to satisfy Section 409A shall
have no force and effect until amended to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A and may be made by KeyCorp without your consent). In particular, to the extent your right to
receive payment of Cash Performance Shares becomes nonforfeitable under the terms of paragraph 2 above and the event triggering your right to payment is your termination of employment, then notwithstanding anything to the contrary in paragraph 2
above, payment will be made to you, to the extent necessary to comply with Section 409A, on the earlier of (a) your “separation from service” with KeyCorp (determined in accordance with section 409A); provided, however, that in
case you are a “specified employee” (within the meaning of Section 409A), your date of payment shall not occur until the first day of the seventh month following the date of your separation from service with KeyCorp or (b) your
death. 

  

	11.	KeyCorp’s Reservation of Rights. As a condition of receiving this award, you acknowledge and agree that Key intends to comply with requirements of
the (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act (including clawback provisions), as the same may be amended from time to time, (ii) the banking regulatory agencies’ Guidance on Sound Incentive
Compensation Policies, (iii) KeyCorp’s Enterprise Risk Managements risk requirements and policies, and (iv) its continuing obligation to maintain the safety and soundness of the organization. As a condition of your receiving this
award, you understand and agree that Key may, in its sole discretion, (i) decrease or forfeit all or any part of this award granted to you, (ii) initiate a clawback of all or any part of this award granted to you, and/or (iii) demand
your transfer of such Performance Shares back to Key if Key determines that such action is necessary or desirable. 

  

	12.	Tax Withholding. You shall be permitted to satisfy, in whole or in part, any withholding tax obligation that may arise in connection with the vesting of
any award of stock or shares hereunder by delivering to KeyCorp in Cash Performance Shares or Above-Target Performance Shares an amount equal to such withholding tax obligation. 


  
 3 









	13.	Condition. The award of Performance Shares granted hereby is conditioned upon your execution and delivery to KeyCorp of the Acceptance Agreement set forth
hereinafter. 

  

	14.	Amendment and Modification. 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. 

  

					
	            , 2012	 	 	 	  

		 		 	Johnni Beckel
		 		 	Chief Human Resource Officer


  
 4 








 APPENDIX A 
 “Performance Period” shall mean the period of January 1, 2012 through December 31, 2014. 
 Notwithstanding anything contained in Section 2(a) of the Award Agreement to the contrary, and subject to potential reduction by the Committee as described herein, if KeyCorp’s ratio of 3-Year
Average Pre-Provision Net Revenue to 3-Year Average Total Assets (from continuing operations) equals or exceeds [—]%, then you shall be eligible to earn 100% of the Cash Performance Shares and 100%
of the Above-Target Performance Shares. However, the Committee may, in its absolute and sole discretion, reduce the actual number of Cash Performance Shares and the Above-Target Performance Shares that you are otherwise eligible to earn (including a
reduction to zero) based on such factors as the Committee determines to be appropriate. It is the present intention of the Committee that it will exercise its discretion to reduce the number of Cash Performance Shares and the Above-Target
Performance Shares, if any, that you are otherwise eligible to earn based upon an evaluation of Key’s performance against the performance criteria referenced in the chart below (the “Performance Criteria”). 

Performance Criteria 
  

	1.	Financial Funding Indicators: 

  

	 	•	 	 For purposes of the grant of Cash Performance Shares and Above-Target Performance Shares, each of the Financial / Quality of Earnings metrics is
weighted at 33 1/3 % of the total. 


 [Table] 

 

	 	•	 	 Other Factors, related to Key’s Strategic Business Plan covering a three-year period, have been established and could affect funding levels at the
Compensation & Organization Committee’s discretion: 


  

	 	•	 	 Enterprise Risk Management (ERM) Dashboard and 


  

	 	•	 	 Execution of Strategic Priorities. 


  

	2.	Definitions: 

  

							
	 Measurement
	 	 Calculation

	Earnings per Share (EPS)	 		 	•	 	Net income from Continuing Operations attributable to common assuming dilution and shall be consistent with the calculation in Key’s quarterly and annual reports to
shareholders.
				
	Cumulative Earnings per Share	 		 	•	 	Sum of EPS for the 3 years included in the LT plan.
				
	Return on Assets (ROA)	 		 	•	 	Net income from Continuing Operations attributable to Key divided by average assets from Continuing Operations.
				
	Total Shareholder Return (TSR)	 		 	•	 	Based on average closing share price over the last 20 trading days in the base year vs. average closing share price in the last 20 days in year 3, plus investment of dividends paid
during the 3-year measurement period.









	3.	Measurement Periods: 

 The
proposed measurement periods are as follows: 
  

	 	•	 	 TSR – based on average closing share price over the last 20 trading days in the base year vs. average closing share price in the last 20 days in
year 3, plus investment of dividends paid during the 3-year measurement period 


  

	 	•	 	 ROA – based on the ranking of the average ROA over 3 years 



 

	 	•	 	 Cumulative EPS – based on cumulative EPS over 3 years 



 

	4.	Funding: 

  

	 	•	 	 Between the lower and upper zone is interpolated 


  

	 	•	 	 For TSR and ROA vs Peers 


  

	 	•	 	 Lower Zone starts funding 50% of target at greater than 25th percentile (25th percentile or below funds at zero) 



 

	 	•	 	 Upper Zone (max) funds at 150% for 75th percentile performance 



 

	 	•	 	 Compensation & Organization Committee may have discretion to increase funding to 200% for performance in the 90th percentile or greater for
any financial factor; in the case of EPS above the maximum, the Committee will be guided by TSR and ROA relative to peers in determining whether to increase funding for this measure. 



 

	5.	Modifications/Authority: 

  

	 	•	 	 If the Committee determines that a change in the business, operations, corporate structure or capital structure of KeyCorp, the manner in which it
conducts business or other events or circumstances render the Performance Criteria to be unsuitable, the Committee may modify such Performance Criteria or the related threshold, target and maximum levels of achievement, in whole or in part, as the
Committee deems appropriate. 



  
 2 








 ACCEPTANCE AGREEMENT 

I acknowledge receipt of the above award of Cash Performance Shares and Above-Target Performance Shares and in consideration thereof I
accept such awards subject to the terms and conditions of the Plan (including, without limitation, the harmful activity provisions thereof) and the restrictions upon me as set forth hereinafter in this Agreement. 

My agreement to the following restrictions is (i) in addition to (and not in limitation of) any other agreements, plans, policies,
or practices that are applicable to me as a KeyCorp or Subsidiary (collectively “Key”) employee, and (ii) independent of any Plan provisions. 
  

					
	1.	 	I recognize the importance of preserving the confidentiality of Non-Public Information of Key. Therefore, I acknowledge and agree that: (a) during my employment with
Key, I will acquire, reproduce, and use such Non-Public Information only to the extent reasonably necessary for the proper performance of my duties; (b) during and after my employment with Key, I will not use, publish, sell, trade or otherwise
disclose such Non-Public Information; and (c) upon termination of my employment with Key, I will immediately return to Key all documents, data, and things in my possession or to which I have access that involve such Non-Public Information. I agree
to sign nondisclosure agreements in favor of Key and others doing business with Key with whom Key has a confidential relationship.
		
	2.	 	I acknowledge and agree that the duties of my position at Key may include the development of Intellectual Property. Accordingly, any Intellectual Property which I create
with any of Key’s resources or assistance, in whole or in part, during my employment with Key, and which pertains to the business of Key, is the property of Key; and I hereby agree to and do assign to Key all right, title, and interest in and
to such Intellectual Property, including, without limitation, copyrights, trademarks, service marks, and patents in or to (or associated with) such Intellectual Property and agree to sign patent applications and assignments thereof, without
additional compensation.
		
	3.	 	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.
			
	4.	 	(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, 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.
			
		 	(b)	 	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









					
		 		 	paragraph 4(a) of this Agreement shall become inapplicable to me; however, the restrictions in paragraphs 1, 2, and 3 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 an officer of KeyCorp in its sole discretion.
		
	5.	 	In the event a court of competent jurisdiction determines that any of the restrictions contained in the above numbered paragraphs of this Agreement are excessive because
of duration or scope or are otherwise unenforceable, the provisions hereof shall not be void but, with respect to such limitations held to be excessive, they shall be modified to incorporate the maximum limitations such court will permit, not
exceeding the limitations contained in the acceptance of grant. In the event I engage in any activity in violation hereof, I acknowledge that such activity may cause serious damage and irreparable injury to Key, which will permit Key to terminate my
employment (if applicable) and seek monetary damages and its attorney fees and Key shall also be entitled to injunctive, equitable, and other relief. I acknowledge and agree that the validity, interpretation, and performance of this Agreement shall
be construed under the internal substantive laws of Ohio.

 BY SIGNING THIS ACCEPTANCE AGREEMENT, I ACKNOWLEDGE THAT I HAVE HAD AMPLE OPPORTUNITY TO READ THIS AGREEMENT AND THE
PLAN, MAKE A DILIGENT INQUIRY, ASK QUESTIONS, AND CONSULT WITH MY ATTORNEY IF I CHOSE TO DO SO. 
  

	
	  

	«Name» Sign Your Name
	
	  

	Date