Employment Agreement – Retention of Outgoing CEO – KeyCorp

Beth E. Mooney
President and Chief Operating Officer

Tel: (216) 689-0301

March 24, 2011

Mr. Henry L. Meyer III
Chairman and CEO
KeyCorp
127 Public Square
Cleveland, OH 44114

Dear Henry:

First of all, I want to thank you for all your guidance and support as I
transition into becoming Chair and CEO of KeyCorp (“Key”). I very much
appreciate the customer, industry and governmental introductions you have made
for me and your counsel as I have become a Key Board member.

As I have discussed with you, my number one priority over my initial year as
CEO is “focused execution.” I intend to devote almost all my efforts on that
single priority. I believe that we have the right strategy and foundational
elements in place : we just need relentless and flawless execution.

Under your leadership, Key has had an outstanding leadership role in
Cleveland, the State of Ohio and the other communities and States that we serve.
Also, in your 39 years at Key, you have developed a deep network of customer,
industry, and community contacts. We do not want those important Key assets to
diminish and I would like you to work with me to assure an orderly transition
over the coming year as I devote my full attention to running the business.

Consequently, I would ask that you continue as a Key employee for an
additional year from May 1, 2011 until April 30, 2012. You will not be an
executive officer, but, as we have discussed, I would expect you to continue to
represent Key as “Retired Chairman and CEO”. Your compensation for the period
from May 1, 2011 to April 30, 2012 will be at the rate of $20,000 per month
payable per Key153s normal payroll schedule.

Your responsibilities will include representing Key at community, civic and
governmental organizations. You and I have agreed on the list of organizations
where you will continue to be actively involved and represent Key for the coming
year. Also, you will, at mutually convenient times, continue to assist in
transitioning important customer and industry relationships. You will have
flexibility in your schedule.

---

Page 2

I expect that you and I will work together as you transition these
relationships over the coming year. However, for administrative purposes, you
should work with Tom Stevens and his office. In that regard, because you will
not have an office in Key Tower, should you need an office in downtown Cleveland
as you perform your duties under this letter, please coordinate with Tom to
arrange to use a visitor153s office.

Reference is hereby made to the Amended Employment Agreement, dated as of
September 1, 2009, between Key and you (said Agreement, as amended, being herein
the “Employment Agreement”). Effective May 1, 2011, all of Key153s obligations
remaining to be performed or observed by it under the Employment Agreement shall
be terminated except (i) to pay Base Salary (as defined in the Employment
Agreement) to you through April 30, 2011, and (ii) for the obligations of Key
under Sections 11, 12, 14 and 15. No termination of Key153s obligations under the
Employment Agreement shall affect your rights under any plan or benefit of Key,
all of which shall be governed by their respective terms except as otherwise
expressly provided in this letter. While you are employed under this letter, Key
will provide you the use of office space and secretarial facilities in the
greater Cleveland area and reimburse you for business expenses you incur in
performing your duties under this letter. Please coordinate with Tom Stevens and
his office in this regard. With respect to Section 15 of the Employment
Agreement, the fifth anniversary of the “Termination Date” shall be deemed to be
April 30, 2016. With respect to Section 14 of the Employment Agreement, the
“Termination Date” shall be the date you cease to be an employee of Key under
this letter for any reason (whether voluntary or involuntary). For all purposes
of the Employment Agreement, upon your employment ceasing under this letter for
any reason (whether voluntary or involuntary), your employment shall not be
treated as having been terminated for Cause or by a Non-approved
Retirement/Resignation (with all defined terms being used as defined in the
Employment Agreement). For purposes of Section 10 of the Employment Agreement,
Section 10.1 shall continue to apply until April 20, 2012 and thereafter Section
10.3 shall apply until April 30, 2015.

Reference is hereby made to the stock option grant, dated June 12, 2009, made
by Key to you in the amount of 900,000 Common Shares (the “Option”).
Notwithstanding any contrary provision of the award instrument evidencing the
Option, the plan under which the Option was granted, or the Employment Agreement
(including Section 14 thereof as amended by this letter), the expiration date of
the Option is hereby shortened to April 30, 2015 and, to the extent the Option
has not been exercised in full before April 30, 2015, the unexercised portion of
the Option shall terminate on April 30, 2015.

As an employee of Key, you will participate in the 401(k) plan and continue
to be covered by all health and benefit plans to the same extent as any other
employee of Key, provided, however, you will not be granted a new award of stock
options or restricted stock for the 2011 Plan year. In the event that Key repays
its TARP obligations and the Board subsequently adopts any long-term equity
compensation program, you also will not be eligible to participate in such
program. After December 31, 2011 but prior to the expiration of the term of your
employment under this letter, you will be eligible to be considered by the
Compensation & Organization Committee of the Key Board of Directors for a
cash incentive compensation award, provided, however, that the award, if any,
shall be based on your performance and the performance of Key subsequent to the
repayment of TARP.

Henry, I am very excited about Key153s prospects as I assume the Chair/CEO
position. Thank you for the solid foundation that you have left for me to build
upon. I look forward to working with you through the continuing transition over
the next year.

---

Page 3

Please indicate your agreement to this letter by signing and returning the
enclosed copy.

Very truly yours,
/s/ Beth E. Mooney
Beth E. Mooney
I agree to the foregoing letter.
/s/ Henry L. Meyer III
Henry L. Meyer III
March 24, 2011