Executive Officer Grants and Acceptance Agreement – KeyCorp

(a)

In General. Your right to receive the Cash Performance
Shares and Above-Target Performance Shares shall be determined on the basis of
KeyCorp153s Shareholder Return Versus Peers Earnings per Share, and Average Return
on Assets (as such terms are defined in Appendix C) during the period of
January 1, 2011 through December 31, 2013 (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
Above-Target 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 May 19,
2014, 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 C.

(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 C 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 May 19,
2014.

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 C 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.

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.

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) May 19, 2014; 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
KeyCorp153s 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.

KeyCorp153s 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 agencies153 Guidance on Sound
Incentive Compensation Policies, (iii) KeyCorp153s 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.

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.

, 2011

Johnni Beckel

Chief Human Resources Officer

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 Key153s 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
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.

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