KEYCORP /NEW/ (Form: S-8, Received: 05/23/2019 12:26:01)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 23, 2019

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LOGO

(Exact Name of Registrant as Specified in Its Charter)


OHIO		34-6542451
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

127 PUBLIC SQUARE CLEVELAND, OHIO		44114
(Address of Principal Executive Offices)		(Zip Code)

KEYCORP 2019 EQUITY COMPENSATION PLAN

(Full Title of the Plan)

Paul N. Harris

General Counsel and Secretary

KeyCorp

127 Public Square

Cleveland, Ohio 44114

(216) 689-5109

(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered ⁽¹⁾⁽²⁾	Proposed Maximum Offering Price Per Share ⁽³⁾	Proposed Maximum Aggregate Offering Price ⁽³⁾	Amount of Registration Fee

Common Shares, par value $1.00 per share	71,600,000	$16.85	$1,206,460,000	$146,222.95

(1)	Represents the common shares, par value $1.00 per share (“Common Shares”), of KeyCorp (“Registrant”), issuable pursuant to the KeyCorp 2019 Equity Compensation Plan (the “Equity Plan”) being registered hereon.

(2)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Common Shares that may become issuable under the Equity Plan by reason of any stock dividend, stock split, reorganization, merger, consolidation or reorganization of or by Registrant that results in an increase in the number of Registrant’s outstanding Common Shares or Common Shares issuable pursuant to the Equity Plan.

(3)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the $16.96 (high) and $16.73 (low) sale price of such securities on the New York Stock Exchange on May 20, 2019, which date is within five business days prior to the date of this filing.

EXPLANATORY STATEMENT

This Registration Statement on Form S-8 (the “Registration Statement”) relates to the registration of 71,600,000 Common Shares issuable under the Equity Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Registrant has sent or given, or will send or give, documents containing the information specified by Part I of this Registration Statement to participants in the Equity Plan to which this Registration Statement relates, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. Such documents need not be filed with the Commission, but these documents constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by Registrant with the Commission, are incorporated herein by reference:

(a)

Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018;

(b)

Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019;

(c)

Registrant’s Current Reports on Form 8-K filed on January 17, 2019 (excluding that information designated in such Current Report as furnished and not filed), March 15, 2019 , April 18, 2019 (excluding that information designated in such Current Report as furnished and not filed), and April 29, 2019; and

(d)

The description of Registrant’s Common Shares contained in the Registration Statement on Form 8-A filed with the Commission on July 31,1992, as amended by Forms 8-A/A filed on October 15, 1993, February 25, 1994, and June 19, 1997 , respectively.

All documents filed by Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Registrant is incorporated under the laws of the state of Ohio.

Section 1701.13(E) of the Ohio Revised Code (the “Code”) sets forth conditions and limitations governing the indemnification of directors, officers, and certain other persons (“Indemnified Persons”). In general, the Code authorizes Registrant to indemnify Indemnified Persons from liability if the Indemnified Person acted in good faith and in a manner reasonably believed by such person to be in or not opposed to the best interests of Registrant, and, with respect to any criminal actions, if the Indemnified Person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or on behalf of Registrant, indemnification is prohibited in certain circumstances, including (i) if the person seeking indemnification is adjudged liable for negligence or misconduct in the performance of such person’s duties to Registrant, unless an appropriate court determines such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper, or (ii) if liability asserted against such person concerns certain unlawful dividends, distributions and other payments. Section 1701.13(E) of the Code provides that to the extent an Indemnified Person has been successful on the merits or otherwise in defense of any such action, suit or proceeding, that Indemnified Person shall be indemnified against expenses reasonably incurred in connection therewith. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or code of regulations of Registrant or any agreement with directors, officers and certain other persons. Registrant may purchase and maintain insurance or furnish similar protection on behalf of any Indemnified Person against any liability asserted against and incurred by an Indemnified Person in his or her capacity, or arising out of his or her status, as a director, officer or certain other person, whether or not Registrant would have the power to indemnify him or her against such liability under the Code.

Under the terms of Registrant’s directors’ and officers’ liability and company reimbursement insurance policies, directors and officers of Registrant are insured against certain liabilities, including liabilities arising under the Securities Act.

Article V of the Second Amended and Restated Regulations of Registrant (the “Regulations”) provides that Registrant shall indemnify to the fullest extent permitted or authorized by Ohio law any person made or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, or employee of Registrant or of any other bank, corporation, partnership, joint venture, trust, or other enterprise for which he or she was serving as a director, trustee, officer, or employee at the request of Registrant. The indemnification provided by Article V of the Regulations is not exclusive and is in addition to any other rights to which any person seeking indemnification may be entitled.

Registrant is also party to Change of Control Agreements with certain executive officers (the “Executives”) pursuant to which Registrant has agreed, from and after a change of control, to indemnify an Executive to the fullest extent permitted or authorized by Ohio law, if the Executive (whether before or after the change of control) is made or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Executive is or was a director, officer, employee, or agent of Registrant and/or any of its subsidiaries, or is or was serving at the request of Registrant and/or any of its subsidiaries as a director, trustee, officer, employee, member, manager, or agent of a bank, corporation, limited liability company, partnership, joint venture, trust or other enterprise. Registrant has agreed to advance expenses incurred by an Executive in defending any such action, suit, or proceeding, subject to the conditions set forth in the agreement. The indemnification provided under the Change of Control Agreements is not exclusive and is in addition to any other rights to which any Executive seeking indemnification under such agreements may be entitled.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

An opinion of counsel as to the valid issuance of the securities being registered under this registration statement is not required because the securities will not be original issuance securities. If at any time the Board determines otherwise, an appropriate opinion of counsel will be filed.


Exhibit No.		Description

4.1		Second Amended and Restated Articles of Incorporation of Registrant, effective August 1, 2016 (incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on August 1, 2016, File No. 001-11302)

4.2		Second Amended and Restated Regulations of Registrant, effective March 23, 2016 (incorporated herein by reference to Exhibit 3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, File No. 001-11302)

4.3		KeyCorp 2019 Equity Compensation Plan (incorporated herein by reference to Appendix A to Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 5, 2019, File No. 001-11302)

10.1		Form of Stock Option Award Agreement under KeyCorp 2019 Equity Compensation Plan

10.2		Form of Performance Shares Award Agreement under KeyCorp 2019 Equity Compensation Plan

10.3		Form of Restricted Stock Unit Award Agreement under KeyCorp 2019 Equity Compensation Plan

10.4		Form of New Hire/Retention Award Agreement under KeyCorp 2019 Equity Compensation Plan

15		Acknowledgment of Independent Registered Public Accounting Firm

23		Consent of Independent Registered Public Accounting Firm

24		Power of Attorney

Item 9. Undertakings.

(a) Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of

securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, state of Ohio, on this 23rd day of May, 2019.


KEYCORP

By:		/s/ Craig T. Beazer
		Name: Craig T. Beazer
		Title: Assistant Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on May 23, 2019.


/s/ Beth E. Mooney* Beth E. Mooney		Chairman, Chief Executive Officer, and Director (Principal Executive Officer)

/s/ Donald R. Kimble* Donald R. Kimble		Chief Financial Officer (Principal Financial Officer)

/s/ Douglas M. Schosser* Douglas M. Schosser		Chief Accounting Officer (Principal Accounting Officer)

/s/ Bruce D. Broussard* Bruce D. Broussard		Director

/s/ Charles P. Cooley* Charles P. Cooley		Director

/s/ Gary M. Crosby* Gary M. Crosby		Director

/s/ Alexander M. Cutler* Alexander M. Cutler		Director

/s/ H. James Dallas* H. James Dallas		Director

/s/ Elizabeth R. Gile* Elizabeth R. Gile		Director

/s/ Ruth Ann M. Gillis* Ruth Ann M. Gillis		Director

/s/ William G. Gisel, Jr.* William G. Gisel, Jr.		Director

/s/ Carlton L. Highsmith* Carlton L. Highsmith		Director

/s/ Richard J. Hipple* Richard J. Hipple		Director

/s/ Kristen L. Manos* Kristen L. Manos		Director

/s/ Barbara R. Snyder* Barbara R. Snyder		Director

/s/ David K. Wilson* David K. Wilson		Director

*	This Registration Statement has been signed on behalf of the above officers and directors by Craig T. Beazer, as attorney-in-fact, pursuant to a Power of Attorney filed as Exhibit 24 to this Registration Statement.



By:		/s/ Craig T. Beazer
		Name: Craig T. Beazer
		Attorney-In-Fact

May 23, 2019

Exhibit 10.1

STOCK OPTION AWARD AGREEMENT

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the “ Plan ”), this Stock Option Award Agreement (the “ Award Agreement ”) and the attached Acceptance Agreement, an option to purchase the number of Common Shares set forth below (rounded down to the nearest whole Common Share) (“ Options ” or “ Award ”) at the exercise price per share set forth below (the “ Exercise Price ”). Each Option shall be a Nonqualified Option and shall not be treated as an Incentive Stock Option.


Name of Participant:		[Participant Name]

Number of Common Shares:		[Shares Granted]

Date of Grant:		[Grant Date]

Exercise Price:		[Exercise Price Per Common Share]

Vesting:		The Options shall vest and become exercisable in accordance with the “vesting schedule” reflected in the records of the Plan administrator and viewable on the Participant’s homescreen (the date that the Options become vested and exercisable being the “ Vesting Date ” if only one such date, or if more than one such date, each a “ Vesting Date ”), provided that the Participant shall have remained in the continuous employ of KeyCorp and its affiliates (“ Key ”) through the applicable Vesting Date, except as otherwise provided herein.

Expiration Date:		[Tenth Anniversary of Date of Grant]

The Participant must accept the Award online within one year from date of grant and in accordance with the procedures established by KeyCorp and the Award administrator or this Award Agreement may be cancelled by KeyCorp, in its sole discretion. By accepting the Award in accordance with these procedures, the Participant acknowledges that:

•

This Award is subject to the KeyCorp Incentive Compensation Program and Policy, as amended from time to time. The Participant understands and agrees that the Award is subject to risk adjustment in accordance with the procedures set forth in the Incentive Compensation Program and Policy. These procedures permit Key, in its sole discretion, to decrease, forfeit, or initiate a clawback, of all or any part of the Award under certain circumstances, including in the event that the Participant receives a “Does Not Meet” risk rating as part of his or her annual performance review, and/or in the event that the Participant’s business unit experiences negative pre-provision net revenue (before allocated costs) or significant credit, market or operational losses. If a significant risk event occurs, whether at the individual or business level, a root cause analysis may be conducted, which may result in a risk adjustment of the Award.

•

The Participant understands that as a condition to receiving the Award, the Participant must agree to be bound by and comply with the terms and conditions of the Plan, the Award Agreement and related Acceptance Agreement. As soon as the Participant accepts the Award, the terms and conditions of the Award Agreement and Acceptance Agreement will constitute a legal contract that will bind both the Participant and KeyCorp.

Additional Terms

1. Effect of Termination .

(a) In General . To the extent unvested, the Options shall be forfeited automatically without further action or notice if the Participant ceases to be continuously employed by Key prior to any Vesting Date, except as otherwise provided in this Section 1. To the extent vested, the Options shall be exercisable until the earlier of (x) the Expiration Date set forth above, (y) such other date that the Options expire in accordance with Section 1(b) or 1(c) of this Award Agreement, or (z) the date that is 6 months after the Participant’s termination of employment with Key for any reason other than Termination for Cause or a termination described in Section 1(b) or 1(c). Notwithstanding any other provision of this Award Agreement to the contrary, the Options, whether vested or unvested, shall be forfeited automatically without further action or notice upon the Participant’s Termination for Cause. For purposes of this Section 1, the continuous employment of the Participant shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of Key, by reason of the transfer of employment among KeyCorp and its affiliates.

(b) Certain Terminations . Notwithstanding Section 1(a), if, prior to the Vesting Date:

(i) the Participant’s continuous employment is terminated as a result of the Participant’s death, the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date).

(ii) the Participant’s continuous employment is terminated as a result of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date).

(iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.)

(iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date).

(v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Participant’s termination of employment with Key to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Options instead.

The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of Common Shares subject to the unvested Options as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be number of full months between the Date of Grant and latest Vesting Date.

(c) Certain Terminations Within Two Years After a Change of Control . If the Participant’s continuous employment is terminated within two years following the date of a Change of Control for any reason other than a Voluntary Resignation (excluding a Voluntary Resignation described in Section 1(b)(iv), above) or a Termination for Cause, the Options shall vest in full and the Participant shall have up to the later of 2 years or such other period provided pursuant to this Section 1(b) to exercise the vested Options (but in no event later than the Expiration Date).

2. Harmful Activity . Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Options shall be immediately forfeited without further action or notice, and any Common Shares delivered upon exercise of the Options within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the exercise of the Options, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 2 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (1) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (2) a reduction in Participant’s base salary after a Change of Control, or (3) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 2 shall survive the termination of Participant’s employment.

3. KeyCorp’s Reservation of Rights . As a condition of receiving this Award, the Participant acknowledges and agrees that Key intends to comply with the requirements of (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act (including clawback provisions), as the same may be amended from time to time; (b) the banking regulatory agencies’ Guidance on Sound Incentive Compensation Policies ; and (c) KeyCorp’s risk requirements and policies. As a condition of receiving this Award, the Participant understands and agrees that KeyCorp may, in its sole discretion, (x) decrease or cause the forfeiture of all or any part of this Award, (y) initiate a clawback of all or any part of this Award, and/or (z) demand the Participant’s repayment to KeyCorp of any Profits realized from the exercise of the Option, if KeyCorp determines that such action is necessary or desirable.

4. Relation to Other Benefits . Any economic or other benefit to the Participant under this Award Agreement shall not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by Key and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of Key.

5. KeyCorp Stock Ownership Guidelines . If the Participant is subject to and has not met the KeyCorp Stock Ownership Guidelines, the Participant may not sell or otherwise transfer the Common Shares provided upon exercise of the Options (if any) until and unless the Participant meets the Stock Ownership Guidelines or terminates employment with Key; provided, however, that notwithstanding the foregoing, the Participant may sell the number of Common Shares necessary to satisfy any withholding tax obligation that may arise in connection with the exercise of the Options even if the Participant has not met the Stock Ownership Guidelines.

6. Taxes and Withholding . To the extent that Key is required to withhold any federal, state, local or other taxes in connection with the delivery of Common Shares under this Award Agreement, then Key shall retain a number of Common Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Common Shares on the date of delivery). To the extent that Key is required to withhold any federal, state, local or other taxes at any time other than upon delivery of Common Shares under this Award Agreement, then Key shall have the right in its sole discretion to (a) require the Participant to pay or provide for payment of the required tax withholding, (b) retain a number of Common Shares that otherwise would remain subject to this Award with a value equal to the required withholding amount (determined based on the Fair Market Value of the Common Shares on the date the applicable taxes are required to be withheld) and make a corresponding reduction in the number of Performance Shares subject to this Award, or (c) deduct the required tax withholding from any other compensation payable in cash to the Participant. To the extent that withholding taxes are satisfied by the retention of Common Shares, the value of the Common Shares so retained shall not exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable taxing jurisdictions. Further, to the extent that this Award constitutes a deferral of compensation subject to Section 409A of the Code, any retention of Common Shares pursuant to clause (b) of the immediately preceding sentence to satisfy tax withholding requirements at any time other than at the time of delivery of Common Shares shall be effected only as permitted pursuant to Treasury Regulations Sections 1.409A-3(j)(4)(vi) and 1.409A-3(j)(4)(xi), as applicable.

7. Non-Transferability . Except as otherwise provided in this Award Agreement or the Plan, the Award may not be transferred, assigned, pledged or hypothecated in any manner, or be subject to execution, attachment or similar process, by operation of law or otherwise, other than by will or the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 7 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Award.

8. No Employment Contract . Nothing contained in this Award Agreement shall confer upon the Participant any right with respect to continuance of employment by Key, nor limit or affect in any manner the right of Key to terminate the employment or adjust the compensation of the Participant.

9. Entire Agreement; Amendments . This Award Agreement, along with the Plan and the related Acceptance Agreement, contains the entire agreement and understanding of the parties with respect to the subject matter contained therein, and supersedes all prior written or oral communications, representations and negotiations in respect thereto. KeyCorp may modify or amend this Award Agreement at any time upon written notice to the Participant, provided that KeyCorp may not amend this Award Agreement in a manner adverse to the interests of the Participant without the Participant’s consent. Except where the Plan provides that the Award Agreement and/or related Acceptance Agreement may provide for different or additional terms or conditions to those provided in the Plan (in which case those terms or conditions contained in the Award Agreement and/or Acceptance Agreement will govern), in the event of any inconsistency between the provisions of this Award Agreement or the related Acceptance Agreement, on the one hand, and the Plan, on the other, the Plan shall govern.

10. Administration . KeyCorp shall have the right, in accordance with the Plan, to determine any questions which arise in connection with the Award. All such determinations and decisions shall be final, conclusive and binding on all persons, including Key, the Participant and the Participant’s estate and beneficiaries.

11. Successors and Assigns . Without limiting Section 7, the provisions of this Award Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of KeyCorp.

12. Compliance with Section 409A of the Internal Revenue Code . It is intended that this Award be exempt from the provisions of Section 409A of the Code (“ Section 409A ”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A.

13. Definitions . Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, as in effect on the Date of Grant. Notwithstanding the foregoing, the following capitalized terms, for purposes of this Award Agreement, are defined below:

(a) “ Retirement ” shall mean the Participant’s Voluntary Resignation on or after attaining age 60 and completion of at least 10 years of service.

(b) “ Termination Under Limited Circumstances ” shall mean Participant’s termination of employment with Key wherein all of the following events occur: (1) the Participant’s employment with Key terminates under circumstances in which the Participant becomes entitled to receive either: (i) a severance under the KeyCorp Separation Pay Plan as in effect at the time of the Participant’s Employment Termination Date, or (ii) 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; (2) Participant executes and delivers to Key, within 50 calendar days after the termination of Participant’s employment, a release of claims in a form provided by Key; and (3) such release of claims becomes effective and irrevocable in accordance with its terms.

ACCEPTANCE AGREEMENT

I acknowledge receipt of the attached Award and in consideration thereof, I accept such Award subject to the terms and conditions of the KeyCorp 2019 Equity Compensation Plan (the “Plan”), the related Award Agreement, and the restrictions that are set forth in this Acceptance Agreement.

I also understand and agree that the restrictions set forth in this Acceptance Agreement are (i) in addition to, and do not in any way limit or vary the restrictions that are contained in any other agreement, plan, policy, or practice that are applicable to me as an employee of Key, and (ii) binding upon me regardless of whether I vest, sell, transfer, pledge, hypothecate, or otherwise dispose of the Award or any of the Common Shares to be paid to me upon exercise of the Award.

1. I recognize the importance of preserving the confidentiality of Non-Public Information of Key, and 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) both during and after my employment with Key, I will not use, publish, sell, trade or otherwise disclose such Non-Public Information; and (c) upon the termination of my employment with Key, I will immediately return to Key all documents, data, information and equipment in my possession or to which I have access that may contain such Non-Public Information. I also agree to enter into and to execute nondisclosure agreements in favor of Key and others doing business with Key with whom Key has a confidential relationship.

I acknowledge that Key has informed me that I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Non-Public Information that: (1) is made (a) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney, and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Disclosure of Non-Public Information to attorneys, made under seal, or pursuant to court order is also protected in certain circumstances under the federal Defend Trade Secrets Act. This provision does not limit my right to respond accurately and fully to any question, inquiry or request for information when required by legal process or from initiating communications directly with, or responding to any inquiry from, or providing testimony before, any self-regulatory organization or state or federal regulatory authority, regarding Key, my employment, or this provision. Furthermore, I am not required to contact Key regarding the subject matter of any such communications before engaging in such communications. I understand that my rights as set forth in this paragraph apply to this agreement, as well as any similar agreement that I have entered into, or may enter into, with Key regarding non-disclosure of information.

2. I acknowledge and agree that the duties of my position at Key may include the development of Intellectual Property, and that any Intellectual Property which I create with any of Key’s resources or assistance, in whole or in part, and which pertains to the business of Key is the property of Key. I hereby agree and I hereby assign to Key all right, title, and interest in and absolute title to such Intellectual Property, including, without limitation, copyrights, trademarks, service marks, and patents in or to (or associated with) such Intellectual Property and I agree that I will execute all patent applications and assignments thereof on Key’s behalf 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 Key may grant or withhold in its discretion). “ Key Employees ” shall include (i) all current Key employees, and (ii) all persons who were employed by Key at any time during the six (6) month period prior to my termination from Key.

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 any Key customer or prospective customer of Key with whom I interacted or learned of during the course of my employment at Key, as such restrictions may be limited by FINRA Rule 2140, without the written consent of Key (which consent Key may grant or withhold in its discretion).

(b) In the event that my employment with Key is terminated as a result of a Termination Under Limited Circumstances, the restrictions in paragraph 4(a) of this Acceptance Agreement shall become inapplicable to me; however, the restrictions in paragraphs 1, 2, and 3 of this Acceptance Agreement shall remain in full force and effect.

5. The aforementioned restrictions in paragraphs 1, 2, 3 and 4(a) shall not apply in the event that, within the 2-year period commencing on a Change of Control: (i) my employment with Key is terminated as a result of a Termination Under Limited Circumstances, or (ii) I terminate employment with Key after a relocation of my principal place of employment more than 35 miles from my principal place of employment immediately prior to the Change of Control, or after a reduction in my base salary after a Change of Control.

6. I agree that the Plan, the Award Agreement and this Acceptance Agreement will be governed by Ohio law without regard to the conflicts of laws principles, and that if any term, condition, clause or provision of the Plan, the Award Agreement or this Acceptance Agreement is determined by a Court of competent jurisdiction to be void or invalid at law, then only that term, condition, clause or provision determined to be void or invalid shall be stricken, and the remainder of the Plan, the Award Agreement and this Acceptance Agreement shall remain in full force and effect in all other aspects.

I also understand and agree that if I engage in any activity that is in violation of the Plan, the Award Agreement or this Acceptance Agreement, such conduct may cause serious damage and irreparable injury to Key, and Key at its election may terminate my employment (if I am still employed), seek monetary damages and attorney fees, and injunctive relief without the necessity of posting bond, as well as any and all other equitable relief to which it may be entitled under the law, the Plan, the Award Agreement and this Acceptance Agreement.

* * * * *

Exhibit 10.2

CASH PERFORMANCE SHARES AWARD AGREEMENT

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the “ Plan ”), this Cash Performance Shares Award Agreement (the “ Award Agreement ”) and the attached Acceptance Agreement, an award of the target number of performance shares (“Performance Shares” or “ Award ”), on the Date of Grant, each as set forth below.

Each Performance Share represents the contingent right to receive a payment in cash equal to the Fair Market Value of one Common Share, subject to the terms and conditions set forth in the Plan, this Award Agreement and the Acceptance Agreement. The Participant’s right to receive payment of all, a portion, or a multiple of the Performance Shares shall be contingent upon the level of achievement of the Performance Goals and the Participant’s continued employment, each as provided herein, in all cases subject to the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement.


Name of Participant:		[•]

Target Number of Performance Shares:		[•]

Date of Grant:		February 17, 2020

Vesting Date:		February 17, 2023, subject to approval of the Compensation and Organization Committee of the Board of Directors, and subject to your continued employment on this date and the achievement of the Performance Goals set forth below (except as otherwise provided in this Award Agreement)

Performance Period:		January 1, 2020 through December 31, 2022

Performance Goals:		The Participant may vest in between 0% and 150% of the target number of Performance Shares subject to this Award based on the weighted level of achievement of the following “Performance Goals” during the Performance Period:

Performance Goals

Other Factors

(Vesting Reduction Only)

Performance Metric

Weight

Threshold

Target

Maximum

50%
Weighted
Vesting

100%
Weighted
Vesting

150%
Weighted
Vesting

Total Shareholder Return vs. Peers

25% ile

50% ile

75% ile

ERM Dashboard

Return on Tangible Common Equity v. Peers

25% ile

50% ile

75% ile

Execution of Strategic Priorities

Cumulative Earnings Per Share

75% of
EPS at
Plan*

100% of
EPS at
Plan*

125% of
EPS at
Plan*

Other factors, as appropriate

Straight line interpolation applies for performance between Threshold and Maximum levels.

The Committee shall determine the level of achievement of the Performance Goals within two and one-half months after the end of the Performance Period in accordance with the provisions of this Award Agreement, the Plan and the Acceptance Agreement. Notwithstanding any other provision of the Award Agreement, the Committee may reduce the number of Performance Shares otherwise vesting based on the Other Factors set forth above, as determined by the Committee in its sole discretion.

For purposes of this Award Agreement:


*EPS at Plan:		The Cumulative Earnings Per Share as set forth in the KeyCorp 2020-2022 Long Term Incentive Compensation Plan, which excludes any impact to Cumulative Earnings Per Share based on changes to interest rates. EPS at Plan may be adjusted by KeyCorp, in its discretion, to correspond to changes in interest rates.

Total Shareholder Return vs. Peers:		KeyCorp’s percentile ranking among the companies in the Peer Group (as defined below) for total shareholder return for the Performance Period, calculated based on the average closing share price over the last 20 trading days in 2019 compared to the average closing share price over the last 20 days in 2022 plus investment of dividends paid during the Performance Period.

Return on Tangible Common Equity vs. Peers:		KeyCorp’s percentile ranking among the companies in the Peer Group (as defined below) for average annual return on tangible common equity during the three fiscal years of (or ending during) the Performance Period, with return on tangible common equity calculated as net income from continuing operations attributable to common shareholders divided by average tangible common equity from continuing operations.

Cumulative Earnings Per Share:		The sum of KeyCorp’s annual earnings per share for the three fiscal years in the Performance Period, as reported in the Form 10-Ks filed by KeyCorp for such fiscal years.

Peer Group:		The companies in the S&P Banks Index on the Date of Grant, excluding Wells Fargo & Company and Hudson City Bancorp, with such adjustments to the composition of the Peer Group as may be determined by the Committee, in its sole discretion. The Committee reviews the companies in the Peer Group annually.

•

Additional Terms

1. Effect of Termination .

(a) In General . The Award shall be forfeited automatically without further action or notice if the Participant ceases to be continuously employed by Key prior to the Vesting Date, except as otherwise provided in this Section 1. For purposes of this Section 1, the continuous employment of the Participant shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of Key, by reason of the transfer of employment among KeyCorp and its affiliates.

(b) Certain Terminations . Notwithstanding Section 1(a), if, prior to the Vesting Date:

(i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or

(ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or

(iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or

(iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided , however , that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Units instead.

Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares vested under the provisions of Section 1(b)(ii), (iii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s).

The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

(c) Certain Terminations Within Two Years After a Change of Control . Notwithstanding the foregoing provisions of Section 1, if, prior to the Vesting Date, the Participant’s continuous employment with Key is terminated within two years following the date of a Change of Control for any reason other than a Voluntary Resignation (excluding a Voluntary Resignation that constitutes a Retirement, as defined above) or a Termination for Cause, the target number of Performance Shares (or if such Change of Control and termination of employment occurs after the end of the Performance Period, the number of Performance Shares earned under this Award Agreement based upon achievement of the Performance Goals) shall become immediately vested (without pro ration). Subject to Section 11 hereof, Performance Shares vested under the provisions of this Section 1(c) shall be paid in cash within 45 days after the termination of the Participant’s employment.

2. Payment of Vested Performance Shares . Except as otherwise provided in Sections 1(b) or 1(c), any Performance Shares earned pursuant to this Award Agreement shall become vested only if the Participant remains continuously employed by Key from the Date of Grant through the Vesting Date. Payment of any earned and vested Performance Shares, rounded down to the nearest Common Share, shall be made in the form of cash. Each Performance Share shall have a value equal to the average of the Fair Market Value of one Common Share over the 30 trading days immediately prior to the date of payment of the Performance Share. Except as otherwise provided in Sections 1(b) or 1(c), and further subject to Section 11 hereof, payment of vested Performance Shares shall occur within 45 days after the Vesting Date.

3. Dividend Equivalents . Dividend equivalents shall be credited on the target number of Performance Shares which shall be deemed reinvested and be subject to the same terms and restrictions otherwise applicable to the Performance Shares (including but not limited to vesting requirements) under this Award Agreement, the Plan and the Acceptance Agreement.

4. Harmful Activity . Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Performance Shares shall be immediately forfeited without further action or notice, and the Participant shall pay to KeyCorp, upon KeyCorp’s demand, the amount of any cash payment received by the Participant pursuant to this Award Agreement within one year prior to the Participant’s termination of employment. This Section 4 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (1) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (2) a reduction in Participant’s base salary after a Change of Control, or (3) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 4 shall survive the termination of Participant’s employment.

5. KeyCorp’s Reservation of Rights . As a condition of receiving this Award, the Participant acknowledges and agrees that Key intends to comply with the requirements of (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act (including clawback provisions), as the same may be amended from time to time; (b) the banking regulatory agencies’ Guidance on Sound Incentive Compensation Policies ; and (c) KeyCorp’s risk requirements and policies. As a condition of receiving this Award, the Participant understands and agrees that KeyCorp may, in its sole discretion, (x) decrease or cause the forfeiture of all or any part of this Award, (y) initiate a clawback of all or any part of this Award, and/or (z) demand the Participant’s repayment to KeyCorp of any cash paid to the Participant under this Award if KeyCorp determines that such action is necessary or desirable.

6. Relation to Other Benefits . Any economic or other benefit to the Participant under this Award Agreement shall not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by Key and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of Key.

7. Taxes and Withholding . To the extent that Key is required to withhold any federal, state, local or other taxes in connection with the delivery of Common Shares under this Award Agreement, then Key shall retain a number of Common Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Common Shares on the date of delivery). To the extent that Key is required to withhold any federal, state, local or other taxes at any time other than upon delivery of Common Shares under this Award Agreement, then Key shall have the right in its sole discretion to (a) require the Participant to pay or provide for payment of the required tax withholding, (b) retain a number of Common Shares that otherwise would remain subject to this Award with a value equal to the required withholding amount (determined based on the Fair Market Value of the Common Shares on the date the applicable taxes are required to be withheld) and make a corresponding reduction in the number of Performance Shares subject to this Award, or (c) deduct the required tax withholding from any other compensation payable in cash to the Participant. To the extent that withholding taxes are satisfied by the retention of Common Shares, the value of the Common Shares so retained shall not exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable taxing jurisdictions. Further, to the extent that this Award constitutes a deferral of compensation subject to Section 409A of the Code, any retention of Common Shares pursuant to clause (b) of the immediately preceding sentence to satisfy tax withholding requirements at any time other than at the time of delivery of Common Shares shall be effected only as permitted pursuant to Treasury Regulations Sections 1.409A-3(j)(4)(vi) and 1.409A-3(j)(4)(xi), as applicable.

8. Non-Transferability . Except as otherwise provided in this Award Agreement or the Plan, the Award may not be transferred, assigned, pledged or hypothecated in any manner, or be subject to execution, attachment or similar process, by operation of law or otherwise, other than by will or the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 8 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Award.

9. No Employment Contract . Nothing contained in this Award Agreement shall confer upon the Participant any right with respect to continuance of employment by Key, nor limit or affect in any manner the right of Key to terminate the employment or adjust the compensation of the Participant.

10. Source of Payments . Any cash payments to the Participant under this Award Agreement shall be paid from KeyCorp’s general assets.

11. Entire Agreement; Amendments . This Award Agreement, along with the Plan and the related Acceptance Agreement, contains the entire agreement and understanding of the parties with respect to the subject matter contained therein, and supersedes all prior written or oral communications, representations and negotiations in respect thereto. KeyCorp may modify or amend this Award Agreement at any time upon written notice to the Participant, provided that KeyCorp may not amend this Award Agreement in a manner adverse to the interests of the Participant without the Participant’s consent. Notwithstanding any other provision of this Award Agreement, 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 Goals to be unsuitable, the Committee may modify the Performance Goals and/or the related threshold, target and maximum levels of achievement, in whole or in part, as the Committee deems appropriate. Except where the Plan provides that the Award Agreement and/or related Acceptance Agreement may provide for different or additional terms or conditions to those provided in the Plan (in which case those terms or conditions contained in the Award Agreement and/or Acceptance Agreement will govern), in the event of any inconsistency between the provisions of this Award Agreement or the related Acceptance Agreement, on the one hand, and the Plan, on the other, the Plan shall govern.

12. Administration . KeyCorp shall have the right, in accordance with the Plan, to determine any questions which arise in connection with the Award. All such determinations and decisions shall be final, conclusive and binding on all persons, including Key, the Participant and the Participant’s estate and beneficiaries.

13. Successors and Assigns . Without limiting Section 8, the provisions of this Award Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of KeyCorp.

14. Compliance with Section 409A of the Internal Revenue Code . To the extent applicable, it is intended that this Award comply with the provisions of Section 409A of the Code (“ Section 409A ”). The Award shall accordingly be administered in a manner consistent with this intent, and any provision that would cause the Award to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. In particular, if Participant is a “specified employee,” as determined by Key in accordance with Section 409A, then to the extent required in order to comply with Section 409A, all payments, benefits or reimbursements paid or provided under this Award that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of Participant’s separation from service and that would otherwise be paid or provided during the first six months following Participant’s separation from service shall be accumulated through (without interest) and paid or provided no earlier than six (6) months following Participant’s separation from service (or, if Participant should die during such six-month period, as soon as administratively possible). Further, but solely to the extent necessary to comply with Section 409A, a transaction shall be considered a Change of Control only if it also qualifies as a “change in the ownership” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of KeyCorp within the meaning of Section 409A, and the Participant’s “Disability” will be treated as such only if the Participant would also be considered “disabled” within the meaning of Section 409A.

15. Definitions . Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, as in effect on the Date of Grant. Notwithstanding the foregoing, the following capitalized terms shall have the following definitions for purposes of this Award Agreement:

(a) “ Retirement ” shall mean the Participant’s Voluntary Resignation on or after attaining age 60 and completion of at least 10 years of service.

ACCEPTANCE AGREEMENT

6. I agree that the Plan, the Award Agreement and this Acceptance Agreement will be governed by Ohio law without regard to conflicts of laws principles, and that if any term, condition, clause or provision of the Plan, the Award Agreement or this Acceptance Agreement is determined by a Court of competent jurisdiction to be void or invalid at law, then only that term, condition, clause or provision determined to be void or invalid shall be stricken, and the remainder of the Plan, the Award Agreement and this Acceptance Agreement shall remain in full force and effect in all other aspects.

* * * * *

Exhibit 10.3

RESTRICTED STOCK UNIT AWARD AGREEMENT

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the “ Plan ”), this Restricted Stock Unit Award Agreement (the “ Award Agreement ”) and the attached Acceptance Agreement, an award of the number of Restricted Stock Units (“ Units ” or “ Award ”), on the Date of Grant, each as set forth below.

Each Unit represents the contingent right to receive one Common Share (rounded down to the nearest whole Common Share), subject to the terms and conditions set forth in the Plan, this Award Agreement and the Acceptance Agreement.


Name of Participant:		[Participant Name]

Number of Units:		[Shares Granted]

Date of Grant:		[Grant Date]

Vesting:		The Units shall vest in accordance with the “distribution schedule” reflected in the records of the Plan administrator and viewable on the Participant’s homescreen (the “ Vesting Date ” if only one such date, or if more than one such date, each a “ Vesting Date ”), provided that the Participant shall have remained in the continuous employ of KeyCorp and its affiliates (“ Key ”) through the applicable Vesting Date, except as otherwise provided herein.

Payment:		The Common Shares underlying any portion of the Award that becomes vested (including dividend equivalents as provided pursuant to Section 2 of this Award Agreement) shall be delivered within 45 days after the applicable Vesting Date, except as otherwise provided in this Award Agreement.

•

Additional Terms

1. Effect of Termination .

(a) In General . Any unvested Units shall be forfeited automatically without further action or notice if the Participant ceases to be continuously employed by Key prior to any Vesting Date, except as otherwise provided in this Section 1. For purposes of this Section 1, the continuous employment of the Participant shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of Key, by reason of the transfer of employment among KeyCorp and its affiliates.

(b) Certain Terminations . Notwithstanding Section 1(a), if, prior to the Vesting Date:

(i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in any unvested Units or

(ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Units that were granted one year or more prior to the Participant’s effective termination date, vest in any unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Units that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Units. Key may, in its sole discretion, provide that any unvested Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., vest in any unvested Units on the scheduled Vesting Date); or

(iii) the Participant’s continuous employment is terminated as a result of a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant shall immediately vest in a pro rata portion of such Units; or

(iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Units on the scheduled Vesting Date(s); provided , however , that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Units instead.

Subject to Section 14 hereof, Units vested under the provisions of Section 1(b)(i) or (iii) shall be distributed within 45 days of the termination, and Units vested under the provisions of Section 1(b)(ii) or (iv) shall be distributed within 45 days of the scheduled Vesting Date(s).

The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Units as of the date of the Participant’s termination of employment by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be number of full months between the Date of Grant and latest Vesting Date.

(c) Certain Terminations Within Two Years After a Change of Control . Subject to Section 14 hereof, if the Participant’s continuous employment is terminated within two years following the date of a Change of Control for any reason other than a Voluntary Resignation (excluding a Voluntary Resignation described in Section 1(b)(iii), above) or a Termination for Cause, any unvested Units shall vest in full and be distributed within 45 days following the Participant’s termination.

2. Dividend Equivalents . Each Unit is granted with a related dividend equivalent which is subject to the same terms and conditions as the Units. Each dividend equivalent represents the right to be credited with any dividends paid on a Common Share between the Date of Grant and the Vesting Date of the related Unit. Dividend equivalents are deemed reinvested in Common Shares (based upon the Fair Market Value per Common Share on the date the related dividend is paid to KeyCorp shareholders), which will be delivered at the same time as the Common Shares are delivered upon vesting in the related Unit.

3. Harmful Activity . Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Units shall be immediately forfeited without further action or notice, and any Common Shares delivered in payment of the Award within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the sale of such Common Shares, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 3 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (1) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (2) a reduction in Participant’s base salary after a Change of Control, or (3) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 3 shall survive the termination of Participant’s employment.

4. KeyCorp’s Reservation of Rights . As a condition of receiving this Award, the Participant acknowledges and agrees that Key intends to comply with the requirements of (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act (including clawback provisions), as the same may be amended from time to time; (b) the banking regulatory agencies’ Guidance on Sound Incentive Compensation Policies ; and (c) KeyCorp’s risk requirements and policies. As a condition of receiving this Award, the Participant understands and agrees that KeyCorp may, in its sole discretion, (x) decrease or cause the forfeiture of all or any part of this Award, (y) initiate a clawback of all or any part of this Award, and/or (z) demand the Participant’s repayment to KeyCorp of any Common Shares paid to the Participant under this Award, or the Profits realized from the sale of such Common Shares, if KeyCorp determines that such action is necessary or desirable.

5. Relation to Other Benefits . Any economic or other benefit to the Participant under this Award Agreement shall not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by Key and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of Key.

6. KeyCorp Stock Ownership Guidelines . If the Participant is subject to and has not met the KeyCorp Stock Ownership Guidelines, the Participant may not sell or otherwise transfer the Common Shares provided upon vesting of the Award (if any) until and unless the Participant meets the Stock Ownership Guidelines or terminates employment with Key; provided, however, that notwithstanding the foregoing, the Participant may sell the number of Common Shares necessary to satisfy any withholding tax obligation that may arise in connection with the vesting of this Award even if the Participant has not met the Stock Ownership Guidelines.

7. Taxes and Withholding . To the extent that Key is required to withhold any federal, state, local or other taxes in connection with the delivery of Common Shares under this Award Agreement, then Key shall retain a number of Common Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Common Shares on the date of delivery). To the extent that Key is required to withhold any federal, state, local or other taxes at any time other than upon delivery of Common Shares under this Award Agreement, then Key shall have the right in its sole discretion to (a) require the Participant to pay or provide for payment of the required tax withholding, (b) retain a number of Common Shares that otherwise would remain subject to this Award with a value equal to the required withholding amount (determined based on the Fair Market Value of the Common Shares on the date the applicable taxes are required to be withheld) and make a corresponding reduction in the number of Units subject to this Award, or (c) deduct the required tax withholding from any other compensation payable in cash to the Participant. To the extent that withholding taxes are satisfied by the retention of Common Shares, the value of the Common Shares so retained shall not exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable taxing jurisdictions. Further, to the extent that this Award constitutes a deferral of compensation subject to Section 409A of the Code, any retention of Common Shares pursuant to clause (b) of the immediately preceding sentence to satisfy tax withholding requirements at any time other than at the time of delivery of Common Shares shall be effected only as permitted pursuant to Treasury Regulations Sections 1.409A-3(j)(4)(vi) and 1.409A-3(j)(4)(xi), as applicable.

10. Source of Payments . Any cash payments to the Participant under this Award Agreement shall be paid from KeyCorp’s general assets.

KeyCorp may not amend this Award Agreement in a manner adverse to the interests of the Participant without the Participant’s consent. Except where the Plan provides that the Award Agreement and/or related Acceptance Agreement may provide for different or additional terms or conditions to those provided in the Plan (in which case those terms or conditions contained in the Award Agreement and/or Acceptance Agreement will govern), in the event of any inconsistency between the provisions of this Award Agreement or the related Acceptance Agreement, on the one hand, and the Plan, on the other, the Plan shall govern.

(a) “ Retirement ” shall mean the Participant’s Voluntary Resignation on or after attaining age 60 and completion of at least 10 years of service.

ACCEPTANCE AGREEMENT

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Exhibit 10.4

RESTRICTED STOCK UNIT AWARD AGREEMENT


Name of Participant:		[Participant Name]

Number of Units:		[Shares Granted]

Date of Grant:		[Grant Date]

Vesting:		The Units shall vest in accordance with the “distribution schedule” reflected in the records of the Plan administrator and viewable on the Participant’s homescreen (the “ Vesting Date ” if only one such date, or if more than one such date, each a “ Vesting Date ”), provided that the Participant shall have remained in the continuous employ of KeyCorp and its affiliates (“ Key ”) through the applicable Vesting Date, except as otherwise provided herein. Notwithstanding the immediately preceding sentence, the unvested portion of the Award shall vest immediately (i) in the event of the Participant’s death, Disability, or Termination Under Limited Circumstances, or (ii) if, within two years following the date of a Change of Control, the Participant’s employment with Key terminates for any reason other than a Voluntary Resignation or a Termination for Cause.

Payment:		The Common Shares underlying any portion of the Award that becomes vested (including dividend equivalents as provided pursuant to Section 2 of this Award Agreement) shall be delivered within 45 days after the applicable Vesting Date, except as otherwise provided in this this Award Agreement.

•

Compensation Program and Policy. These procedures permit Key, in its sole discretion, to decrease, forfeit, or initiate a clawback, of all or any part of the Award under certain circumstances, including in the event that the Participant receives a “Does Not Meet” risk rating as part of his or her annual performance review, and/or in the event that the Participant’s business unit experiences negative pre-provision net revenue (before allocated costs) or significant credit, market or operational losses. If a significant risk event occurs, whether at the individual or business level, a root cause analysis may be conducted, which may result in a risk adjustment of the Award.

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Additional Terms

1. Effect of Termination . The unvested portion of the Award shall be forfeited automatically without further action or notice if the Participant ceases to be continuously employed by Key for any reason other than as provided under the “Vesting” section above (related to death, Disability, Termination Under Limited Circumstances or certain terminations in connection with a Change of Control). For purposes of this Section 1, the continuous employment of the Participant shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of Key, by reason of the transfer of employment among KeyCorp and its affiliates.

7. Taxes and Withholding . To the extent that Key is required to withhold any federal, state, local or other taxes in connection with the delivery of Common Shares under this Award Agreement, then Key shall retain a number of Common Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Common Shares on the date of delivery). To the extent that Key is required to withhold any federal, state, local or other taxes at any time other than upon delivery of Common Shares under this Award Agreement, then Key shall have the right in its sole discretion to (a) require the Participant to pay or provide for payment of the required tax withholding, (b) retain a number of Common Shares that otherwise would remain subject to this Award with a value equal to the required withholding amount (determined based on the Fair Market Value of the Common Shares on the date the applicable taxes are required to be withheld) and make a corresponding reduction in the number of Units subject to this Award, or (c) deduct the required tax withholding from any other compensation payable in cash to the Participant. To the extent that withholding taxes are satisfied by the retention of Common Shares, the value of the Common Shares so retained shall not exceed the amount of taxes required to be withheld based on the maximum statutory tax rates in the applicable taxing jurisdictions. Further, to the extent that this Award constitutes a deferral of compensation subject to Section 409A of the Code, any retention of Common Shares pursuant to clause (b) of the immediately preceding sentence to satisfy tax withholding requirements at any time other than at the time of delivery of Common Shares shall be effected only as permitted pursuant to Treasury Regulations Sections 1.409A-3(j)(4)(vi) and 1.409A-3(j)(4)(xi), as applicable.

10. Source of Payments . Any cash payments to the Participant under this Award Agreement shall be paid from KeyCorp’s general assets.

(a) “ Termination Under Limited Circumstances ” shall mean Participant’s termination of employment with Key wherein all of the following events occur: (1) the Participant’s employment with Key terminates under circumstances in which the Participant becomes entitled to receive either: (i) a severance under the KeyCorp Separation Pay Plan as in effect at the time of the Participant’s Employment Termination Date, or (ii) 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; (2) Participant executes and delivers to Key, within 50 calendar days after the termination of Participant’s employment, a release of claims in a form provided by Key; and (3) such release of claims becomes effective and irrevocable in accordance with its terms.

ACCEPTANCE AGREEMENT

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Exhibit 15

Acknowledgment of Ernst & Young LLP, Independent Registered Public Accounting Firm

May 23, 2019

To the Board of Directors and Shareholders of KeyCorp

We are aware of the incorporation by reference in the Registration Statement (Form S-8) of KeyCorp for the registration of 71,600,000 common shares issuable under the KeyCorp 2019 Equity Compensation Plan of our report dated May 3, 2019 relating to the unaudited consolidated interim financial statements of KeyCorp that is included in its Form 10-Q for the quarter ended March 31, 2019.

/s/ Ernst & Young LLP

Cleveland, Ohio

Exhibit 23

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the KeyCorp 2019 Equity Compensation Plan of our reports dated February 25, 2019, with respect to the consolidated financial statements of KeyCorp and the effectiveness of internal control over financial reporting of KeyCorp included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

May 23, 2019

Exhibit 24

KEYCORP

POWER OF ATTORNEY

Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints Paul N. Harris and Craig T. Beazer, and each of them, as his true and lawful attorney-in fact with full power of substitution and resubstitution, to sign in his name, place, and stead and to file (i) a registration statement on Form S-8 with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of Common Shares of KeyCorp (“Common Shares”) issuable in connection with KeyCorp’s 2019 Equity Compensation Plan; (ii) a post-effective amendment to the registration statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on May 20, 2013 (Registration No. 333-188703) to deregister the authorized but unissued Common Shares remaining under such registration statement; (iii) any and all amendments, including post-effective amendments, supplements, and exhibits to any of the foregoing, and any subsequent registration statements pursuant to Rule 462 of the Securities Act; and (iv) any and all applications or other documents to be filed with the SEC or any state securities commission or other regulatory authority or exchange with respect to any of the foregoing, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate, or desirable to be done in the premises, or in the name, place, and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

* * * * *

IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as of May 22, 2019.



/s/ Beth E. Mooney				/s/ Donald R. Kimble
Beth E. Mooney Chairman and Chief Executive Officer, and Director (Principal Executive Officer)				Donald R. Kimble Chief Financial Officer (Principal Financial Officer)

/s/ Douglas M. Schosser				/s/ Bruce D. Broussard
Douglas M. Schosser Chief Accounting Officer (Principal Accounting Officer)				Bruce D. Broussard, Director

/s/ Charles P. Cooley				/s/ Gary M. Crosby
Charles P. Cooley, Director				Gary M. Crosby, Director

/s/ Alexander M. Cutler				/s/ H. James Dallas
Alexander M. Cutler, Director				H. James Dallas, Director

/s/ Elizabeth R. Gile				/s/ Ruth Ann M. Gillis
Elizabeth R. Gile, Director				Ruth Ann M. Gillis, Director

/s/ William G. Gisel, Jr.				/s/ Carlton L. Highsmith
William G. Gisel, Jr., Director				Carlton L. Highsmith, Director

/s/ Richard J. Hipple				/s/ Kristen L. Manos
Richard J. Hipple, Director				Kristen L. Manos, Director

/s/ Barbara R. Snyder				/s/ David K. Wilson
Barbara R. Snyder, Director				David K. Wilson, Director