Common use of ACCEPTANCE AGREEMENT Clause in Contracts

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 amount to be paid to me pursuant to the Award.

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 amount of the Common Shares to be paid to me pursuant to upon vesting in the Award.

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 Amended and Restated 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 amount of the Common Shares to be paid to me pursuant to upon vesting in the Award. I also understand that this Acceptance Agreement contains restrictive covenants and that Key hereby advises me to consult with an attorney.

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 amount of the Common Shares to be paid to me pursuant to upon exercise of the Award.

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 Amended and Restated 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 amount to be paid to me pursuant to the Award.

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 Amended and Restated 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 amount to be paid to me pursuant to the Award. I also understand that this Acceptance Agreement contains restrictive covenants and that Key hereby advises me to consult with an attorney.

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 Amended and Restated 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 amount of the Common Shares to be paid to me pursuant to upon exercise of the Award. I also understand that this Acceptance Agreement contains restrictive covenants and that Key hereby advises me to consult with an attorney.