Keycorp /New/ Sample Contracts

AGREEMENT
Agreement • September 17th, 2004 • Keycorp /New/ • National commercial banks • Ohio
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KEYCORP and
Rights Agreement • June 19th, 1997 • Keycorp /New/ • National commercial banks • Ohio
AGREEMENT
Agreement • March 29th, 1999 • Keycorp /New/ • National commercial banks • Ohio
RECITALS
Registration Rights Agreement • October 6th, 1997 • Keycorp /New/ • National commercial banks • New York
KEYCORP SUBORDINATED MEDIUM-TERM NOTE, SERIES G (FIXED RATE)
Keycorp /New/ • December 22nd, 2004 • National commercial banks • New York
KEYCORP
Keycorp /New/ • March 28th, 1997 • National commercial banks • Michigan
CREDIT AGREEMENT dated as of October 3, 1995 among KeyCorp,
Credit Agreement • October 6th, 1995 • Keycorp /New/ • National commercial banks • New York
1 EX. 10.1
To Agreement • November 12th, 1999 • Keycorp /New/ • National commercial banks
KEYCORP
Grant Agreement • March 22nd, 2001 • Keycorp /New/ • National commercial banks
ARTICLE I VOTING
Voting and Support Agreement • October 3rd, 2002 • Keycorp /New/ • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT among KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of February 27,...
Trust Agreement • February 27th, 2008 • Keycorp /New/ • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 27, 2008, among (i) KEYCORP, an Ohio corporation (including any successors or assigns, the “Depositor”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as BANKERS TRUST COMPANY) a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) DEUTSCHE BANK TRUST COMPANY DELAWARE (formerly known as BANKERS TRUST (DELAWARE)), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Daniel R. Stolzer, an individual, and Louis D. Raffis, an individual, each of whose address is c/o KeyCorp, 127 Public Square, Cleveland, Ohio 44114 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”) and (v) the several HOLD

KEYCORP
Keycorp /New/ • March 28th, 1997 • National commercial banks • New York
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Recitals
Replacement Capital Covenant • February 27th, 2008 • Keycorp /New/ • National commercial banks

Mechanism either (A) during the first five years of any deferral period or (B) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Capital Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:

GUARANTEE AGREEMENT between KEYCORP as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL X Dated as of February 27, 2008
Guarantee Agreement • February 27th, 2008 • Keycorp /New/ • National commercial banks • New York

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

TRUST AGREEMENT FOR CERTAIN AMOUNTS THAT MAY BECOME PAYABLE TO CERTAIN EXECUTIVES AND DIRECTORS OF KEYCORP
Trust Agreement • November 13th, 2003 • Keycorp /New/ • National commercial banks • Ohio
KEYCORP SUBORDINATED MEDIUM-TERM NOTE, SERIES G (FLOATING RATE)
Keycorp /New/ • December 22nd, 2004 • National commercial banks • New York
KEYCORP MEDIUM-TERM NOTE, SERIES H (FLOATING RATE)
Keycorp /New/ • December 22nd, 2004 • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015
Agreement and Plan of Merger • November 2nd, 2015 • Keycorp /New/ • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2015 (this “Agreement”), by and between KeyCorp, an Ohio corporation (“Parent”) and First Niagara Financial Group, Inc., a Delaware corporation (the “Company”).

DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of September 9, 2016
Deposit Agreement • September 9th, 2016 • Keycorp /New/ • National commercial banks • New York

DEPOSIT AGREEMENT, dated as of September 9, 2016, between (i) KEYCORP, an Ohio corporation (the “Corporation”), on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand, and (iii) the holders from time to time of the Receipts (as herein after defined) described herein.

COMMON SHARES, PAR VALUE $1.00 PER SHARE EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 11th, 2009 • Keycorp /New/ • National commercial banks • New York

This Confirmation sets forth the terms of the agreement of Morgan Stanley & Co. Incorporated (the “Manager”) with KeyCorp (the “Company”) relating to the sale of shares of the Company’s common shares, par value $1.00 per share, having an aggregate gross sales price of up to $750,000,000, pursuant to the Distribution Agreement between the Company and the Manager, dated May 11, 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.

1 TRUST AGREEMENT FOR CERTAIN AMOUNTS THAT MAY BECOME PAYABLE TO CERTAIN EXECUTIVES AND DIRECTORS OF KEYCORP
Trust Agreement • August 14th, 1997 • Keycorp /New/ • National commercial banks • Ohio
18,000,000 Depositary Shares KeyCorp Each Representing 1/40th Ownership Interest in a Share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G Underwriting Agreement
Keycorp /New/ • April 29th, 2019 • National commercial banks • New York

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

CASH PERFORMANCE SHARES AWARD AGREEMENT
Performance Shares Award Agreement • February 22nd, 2023 • Keycorp /New/ • National commercial banks

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.

FORM OF CHANGE OF CONTROL AGREEMENT] AGREEMENT
Agreement • February 26th, 2018 • Keycorp /New/ • National commercial banks • Ohio

Key is entering into this Agreement in recognition of the importance of the Executive’s services to the continuity of management of Key and based upon its determination that it will be in the best interests of Key and its Subsidiaries to encourage the Executive’s continued attention and dedication to the Executive’s duties in the potentially disruptive circumstances of a possible Change of Control of Key. (As used in this Agreement, the terms “Subsidiaries” and “Change of Control” and certain other capitalized terms have the meanings ascribed to them in Section 8, at the end of this Agreement.)

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