0001193125-16-475914 Sample Contracts

PERFORMANCE SHARES AWARD AGREEMENT
Performance Shares Award Agreement • February 24th, 2016 • Keycorp /New/ • National commercial banks • Ohio

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2013 Equity Compensation Plan (the “Plan”), this 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. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

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MERGER INTEGRATION PERFORMANCE SHARES AWARD AGREEMENT
Performance Shares Award Agreement • February 24th, 2016 • Keycorp /New/ • National commercial banks • Ohio

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2013 Equity Compensation Plan (the “Plan”), this 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. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

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