Common use of Compliance with Section 409A of the Internal Revenue Code Clause in Contracts

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.

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.

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.

Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it (a)It is intended that any right or benefit which is provided pursuant to or in connection with this Award comply with the provisions of which is considered to be nonqualified deferred compensation subject to Section 409A of the Code (“Section 409A”). The Award ) of the Internal Revenue Code (a “409A benefit”) shall accordingly be administered provided and paid in a manner consistent with this intentmanner, and any provision that would cause at such time (i.e., at the Award to fail to satisfy applicable payment event described herein if a 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 payment event 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 at the first six months following Participant’s separation from service shall be accumulated through Section 409A payment event thereafter consisting of a fixed time (without interest) and paid or provided no earlier than six (6) months following Participant’s here, <<date2>>), a Section 409A disability, a Section 409A separation from service (oras described below), if Participant should die during such six-month period, as soon as administratively possible). Further, but solely or a Section 409A change with respect 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 Participant in the ownership,” a “change in ownership or effective control of the effective control” Company or a “change in the ownership of a substantial portion of its assets of the assets” Company and including, in the discretion of KeyCorp within the meaning Committee or its delegate, any applicable Section 409A de minimis limited cashout payment permitted under Treasury Reg. Section 1.409A-3(j)(4)(v)) and in such form, as complies with the applicable requirements of Section 409A409A to avoid the unfavorable tax consequences provided therein for non-compliance. Consequently, this Agreement is intended to be administered, interpreted and construed in accordance with the Participant’s “Disability” will be treated as such only if applicable requirements of Section 409A. Notwithstanding the foregoing, the Participant would also and his or her successor in interest shall be considered “disabled” within solely responsible and liable for the meaning satisfaction of all taxes and penalties that may be imposed on the Participant or his or her successor in interest in connection with this Agreement (including any taxes and penalties under Section 409A.409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Participant or his or her successor in interest harmless from any or all of such taxes or penalties.

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 that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary to comply with Section 409A, all payments, benefits or reimbursements paid or provided under this Award that constitute a "deferral on the earlier of compensation" within (a) the meaning of Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that are provided as if the Participant is a result “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur on the otherwise scheduled payment date, but shall instead be paid, without interest, on the tenth business day of the seventh month following the date of the 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)with Key. 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.

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 that the Participant’s right to receive payment under the Award becomes vested and the event triggering the Participant’s right to payment is the Participant’s termination of employment, then notwithstanding anything herein to the contrary, payment will be made to the Participant, to the extent necessary to comply with Section 409A, all payments, benefits or reimbursements paid or provided under this Award that constitute a "deferral on the earlier of compensation" within (a) the meaning of Participant’s “separation from service” (determined in accordance with Section 409A); provided, however, that are provided as if the Participant is a result “specified employee” (determined in accordance with KeyCorp’s policies), the date of payment shall not occur until the first business day of the seventh month following the date of the Participant’s separation from service and that would otherwise be paid with Key, or provided during (b) 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)death. 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.

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 PC (2024) 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.