KeyCorp Human Resources Contracts & Agreements

Form of Cash-settling Performance Shares Award Agreement (2023-2025) (Filed With SEC on February 22, 2023)

Form of Cash-settling Performance Shares Award Agreement (2021-2023), filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2020 (Filed With SEC on February 22, 2022)

Form of Stock-settling Performance Shares Award Agreement (2019-2021) (Filed With SEC on February 22, 2021)

Form of Cash-settling Performance Shares Award Agreement (2020-2022) (Filed With SEC on February 22, 2021)

Form of Stock-settling Performance Shares Award Agreement (2020-2022) (Filed With SEC on February 22, 2021)

Form of Cash-settling Performance Shares Award Agreement (2021-2023) (Filed With SEC on February 22, 2021)

Form of Stock-settling Performance Shares Award Agreement (2021-2023) (Filed With SEC on February 22, 2021)

2019 Equity Compensation Plan (Filed With SEC on May 24, 2019)

KeyCorp Executive Annual Performance Plan (Filed With SEC on March 15, 2019)

Form of Performance Shares Award Agreement (2019-2021) (Filed With SEC on February 25, 2019)

KeyCorp Long-Term Incentive Deferral Plan (Filed With SEC on February 25, 2019)

KeyCorp 2013 Equity Compensation Plan (effective March 14, 2013) (Filed With SEC on February 25, 2019)

Director Deferred Compensation Plan (May 18, 2000 Amendment and Restatement) (Filed With SEC on February 25, 2019)

KeyCorp Amended and Restated Second Director Deferred Compensation Plan (effective September 18, 2013) (Filed With SEC on February 25, 2019)

Form of Stock Option Agreement under First Niagara Financial Group, Inc. 2012 Equity Incentive Plan (Filed With SEC on February 25, 2019)

Form of Performance Shares Award Agreement (2018-2020) (Filed With SEC on November 1, 2018)

Form of Performance Shares Award Agreement (2018-2020) (Filed With SEC on February 26, 2018)

Form of Change of Control Agreement (Tier II Executives) between KeyCorp and Certain Executive Officers of KeyCorp, dated as of April 15, 2012 (Filed With SEC on February 26, 2018)

First Niagara Financial Group, Inc. 2012 Equity Incentive Plan (Filed With SEC on February 26, 2018)

PERFORMANCE SHARES AWARD AGREEMENT (Filed With SEC on February 28, 2017)

FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED 2002 LONG-TERM INCENTIVE STOCK BENEFIT PLAN (Filed With SEC on February 28, 2017)

PERFORMANCE SHARES AWARD AGREEMENT (Filed With SEC on February 24, 2016)

KEYCORP 2010 EQUITY COMPENSATION PLAN (Filed With SEC on February 24, 2016)

PERFORMANCE SHARES AWARD AGREEMENT (Filed With SEC on March 2, 2015)

2004 EQUITY COMPENSATION PLAN (Filed With SEC on March 2, 2015)

AMENDMENT TO THE KEYCORP DIRECTOR DEFERRED COMPENSATION PLAN (Filed With SEC on March 2, 2015)

PERFORMANCE SHARES AWARD AGREEMENT (Filed With SEC on February 26, 2014)

AMENDED AND RESTATED 1991 EQUITY COMPENSATION PLAN (Amended as of March 13, 2003) (Filed With SEC on February 26, 2014)

KEYCORP AMENDED AND RESTATED SECOND DIRECTOR DEFERRED COMPENSATION PLAN (Filed With SEC on February 26, 2014)

FORM OF KEYCORP Executive Officer Grants (Award of Cash Performance Shares and Above-Target Performance Shares) (Filed With SEC on February 26, 2013)

FORM OF KEYCORP Executive Officer Grants AWARD OF RESTRICTED STOCK UNITS (Long Term Incentive Award) (Filed With SEC on February 26, 2013)

KEYCORP FORM OF CHANGE OF CONTROL AGREEMENT TIER II EXECUTIVES (Filed With SEC on May 3, 2012)

[FORM OF CHANGE OF CONTROL AGREEMENT] AGREEMENT (Filed With SEC on March 8, 2012)

KEYCORP ANNUAL INCENTIVE PLAN (January 1, 2011 Restatement) (Filed With SEC on February 27, 2012)

FORM OF KEYCORP EXECUTIVE OFFICER GRANTS (Award of Cash Performance Shares and Above-Target Performance Shares) (Filed With SEC on February 27, 2012)

AMENDED EMPLOYMENT AGREEMENT (Filed With SEC on December 4, 2009)

AMENDED EMPLOYMENT AGREEMENT (Filed With SEC on January 22, 2008)

AMENDED EMPLOYMENT AGREEMENT (Filed With SEC on December 1, 2006)

EX-10.1 Long Term Incentive Program Award (Filed With SEC on February 8, 2006)

EX-10.2 Long Term Incentive Program Award (Filed With SEC on February 8, 2006)