KeyCorp Contracts & Agreements

Description of KeyCorps Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 22, 2024)

Form of Cash-settling Performance Shares Award Agreement (2024-2026) (Filed With SEC on February 22, 2024)

Amendment to the KeyCorp Second Excess Cash Balance Pension Plan (effective May 8, 2023) (Filed With SEC on February 22, 2024)

Amended and Restated KeyCorp Second Deferred Savings Plan (effective May 8, 2023) (Filed With SEC on February 22, 2024)

Distribution Agreement dated June 16, 2023 between the Company and the Agents named therein (Filed With SEC on June 16, 2023)

Third Supplemental Indenture, dated as of June 16, 2023, between KeyCorp and Deutsche Bank relating to unsecured and subordinated securities (Filed With SEC on June 16, 2023)

Officers Certificate and Company Order dated June 16, 2023, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto) (Filed With SEC on June 16, 2023)

Officers Certificate and Company Order dated June 16, 2023, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto) (Filed With SEC on June 16, 2023)

Series S Fixed Rate Note (Filed With SEC on June 16, 2023)

Series S Floating Rate Note (Filed With SEC on June 16, 2023)

Series S Master Global Note (Filed With SEC on June 16, 2023)

Series T Fixed Rate Note (Filed With SEC on June 16, 2023)

Series T Floating Rate Note; and (Filed With SEC on June 16, 2023)

Series T Master Global Note (Filed With SEC on June 16, 2023)

Description of KeyCorps Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 22, 2023)

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

Amendment to the KeyCorp Deferred Savings Plan (effective January 1, 2023) (Filed With SEC on February 22, 2023)

Amended and Restated KeyCorp Second Deferred Savings Plan (effective January 1, 2023) (Filed With SEC on February 22, 2023)

Letter agreement between KeyBank National Association and Kevin T. Ryan, dated as of July 2, 2022 (Filed With SEC on November 1, 2022)

Underwriting Agreement, dated August 17, 2022, between the Company and and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities,... (Filed With SEC on August 24, 2022)

Certificate of Amendment of the Company with respect to Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H, filed August 22, 2022 (Filed With SEC on August 24, 2022)

Form of certificate representing Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H (Filed With SEC on August 24, 2022)

Deposit Agreement, dated as of August 24, 2022, among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to... (Filed With SEC on August 24, 2022)

Third Supplemental Indenture dated as of May 23, 2022, between KeyCorp and Deutsche Bank, relating to unsecured and unsubordinated debt securities (Filed With SEC on May 23, 2022)

Amended and Restated Officers Certificate and Company Order dated May 23, 2022, pursuant to Sections 201, 301 and 303 of the Senior Indenture (excluding exhibits thereto) (Filed With SEC on May 23, 2022)

Description of KeyCorps Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 22, 2022)

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 Restricted Stock Unit Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.17 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)

Form of Stock Option Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020 (Filed With SEC on February 22, 2021)

Form of Restricted Stock Unit Award Agreement (New Hire) under KeyCorp 2019 Equity Compensation Plan, effective 2020 (Filed With SEC on February 22, 2021)

Form of Restricted Stock Unit Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020 (Filed With SEC on February 22, 2021)

Distribution Agreement dated June 9, 2020 between the Company and the Agents named therein (Filed With SEC on June 9, 2020)

Officers Certificate and Company Order dated June 9, 2020, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto) (Filed With SEC on June 9, 2020)

Officers Certificate and Company Order dated June 9, 2020, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto) (Filed With SEC on June 9, 2020)

Series Q Fixed Rate Note (Filed With SEC on June 9, 2020)

Series Q Floating Rate Note (Filed With SEC on June 9, 2020)

Series Q Master Global Note (Filed With SEC on June 9, 2020)

Series R Fixed Rate Note (Filed With SEC on June 9, 2020)

Series R Floating Rate Note; and (Filed With SEC on June 9, 2020)

Series R Master Global Note (Filed With SEC on June 9, 2020)

Letter Agreement with Beth Mooney, dated May 1, 2020 (Filed With SEC on May 1, 2020)

Description of KeyCorps Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 26, 2020)

KeyCorp Amended and Restated Directors Deferred Share Sub-Plan (effective May 23, 2019) (Filed With SEC on February 26, 2020)

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

Underwriting Agreement, dated April 22, 2019, between the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, J.P.... (Filed With SEC on April 29, 2019)

Certificate of Amendment of the Company with respect to Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G, filed April 25, 2019 (Filed With SEC on April 29, 2019)

Form of certificate representing Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G (Filed With SEC on April 29, 2019)

Deposit Agreement, dated as of April 29, 2019, among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to... (Filed With SEC on April 29, 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)

Form of Stock Option Award Agreement under KeyCorp 2013 Equity Compensation Plan, effective 2019 (Filed With SEC on February 25, 2019)

Form of Restricted Stock Unit Award Agreement under KeyCorp 2013 Equity Compensation Plan, effective 2019 (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)

KeyCorp Directors Deferred Share Sub-Plan (effective September 18, 2013) (Filed With SEC on February 25, 2019)

KeyCorp Excess Cash Balance Pension Plan (effective January 1, 1998) (Filed With SEC on February 25, 2019)

First Amendment to the KeyCorp Excess Cash Balance Pension Plan (effective July 1, 1999) (Filed With SEC on February 25, 2019)

Second Amendment to the KeyCorp Excess Cash Balance Pension Plan (effective January 1, 2003) (Filed With SEC on February 25, 2019)

Trust Agreement for certain amounts that may become payable to certain executives and directors of KeyCorp, dated April 1, 1997, and amended as of August 25, 2003 (Filed With SEC on February 25, 2019)

KeyCorp Second Deferred Savings Plan (effective January 1, 2019) (Filed With SEC on February 25, 2019)

Amended and Restated First Niagara Bank and First Niagara Financial Group, Inc. Directors Deferred Fees Plan (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 Stock Option Award Agreement under KeyCorp 2013 Equity Compensation Plan (Filed With SEC on November 1, 2018)

Form of Restricted Stock Unit Award Agreement under KeyCorp 2013 Equity Compensation Plan (Filed With SEC on November 1, 2018)

Underwriting Agreement, dated July 23, 2018, between the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, J.P.... (Filed With SEC on July 30, 2018)

Certificate of Amendment of the Company with respect to Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F, filed July 26, 2018 (Filed With SEC on July 30, 2018)

Form of certificate representing Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F (Filed With SEC on July 30, 2018)

Deposit Agreement, dated as of July 30, 2018, among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time... (Filed With SEC on July 30, 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)

Disability Amendment to KeyCorp Excess Cash Balance Pension Plan (effective December 31, 2007) (Filed With SEC on February 26, 2018)

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

KeyCorp Senior Medium-Term Notes,Series O Subordinated Medium-Term Notes, Series P Due Nine Months or More From Date of Issue DISTRIBUTION AGREEMENT (Filed With SEC on June 9, 2017)

KEYCORP SeniorMedium-Term Notes, Series O Officers Certificate and Company Order (Filed With SEC on June 9, 2017)

KEYCORP SubordinatedMedium-Term Notes, Series P Officers Certificate and Company Order (Filed With SEC on June 9, 2017)

KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE, SERIES O (FIXED RATE) Due from 9 Months orMore from Date of Issue (Filed With SEC on June 9, 2017)

KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE, SERIES O (FLOATING RATE) Due from 9 Monthsor More from Date of Issue (Filed With SEC on June 9, 2017)

KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE,SERIES O (MASTER GLOBAL NOTE) (Filed With SEC on June 9, 2017)

KEYCORP FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES P (FIXED RATE) Due from 9 Months orMore from Date of Issue (Filed With SEC on June 9, 2017)

KEYCORP FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES P (FLOATING RATE) Due from 9 Monthsor More from Date of Issue (Filed With SEC on June 9, 2017)

KEYCORP FORM OF SUBORDINATED MEDIUM-TERMNOTE, SERIES P (MASTER GLOBAL NOTE) (Filed With SEC on June 9, 2017)

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

STOCK OPTION AWARD AGREEMENT (Filed With SEC on February 28, 2017)

RESTRICTED STOCK UNIT 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)

20,000,000 Depositary Shares KeyCorp EachRepresenting 1/40th Ownership Interest in a Share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E... (Filed With SEC on December 12, 2016)

ATTACHMENT TO CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEYCORP (Filed With SEC on December 12, 2016)

DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHAREINC., jointly as Depositary and THE HOLDERS FROMTIME TO TIME OF THE DEPOSITARY RECEIPTS... (Filed With SEC on December 12, 2016)

525,000 Depositary Shares KeyCorp EachRepresenting 1/25th Ownership Interest in a Share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D Underwriting... (Filed With SEC on September 9, 2016)

ATTACHMENT TO CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEYCORP (Filed With SEC on September 9, 2016)

IMPORTANT NOTICE (Filed With SEC on September 9, 2016)

DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHAREINC., jointly as Depositary and THE HOLDERS FROMTIME TO TIME OF THE DEPOSITARY RECEIPTS... (Filed With SEC on September 9, 2016)

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

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

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

AGREEMENTAND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC. Dated as ofOctober 30, 2015 TABLE OF CONTENTS (Filed With SEC on November 2, 2015)

KEYCORP Executive Officer Grants (Nonqualified Stock Options) (Filed With SEC on March 2, 2015)

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)

RESTATED AMENDMENT TOTHE KEYCORP EXCESS CASH BALANCE PENSION PLAN (Filed With SEC on March 2, 2015)

KEYCORP SECOND EXCESSCASH BALANCE PENSION PLAN ARTICLE I THE PLAN (Filed With SEC on March 2, 2015)

KEYCORP DEFERRED SAVINGS PLAN (January 2015) ARTICLE I (Filed With SEC on March 2, 2015)

KeyCorp Deferred EquityAllocation Plan ARTICLE I Purpose (Filed With SEC on March 2, 2015)

KeyCorp Senior Medium-Term Notes,Series M Subordinated Medium-Term Notes, Series N Due Nine Months or More From Date of Issue DISTRIBUTION AGREEMENT (Filed With SEC on June 10, 2014)

KEYCORP SeniorMedium-Term Notes, Series M Officers Certificate and Company Order (Filed With SEC on June 10, 2014)

KEYCORP SubordinatedMedium-Term Notes, Series N Officers Certificate and Company Order (Filed With SEC on June 10, 2014)

KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE,SERIES M (FIXED RATE) Duefrom 9 Months or More from Date of Issue (Filed With SEC on June 10, 2014)

KEYCORP FORM OF SENIOR MEDIUM-TERM NOTE, SERIES M (FLOATING RATE) Due from 9 Monthsor More from Date of Issue (Filed With SEC on June 10, 2014)

KEYCORP FORM OF SENIOR MEDIUM-TERMNOTE, SERIES M (MASTERGLOBAL NOTE) (Filed With SEC on June 10, 2014)

KEYCORP FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES N (FIXED RATE) Due from 9 Months orMore from Date of Issue (Filed With SEC on June 10, 2014)

KEYCORP FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES N (FLOATING RATE) Due from 9 Monthsor More from Date of Issue (Filed With SEC on June 10, 2014)

KEYCORP FORM OF (Filed With SEC on June 10, 2014)

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 DIRECTOR DEFERREDCOMPENSATION PLAN (MAY 18, 2000 RESTATEMENT) (Filed With SEC on February 26, 2014)

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

KEYCORP DIRECTORS DEFERRED SHARE PLAN (December 31, 2008) ARTICLE I PURPOSE (Filed With SEC on February 26, 2014)

KEYCORP DIRECTORS DEFERRED SHARE SUB-PLAN (September 18, 2013) ARTICLE I PURPOSE (Filed With SEC on February 26, 2014)

KEYCORP EXCESS CASHBALANCE PENSION PLAN ARTICLE I THE PLAN (Filed With SEC on February 26, 2014)

FIRST AMENDMENT TO THEKEYCORP EXCESS CASH BALANCE PENSION PLAN (Filed With SEC on February 26, 2014)

SECOND AMENDMENT TO THEKEYCORP EXCESS CASH BALANCE PENSION PLAN (Filed With SEC on February 26, 2014)

TRUST AGREEMENT (Filed With SEC on February 26, 2014)

SECOND SUPPLEMENTAL INDENTURE TO INDENTURE DATED JUNE 10, 1994 (Filed With SEC on November 13, 2013)

RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on August 5, 2013)

KEYCORP DIRECTORS DEFERRED SHARE SUB-PLAN (May 16 2013) ARTICLE I PURPOSE (Filed With SEC on August 5, 2013)

ACKNOWLEDGEMENT Of Jeffrey B. Weeden (Filed With SEC on August 5, 2013)

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)

FORM OF KEYCORP EXECUTIVE OFFICER GRANTS STOCK OPTION GRANT AGREEMENT (Filed With SEC on February 26, 2013)

DISABILITY AMENDMENT TO THE KEYCORP EXCESS CASH BALANCE PENSION PLAN (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)

EX-101 INSTANCE DOCUMENT (Filed With SEC on August 4, 2011)

Distribution Agreement dated June 13, 2011 between the Company and the Agents named therein (Filed With SEC on June 14, 2011)

KEYCORP (Filed With SEC on March 23, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on August 6, 2010)

EX-101 INSTANCE DOCUMENT (Filed With SEC on May 6, 2010)

EX-101 INSTANCE DOCUMENT (Filed With SEC on March 1, 2010)

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

AGREEMENT (Filed With SEC on December 4, 2009)

DEALER MANAGER AGREEMENT (Filed With SEC on July 8, 2009)

FIRST AMENDMENT TO (Filed With SEC on July 6, 2009)

in millions, except share data (Filed With SEC on May 11, 2009)

Description of Financial Data (Filed With SEC on February 27, 2009)

Principal Amount Name of Notes KeyBanc Capital Markets Inc. $ 56,875,000 Credit Suisse Securities (USA) LLC $ 56,875,000 Morgan Stanley & Co. Incorporated $ 56,875,000 UBS... (Filed With SEC on December 16, 2008)

KEYCORP (Filed With SEC on December 16, 2008)

KEYCORP MEDIUM-TERM NOTE, SERIES I (FIXED RATE) (Filed With SEC on December 16, 2008)

KEYCORP MEDIUM-TERM NOTE, SERIES I (FLOATING RATE) (Filed With SEC on December 16, 2008)

WARRANT TO PURCHASE COMMON STOCK (Filed With SEC on November 20, 2008)

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 (Filed With SEC on November 20, 2008)

KEYCORP (Filed With SEC on November 20, 2008)

Distribution Agreement dated June 20, 2008 between the Company and the Agents named therein (Filed With SEC on June 20, 2008)

KeyCorp 6,500,000 Shares 7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A Underwriting Agreement (Filed With SEC on June 18, 2008)

KeyCorp 85,106,383 Common Shares Par Value $1.00 Per Share Underwriting Agreement (Filed With SEC on June 18, 2008)

KEYCORP (Filed With SEC on June 18, 2008)

dollars in millions (Filed With SEC on May 6, 2008)

Description of Financial Data (Filed With SEC on February 28, 2008)

KeyCorp Capital X Capital Securities guaranteed to the extent set forth in the Guarantees by KEYCORP (Filed With SEC on February 27, 2008)

Pricing Agreement (Filed With SEC on February 27, 2008)

between KEYCORP and (Filed With SEC on February 27, 2008)

among KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, (Filed With SEC on February 27, 2008)

GUARANTEE AGREEMENT (Filed With SEC on February 27, 2008)

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

AGREEMENT (Filed With SEC on January 22, 2008)

Exhibit No (Filed With SEC on March 12, 2007)

Description of Financial Data (Filed With SEC on February 28, 2007)

KEYCORP (Filed With SEC on February 22, 2007)

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

KeyCorp Capital IX Capital Securities guaranteed to the extent set forth in the Guarantees by KEYCORP Underwriting Agreement (Filed With SEC on November 21, 2006)

Pricing Agreement (Filed With SEC on November 21, 2006)

FOURTH SUPPLEMENTAL INDENTURE between KEYCORP and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee DATED AS OFNOVEMBER 21, 2006 supplementing that certain Junior Subordinated... (Filed With SEC on November 21, 2006)

AMENDED AND RESTATED TRUSTAGREEMENT among KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee (Filed With SEC on November 21, 2006)

GUARANTEE AGREEMENT between KEYCORP as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL IX Dated as of November 21, 2006 (Filed With SEC on November 21, 2006)

dollars in millions (Filed With SEC on November 8, 2006)

KeyCorp Capital VIII Capital Securities guaranteed to the extent set forth in the Guarantees by KEYCORP Underwriting Agreement (Filed With SEC on June 20, 2006)

Pricing Agreement (Filed With SEC on June 20, 2006)

THIRD SUPPLEMENTAL INDENTURE between KEYCORP and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee DATED AS OF JUNE20, 2006 supplementing that certain Junior Subordinated Indenture... (Filed With SEC on June 20, 2006)

AMENDED AND RESTATED TRUSTAGREEMENT among KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee (Filed With SEC on June 20, 2006)

GUARANTEE AGREEMENT between KEYCORP as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL VIII Dated as of June 20, 2006 (Filed With SEC on June 20, 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)

EX-10.1 KeyCorp Second Deferred Compensation Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.2 KeyCorp Automatic Deferral Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.3 KeyCorp Commissioned Deferred Compensation Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.4 KeyCorp Deferred Bonus Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.5 McDonald Financial Group Deferral Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.6 KeyCorp Second Director Deferred Compensation Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.7 KeyCorp Second Excess 401(k) Savings Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.8 KeyCorp Second Excess Cash Balance Pension Plan effective as of January 1, 2005 (Filed With SEC on December 22, 2005)

EX-10.1 Letter Agreement (Filed With SEC on August 12, 2005)

EX-10.13 2004 EQUITY COMPENSATION PLAN (Filed With SEC on February 28, 2005)

EX-10.20 AMENDMENT TO KEYCORP DIRECTOR DEFERRED COMP PLAN (Filed With SEC on February 28, 2005)

EX-10.21 KEYCORP SECOND DIRECTOR DEFERRED COMPENSATION PLAN (Filed With SEC on February 28, 2005)

EX-10.28 KEYCORP SECOND EXCESS CASH BALANCE PENSION PLAN (Filed With SEC on February 28, 2005)

EX-10.34 KEYCORP SECOND DEFERRED COMPENSATION PLAN (Filed With SEC on February 28, 2005)

EX-10.45 KEYCORP SECOND EXCESS 401(K) SAVINGS PLAN (Filed With SEC on February 28, 2005)

EX-10.51 2ND AMENDMENT TO THE KEYCORP SUPP RETIREMENT PLAN (Filed With SEC on February 28, 2005)

EX-10.53 KEYCORP SECOND SUPPLEMENTAL RETIREMENT PLAN (Filed With SEC on February 28, 2005)

EX-10.62 5TH AMENDMENT TO KEYCORP EXEC SUPP PENSION PLAN (Filed With SEC on February 28, 2005)

EX-10.63 6TH AMENDMENT TO KEYCORP EXEC SUPP PENSION PLAN (Filed With SEC on February 28, 2005)

EX-10.65 KEYCORP SECOND EXECUTIVE SUPP PENSION PLAN (Filed With SEC on February 28, 2005)

EX-10.70 4TH AMENDMENT TO KEYCORP SUPP RETIRE PLAN FOR KEY EXEC (Filed With SEC on February 28, 2005)

EX-10.71 KEYCORP 2ND SUPP RETIREMENT BENEFIT PLAN KEY EXECS (Filed With SEC on February 28, 2005)

EX-10.1 Amended Employment Agreement Between KeyCorp and Henry L. Meyer III (Filed With SEC on February 16, 2005)

EX-10.2 Form of Award of Executive Officer Grants (Filed With SEC on February 16, 2005)

EX-10.3 Form of Award of Officer Grants (Filed With SEC on February 16, 2005)

EX-10.1 KeyCorp Annual Performance Plan (Filed With SEC on January 24, 2005)

EX-10.2 Restated Amendment to Compensation Plan (Filed With SEC on January 24, 2005)

EX-10.3 Restated Amendment to Retirement Plan (Filed With SEC on January 24, 2005)

EX-10.4 Restated Amendment to Excess Cash Pension Plan (Filed With SEC on January 24, 2005)

EX-10.5 Restated Amendment to 401(k) Savings Plan (Filed With SEC on January 24, 2005)

EX-10.6 Restated Amendment to Supplemental Pension Plan (Filed With SEC on January 24, 2005)

EX-10.1 FORM OF CHANGE OF CONTROL AGREEMENT (Filed With SEC on September 17, 2004)

EX-10.2 LETTER AGREEMENT (Filed With SEC on September 17, 2004)

EX-10.1 Executive Officer Grants (Filed With SEC on August 6, 2004)

KEYCORP DIRECTORS DEFERRED SHARE PLAN ARTICLE I PURPOSE (Filed With SEC on March 12, 2004)

SECOND AMENDMENT TO THE KEYCORP AUTOMATIC DEFERRAL PLAN (Filed With SEC on March 12, 2004)

AMENDMENT TO THE KEYCORP SUPPLEMENTAL RETIREMENT BENEFIT PLAN (Filed With SEC on March 12, 2004)

THE SECOND AMENDMENT TO THE KEYCORP SUPPLEMENTAL RETIREMENT BENEFIT PLAN (Filed With SEC on March 12, 2004)

AMENDMENT TO THE SUPPLEMENTAL RETIREMENT BENEFIT PLAN FOR KEY EXECUTIVES (Filed With SEC on March 12, 2004)

SECOND AMENDMENT TO THE KEYCORP SUPPLEMENTAL RETIREMENT BENEFIT PLAN FOR KEY EXECUTIVES (Filed With SEC on March 12, 2004)

KeyCorp Deferred Equity Allocation Plan ARTICLE I Purpose (Filed With SEC on March 12, 2004)

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KeyCorp Contracts & Agreements