Separation and Salary Continuation Agreement between KeyBank National Association and William R. Koehler

Exhibit 10.1

April 7, 2014

Personal and Confidential

VIA HAND DELIVERY

Mr. William R. Koehler

Dear Bill:

This letter agreement (the “Letter Agreement”) confirms our discussion concerning your employment with KeyBank National Association (“KeyBank”), and it confirms your election to voluntarily resign from your employment at KeyBank.

This Letter Agreement accordingly confirms your decision to separate from KeyBank, and it serves to outline the particular terms and conditions of the benefits to be provided to you under the terms of this Letter Agreement in conjunction with your separation. Please know that the benefits to be paid to you under the terms of this Letter Agreement constitute a full and final settlement of any and all claims and causes of action that you may have (or that you believe that you may have) against KeyBank, KeyCorp and their respective affiliates (hereinafter collectively and individually referred to as “Key”), including any claims that you believe you maintain under the KeyCorp Separation Pay Plan.

(a) You will, subject to the requirements of this Letter Agreement, receive Salary Continuation in the amount of your current base salary of $575,000 per year, less applicable withholdings, which shall be paid to you on a bi-weekly basis in accordance with Key’s normal payroll procedures for twelve (12) months, from July 1, 2014 through June 30, 2015 (“the Salary Continuation Period”). Such Salary Continuation payments shall commence within 10 business days after the Release becomes effective in accordance with its terms, with the first installment to include all amounts accrued from the Termination Date to the date of such installment and the remaining installments, if any, payable as otherwise scheduled assuming that payments had begun on the first regular payroll date in the Salary Continuation Period.

(b) You will, subject to the requirements of this Letter Agreement, be entitled to a discretionary annual incentive payment for 2014 equal to not less than 50% of your target 2014 annual incentive under the 2014 KeyCorp Annual Incentive Plan, and as shall otherwise be determined by the terms of the Plan document and payable as of the date(s) provided for in the Plan. You will not be eligible to receive any long-term incentive compensation for any period after your Termination Date. Key will consider the target amount of your 2014 long term incentive opportunity for purposes of determining whether any portion of your 2014 annual incentive is required to be deferred.

(c) You will be eligible to continue your Key Medical, Dental and/or Vision Plan participation (if applicable) under the provisions of COBRA, at your expense, at the Key employee group rate during your Salary Continuation Period. At the conclusion of the Salary Continuation Period, if you have not obtained new employment, then you will be eligible for an additional six (6) months of Key Medical, Dental and/or Vision Plan participation (if applicable) under the provisions of COBRA, at your expense, at the full monthly COBRA rate, subject to Key reimbursing you for the difference between the full monthly COBRA rate and the Key employee group rate. Please note, however, that should you obtain new employment outside of Key during the Salary Continuation Period, your Salary Continuation will continue until it is fully paid, but your participation in Key’s Medical, Dental and/or Vision plans at the employee rate will end and your continued coverage under COBRA will be at the full monthly COBRA rate. Please note that new employment outside of Key shall not include self-employment. Key’s determination of new employment outside of Key shall be final and conclusive. You agree to promptly notify Key upon your securing of new employment outside of Key during the Salary Continuation Period.

(d) For purposes of Key’s equity plans, your termination will be treated as though you “Terminated Under Limited Circumstances.” Your equity awards (including any stock options, restricted stock, restricted stock units, and performance units) that were outstanding immediately prior to the Termination Date will fully vest, pro-rata vest or forfeit as of your Termination Date in accordance with the terms and conditions of the applicable equity award agreements and plans. Vested stock options (including stock options that vest as a result of your separation) will be exercisable in accordance with the terms and conditions of those award agreements and plans.

(i) Amounts that were required to be withheld from your annual incentive awards under Key’s Mandatory Deferral program will continue to vest. Payment of these deferred amounts will be made in the form of KeyCorp common shares following the applicable vesting date(s).

(ii) Pursuant to the terms of the KeyCorp 2010 Equity Compensation Plan and the 2013 KeyCorp Equity Compensation Plan (“Equity Plans”), and the terms of long term incentive awards granted to you to date, including, but not limited to, those granted on May 19, 2011; March 2, 2012; March 2, 2013; and February 17, 2014, you recognize and agree that, if you engage in any “Harmful Activity,” as such term is described in the Equity Plan, prior to or within six months after your Termination Date, any not vested Restricted Stock Units or Performance Shares not otherwise forfeited at the time of your termination shall be immediately forfeited and all vested shares of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or other equity awards provided to you within one year prior to your termination of employment shall become immediately forfeited, with all profits realized by you from your sale of such stock, units, shares or awards inuring to and becoming payable to KeyCorp upon KeyCorp’s demand.

(iii) You recognize and agree that your equity awards remain subject to risk adjusted vesting, forfeiture and clawback in accordance with KeyCorp’s Incentive Compensation Program and Policy, as the same may be in effect from time to time.

(e) Following your Termination Date, you will be entitled to be paid for your accrued but unused PTO days, if any, in accordance with Key’s policy.

(f) You will be eligible to receive distributions of your vested benefits under the KeyCorp 401(k) Savings Plan and the KeyCorp Deferred Savings Plan in accordance with the terms and conditions of those plans.

(g) You also will be eligible to receive distributions of your vested Cash Balance Pension Plan Benefit and vested Second Excess Cash Balance Pension Plan Benefit. Distributions under each plan shall be made in accordance with the terms of the applicable plan and your previous distribution election(s).

(h) You will also, subject to the requirements of this Letter Agreement, be eligible to receive career assistance services through Key’s Executive Outplacement service provider for up to six months, provided that you commence such services by no later than December 1, 2014. Should you not gain suitable alternate employment by the end of this initial six month period of outplacement services, Key, in its sole discretion as may be exercised by Craig Buffie, may afford you additional outplacement assistance through its chosen Executive Outplacement service provider on a month-to-month basis for up to an additional six months. Please contact Craig Buffie.

I wish you the best.

I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS LETTER AGREEMENT. I HAVE NOT RELIED UPON ANY OTHER REPRESENTATION OR STATEMENT, WRITTEN OR ORAL. I HAVE HAD THE OPPORTUNITY, IF SO DESIRED, TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS LETTER AGREEMENT.

AGREED TO this 17th day of April, 2014

EXHIBIT A

General Release of Claims

This General Release of Claims (this “Release”) is entered into by and between William R. Koehler (“Employee”) and KeyBank National Association as of the 17th day of April, 2014.

NOW, THEREFORE, and in consideration of the mutual promises contained herein, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employee’s employment with KeyCorp, KeyBank National Association and their subsidiaries and affiliates (hereinafter collectively and individually referred to as “Key”) terminated effective as of June 30, 2014.

2. Following the effectiveness of the terms set forth herein, Key shall provide Employee with certain benefits as provided in Section 3 of that certain letter agreement between Key and Employee dated as of April 7, 2014 (the “Letter Agreement”).

3. In consideration of Key providing the benefits enumerated above, and except for (i) the arrangements specified in the Letter Agreement, (ii) Employee’s vested qualified 401(k) Savings Plan benefits, and Deferred Savings Plan benefits and any vested equity awards (in accordance with the applicable plans), and (iii) any insurance or indemnification rights Employee possesses, Employee, for himself and his heirs, legal representatives, and assigns, releases, acquits, and forever discharges KeyCorp, KeyBank National Association, their affiliates and subsidiaries, and their former and current representatives, employees, officers, directors, predecessors-in-interest, successors, and assigns, jointly and severally, from any and all liabilities, attorneys’ fees, obligations, duties, undertakings, agreements, contracts, compensation, incentive compensation, separation pay, severance, employee benefits, plans, policies, practices, claims, demands, damages, proceedings, actions, and causes of action of every kind, nature, and character, which Employee has had, now has, or may have in the future for events occurring to the date hereof, whether known or unknown, suspected or unsuspected, that are by reason of, or in any manner whatsoever connected with, or growing out of, Employee’s employment relationship with, KeyCorp, KeyBank National Association or their affiliates or predecessors-in-interest (the “Released Parties”), or the termination of those employment relationships, including, without limitation, any alleged violation of the Civil Rights Act of 1991; Title VII of the Civil Rights Act of 1964, as amended; Americans with Disabilities Act; Employee Retirement Income Security Act; the Family Medical Leave Act; the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Workers Benefit Protection Act; the Fair Labor Standards Act, to the extent permitted by law; the Occupational Safety and Health Act of 1970; any claim based on federal, state or local law, rule, regulation or ordinance; any claim for breach of contract or promise, express or implied; any claim for breach of any term or condition of an employee handbook or policy manual, including any claim for breach of any promise of specific treatment in specific situations; any common law claim of any kind. Notwithstanding anything to the contrary in this paragraph, nothing herein shall prohibit Employee from filing a charge or complaint with or from participation in any investigation or proceeding of the U.S. Equal Employment Opportunity Commission or the applicable State or Local Fair Employment Practices Agency; however, Employee agrees that Employee will not be entitled to any further monetary compensation from Key in addition to that which is provided for under this Release and the Letter Agreement.

4. Employee declares and expressly warrants that he is not a Medicare beneficiary; that he is not suffering from end stage renal failure or amyotrophic lateral sclerosis; that he has not received Social Security benefits for 24 months or longer; and/or that he has not applied for Social Security disability benefits, and/or has not been denied Social Security disability benefits and is appealing the denial. Employee affirms, covenants and warrants that he has made no claim for illness or injury against, nor is he aware of any facts supporting any claim against, the Released Parties under which the Released Parties could be liable for medical expenses incurred by Employee before or after the execution of this Release. Because Employee is not a Medicare recipient as of the date of this Release, Employee is aware of no medical expenses which Medicare has paid and for which the Released Parties are or could be liable now or in the future. Employee agrees and affirms that, to the best of his knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist.

5. Employee declares and expressly warrants that he has reported all hours worked as of the date of this Release and has been paid for all hours worked and has received all leaves (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to Employee, except as provided in this Release and the Letter Agreement.

6. This Release contains a waiver of Employee’s rights and claims under the ADEA. Employee’s waiver must be knowing and voluntary, which means, as a minimum, that Employee understands that:

Employee further acknowledges and represents that in the event he chooses to execute this Release prior to the expiration of the consideration period, he has voluntarily done so of his own free will, without coercion or duress.

Employee acknowledges and agrees that: (1) he has been specifically advised that by signing this Release he is forever giving up his legal rights to sue, KeyCorp, KeyBank National Association and their affiliates for the subject matters of this Release; (2) he has carefully read and fully understands all of the provisions of this Release; (3) he has not relied on any representations of KeyCorp, KeyBank National Association or any of their affiliates to induce him to enter into this Release, other than as specifically set forth herein and in the Letter Agreement; (4) he is fully competent to enter into this Release; (5) he has not been pressured, coerced or otherwise unduly influenced to enter into this Release; and (6) he has voluntarily entered into this Release of his own free will.

7. This Release, together with the Letter Agreement, represents the complete agreement between the parties hereto and supersedes all prior or contemporaneous oral or written understandings on the subjects contained herein. No one relies on any representations, oral or written, on the effect, enforceability, or meaning of this Release, except as is specifically set forth in this Release and the Letter Agreement. This Release can only be modified or waived, in whole or in part, by a writing signed by all of the parties hereto. A facsimile of this Release and a facsimile signature of a party shall be treated in all respects as an original document and counterparts of this Release may be executed separately and taken together will be treated as one complete original document. This Release shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, affiliates, successors, and assigns.

Employee specifically acknowledges as follows:

I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS RELEASE AND THE LETTER AGREEMENT, INCLUDING MY WAIVER OF CLAIMS AGAINST KEY. I HAVE NOT RELIED UPON ANY OTHER REPRESENTATION OR STATEMENT, WRITTEN OR ORAL. I HAVE HAD THE OPPORTUNITY, IF SO DESIRED, TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE AND WAIVING ANY CLAIMS.