Common use of Mandatory Deferral Clause in Contracts

Mandatory Deferral. 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). Key will consider the target amount of your 2013 long term incentive opportunity for purposes of determining whether any portion of your 2013 annual incentive is required to be deferred.

Mandatory Deferral. 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). Key will consider the target amount of your 2013 long term incentive opportunity for purposes of determining whether any portion of your 2013 annual incentive is required to be deferred.