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KEYCORP
NON-QUALIFIED GRANT AGREEMENT
PREMIUM PRICED OPTIONS
By action of the
Compensation and Organization Committee (“Committee”)
of the Board of Directors of KeyCorp, taken pursuant to the KeyCorp
Amended and Restated 1991 Equity Compensation Plan
(“Plan”) on January 13, 1999 (the “Option
Grant Date”), you have been granted Non-Qualified Stock
Options (the “Options”) to purchase 75,000 Common
Shares at a price per share as set forth in paragraph 1 below (the
“Exercise Price”), which may be exercised, subject to
the provisions of the Plan, from time to time, in part as to such
Options as you specify or, if you so direct, with respect to the
full number of Common Shares then remaining subject to the Options,
during the period commencing July 13, 1999 and ending
January 13, 2009 (“Option Expiration Date”).
(Unless otherwise indicated, the capitalized terms used herein
shall have the same meaning as set forth in the Plan).
1. As to
one-third of such Options, the Exercise Price of such Options shall
be $40.00 per Common Share; (ii) as to one-third of such
Options, the Exercise Price of such Options shall be $45.00 per
Common Share; and (iii) as to one-third of such Options, the
Exercise Price of such Options shall be $50.00 per Common Share.
Within the foregoing limits, at the time or times you exercise
Options granted hereunder, you shall specify the number of Options
being exercised and the Exercise Price of the Options you desire to
exercise. Upon exercise of Options with a specified Exercise Price,
the number of Options, if any, remaining available for future
exercise at that specified Exercise Price shall be reduced
accordingly.
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