SUPPLEMENTAL RETIREMENT BENEFIT
PLAN
KEYCORP
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
FOR KEY EXECUTIVES
RESTATED AUGUST 16, 1990
The purpose of
this Supplemental Retirement Benefit Plan for Key Executives is to
provide certain employees with supplemental retirement benefits. It
is intended that this Plan will aid in attracting and retaining
employees of exceptional ability by providing them with this
benefit. This Plan is effective on July 1, 1990.
For the purposes
herein, the following terms shall have the meaning
indicated:
1.1 Board .
“Board” shall mean the Board of Directors of KeyCorp as
from time to time constituted.
1.2 Credited
Service . “Credited Service” shall mean the same
period of time as constitutes Credited Service for that Participant
under the Pension Plan except that:
(a) It shall not
be subject to a thirty-five (35) year maximum, and
(b) It shall
continue to accrue during periods of total and permanent disability
to the extent provided by Article VI hereof.
1.3 Effective
Date . “Effective Date” shall mean July 1,
1990.
1.4
Employee . “Employee” shall mean any person
regularly employed by the Employer, including officers, but not
including directors unless a director is also an
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RETIREMENT BENEFIT PLAN FOR KEY EXECUTIVES
officer or
employee of the Employer, nor attorneys or other persons doing
independent professional work who are retained by the
Employer.
1.5
Employer . “Employer” shall mean KeyCorp and all
of its wholly-owned subsidiaries, each with respect to its own
Employees.
1.6 Final
Average Salary . “Final Average Salary” shall mean
the average of the annual Salary of a Participant for the highest
three (3) calendar years out of the last five
(5) calendar years preceding the Participant’s
termination of employment; if the Participant has less than three
(3) years of employment, the average shall be for all of the
Participant’s years of employment. If the Participant is not
compensated for all or a part of a year in such period because of
an absence, the number of complete months in which the Participant
received no compensation during such year shall be disregarded in
determining Final Average Salary.
1.7 Incentive
Compensation . “Incentive Compensation” shall mean
amounts payable to a participant under the KeyCorp Executive
Incentive Compensation Plan.
1.8
Participant . “Participant” shall mean an
employee entitled to participate in this Plan in accordance with
Article II hereof.
1.9 Pension
Plan . “Pension Plan” shall mean the KeyCorp
Pension Plan as amended from time to time.
1.10 Plan .
“Plan” shall mean the KeyCorp Supplemental Retirement
Benefit Plan for Key Executives as contained herein or as amended
from time to time.
1.11 Plan
Year . “Plan Year” shall mean the calendar
year.
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1.12 Salary
. “Salary” shall mean the base salary and Incentive
Compensation of an Employee exclusive of bonuses, overtime pay and
other extra compensation. For this purpose, the basic salary of an
Employee shall include:
(a) Amounts that
are the subject of a deferred compensation agreement between the
Employee and the Employer;
(b) Amounts that
are the subject of a Salary Reduction Agreement within the meaning
of the KeyCorp Profit Sharing Plus Plan; and
(c) Amounts that
are the subject of a salary reduction arrangement between the
Employee and the Employer in accordance with the Internal Revenue
Code Section 125.
1.13
Service . “Service” shall mean the same period
of time as constitutes Service for that Participant under the
Pension Plan.
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RETIREMENT BENEFIT PLAN FOR KEY EXECUTIVES
2.1 General
Rules . Participation shall be limited to Participants of the
KeyCorp Supplemental Retirement Benefit Plan for Key Executives who
are designated as Participants of this Plan by the Board. A
Participant in this Plan shall not also be a Participant in the
KeyCorp Supplemental Retirement Benefit Plan.
2.2
Reemployment of Participant . A Participant who has
terminated his employment and subsequently is reemployed shall
become a Participant immediately upon his reemployment provided
that the Board again designates him for participation in the
Plan.
2.3 Prospective
Changes in Participation Requirements . The Employer, in its
sole discretion, reserves the right to alter the requirements for
participation in Section 2.1 at any time and from time to
time; provided, however, that any such change shall not cause any
Employee who became a Plan Participant hereunder prior to the
effective date of such change to become ineligible hereunder by
virtue of such change.
2.4 Vesting
. A Participant shall be one-hundred percent (100%) vested in
benefits under this Plan upon completion of five (5) years of
Credited Service.
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RETIREMENT BENEFIT PLAN FOR KEY EXECUTIVES
ARTICLE III
RETIREMENT CONDITIONS
3.1 Normal
Retirement . Except as may be provided in an applicable
Appendix to the Plan, the Normal Retirement Date of a Participant
shall be the earliest of:
(a) The first day
of the month coinciding with or next following the date he attains
the age of sixty-five (65); or
(b) The first day
of the month coinciding with or next following the date that the
Participant both attains the age of sixty-two (62) and
completes fifteen (15) years of Credited Service.
3.2 Delayed
Retirement Date . A Participant may continue in the employment
of the Employer beyond his Normal Retirement Date, but, to the
extent permitted by applicable law, he may continue in the
employment of the Employer beyond his seventieth (70th) birthday
only if agreed to by the Employer. To the extent permitted by
applicable law, a Participant continuing in employment beyond his
seventieth (70th) birthday shall retire from the employment of the
Employer on the first day of the month coinciding with or next
following the end of the last approved period of
employment.
3.3 Early
Retirement Date . A Participant may retire from employment of
the Employer prior to his Normal Retirement Date, on the first day
of any month coinciding with or following the date on which he has
either attained the age of sixty (60), or both attained the age of
fifty (50) and completed at least fifteen (15) years of
Credited Service.
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ARTICLE IV
RETIREMENT ALLOWANCES
4.1 Normal
Retirement Allowance . A Participant shall, upon retirement at
his Normal Retirement Date, receive a monthly retirement allowance
which shall commence on such retirement date and shall be payable
in the form and over such duration as elected by the Participant.
The amount of each such retirement allowance shall be equal to
(a) plus (b) minus (c) as follows:
(a) One-twelfth
(1/12th) of seventy-five percent (75%) of his Final Average Salary
reduced by two (2) percentage points for the number of years
by which the Participant’s total years of Credited Service at
his Normal Retirement Date is less than twenty-five (25) years
(rounded down to the nearest whole year), multiplied by a fraction,
the numerator of which is the Participant’s years of Credited
Service earned prior to January 1, 1988, and the denominator
of which is the Participant’s total years of Credited Service
at his Normal Retirement Date.
(b) One-twelfth
(1/12th) of sixty-five percent (65%) of his Final Average Salary
reduced by 2.6 percentage points for the number of years by
which the Participant’s total years of Credited Service at
his Normal Retirement Date is less than twenty-five (25) years
(rounded down to nearest whole year), multiplied by a fraction, the
numerator of which is the Participant’s years of Credited
Service earned after December 31, 1987, and the denominator of
which is the Participant’s total Years of Credited Service at
his Normal Retirement Date.
(i) His monthly
retirement benefit under the Pension Plan determined at his Normal
Retirement Date; and
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(ii) His monthly
Primary Social Security Benefit as defined in the Pension
Plan.
4.2 Delayed
Retirement Allowance . Upon retirement after his Normal
Retirement Date, a Participant shall receive a monthly allowance
which shall commence on the first day of the month coincident with
or next following the date of such retirement and shall be payable
in the form and over such duration as elected by the Participant
pursuant to Section 4.5. The amount of each such monthly
retirement allowance shall be computed in the same manner as the
Normal Retirement Allowance except that Final Average Salary and
Credited Service will be determined as of the Delayed Retirement
date.
4.3 Early
Retirement Allowance . Upon retirement at his Early Retirement
Date, a Participant shall receive a monthly retirement allowance,
which shall commence on the first day of any month coinciding with
or preceding his Normal Retirement Date and shall be payable in the
form and over such duration as elected by the Participant pursuant
to Section 4.5. The amount of each such monthly retirement
allowance shall be equal to the product of items (a), (b) and
(c) below:
(a) A monthly
retirement allowance determined in the same manner as for
retirement at his Normal Retirement Date except that:
(i) Credited
Service shall be determined as if the Participant had in fact
continued in active employment until his Normal Retirement Date;
and
(ii) Final Average
Salary shall be determined as of the date of his actual
retirement.
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(b) The ratio that
the Participant’s Credited Service to the date of his actual
retirement bears to the Credited Service that he would have had if
he had continued in employment until his Normal Retirement Date.
For this purpose, the Normal Retirement Date of a Participant shall
be the earliest date on which the Participant could have retired
under Section 3.1.
(c) Actuarial
reduction factors which take into account the commencement of
benefits prior to a Participant’s Normal Retirement Date.
Such actuarial reduction factors shall be the same factors as are
then applicable under the Pension Plan with respect to the
commencement of benefits before a Participant’s Normal
Retirement Date under the Pension Plan.
4.4 Vested
Termination Allowance . A vested Participant, who terminates
before his Early Retirement Date, shall receive a monthly
retirement allowance, which shall commence on the first day of the
month coinciding with or next following his sixty-fifth (65th)
birthday and shall be payable in the form and over such duration as
elected by the Participant pursuant to Section 4.5. The amount of
each such monthly retirement allowance shall be equal to the
product of items (a) and (b) below:
(a) A monthly
retirement allowance determined in the same manner as for
retirement at his Normal Retirement Date except that:
(i) Credited
Service shall be determined as if the Participant had in fact
continued in active employment until his sixty-fifth (65th)
birthday; and
(ii) Final Average
Salary shall be determined as of the date of his actual
retirement.
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(b) The ratio that
the Participant’s Credited Service to the date of his actual
retirement bears to the Credited Service that he would have had if
he had continued in employment until his sixty-fifth (65th)
birthday.
4.5 Optional
Methods of Retirement Payments . The benefits hereunder shall
be paid in accordance with the optional method of retirement
payment that has been elected by the Participant at the time of
initial Plan participation. The Participant may elect one of the
following payment forms:
(a) Joint and
fifty percent (50%) survivor benefit.
(b) Joint and one
hundred percent (100%) survivor benefit.
(c) Ten
(10) year certain and life.
(d) Fifteen
(15) year certain and life.
The same
actuarial reduction factors and method of calculating actuarial
equivalence under the Pension Plan shall be applicable under this
Plan. Any such optional method of retirement payment shall be the
actuarial equivalent of the actual dollar amount of lifetime
retirement allowance otherwise payable from this Plan after
adjustment for the benefit payable from the Pension Plan and the
Primary Social Security Benefit.
4.6 Special
Rules With Regard to Calculation of Retirement Allowances
. The following special rules shall be applicable with regard to
the calculation of retirement allowances under the Plan:
(a) A
Participant’s monthly retirement benefit under the Pension
Plan shall mean the benefit to which the Participant is or, upon
proper application, would be, entitled under the Pension Plan. For
this purpose, the benefit to which
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the Participant
would be entitled under the Pension Plan is the benefit which he
could receive if he elected to commence payments at the earliest
time available under the Pension Plan, notwithstanding when he
actually elects to have benefits commence.
(b) The
Participant’s Primary Social Security Benefit shall mean the
Primary Social Security Benefit payable, if proper application were
made, when the Participant retires under this Plan.
If a Participant
is not eligible for such Primary Social Security Benefit upon his
retirement under this Plan, and upon proper application would not
be so entitled, then no Primary Social Security Benefit shall be
taken into account under Section 4.1 until the earliest date
at which he is eligible to receive such benefits if proper
application were made. In such an event, the Primary Social
Security Benefit to which such Participant is or, upon proper
application, would be entitled at such earliest date shall be taken
into account under Section 4.1 in calculating his benefits
under this Plan from and after such date. Once such Primary Social
Security Benefits are taken in
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