SUPPLEMENTAL RETIREMENT BENEFIT
PLAN
The purpose of
this Supplemental Retirement Benefit Plan 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 as of January 1, 1981.
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 January 1,
1981.
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 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.
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 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.
|
|
(a)
|
|
PARTICIPATION PRIOR TO JANUARY 1,
1988. Each Employee who was a Participant as of December 31,
1987 shall continue to be a Participant provided that he continues
to meet the requirement for eligibility.
|
|
|
(b)
|
|
PARTICIPATION SUBSEQUENT TO DECEMBER
31, 1987. Except as may be provided in an applicable Appendix to
the Plan, any other Employee shall become a participant on the
January 1 coincident with or next following his designation by the
Board as being eligible for benefits under the 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.
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. 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.
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 (1412) 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 (1/12) of sixty-five
percent (65%) of his Final Average Salary reduced by two and
six-tenths (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.
|
|
|
|
|
|
|
|
(c)
|
|
The
sum of:
|
|
|
(i)
|
|
His
monthly retirement benefit under the Pension Plan determined at his
Normal Retirement Date; and
|
|
|
|
|
|
|
|
(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.
|
|
|
(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 termination.
|
|
|
(b)
|
|
The
ratio that the Participant’s Credited Service to the date of
his actual termination 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.
|
|
|
|
|
|
|
|
(e)
|
|
Single life annuity.
|
The same actuarial
reduction factors and method of calculating actuarial equivalence
under the KeyCorp Pension Plan (1989 Restatement) 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 KeyCorp
Pension Plan (1989 Restatement) 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 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 into account under Section 4.1, any subsequent change in
the Participant’s Primary Social Security Benefits (whether
such change is the result of applying a cost-of-living increase, or
recomputing the benefit based upon more recent compensation or
otherwise) shall be disregarded.
|
|
(c)
|
|
If
a Participant is not a participant in the Pension Plan, his benefit
will be determined without reference to the amount of his benefit
under the Pension Plan specified in Section 4.1; provided,
however, that if such Participant is a participant in a defined
benefit pension plan qualified under Internal Revenue Code
Section 401(a), maintained by the Employer or any subsidiary
thereof, other than the Pension Plan, then the benefit payable to
such Participant under such other plan, determined in accordance
with subsection (a) above, shall be applied in lieu of the
amount of his benefit under the Pension Plan specified in
Section 4.1.
|
|
|
|
|
|
|
|
(d)
|
|
If
a Participant is entitled to receive a benefit from the Pension
Plan and also from another defined benefit pension plan qualified
under Internal Revenue Code Section 401(a), maintained by the
Employer or any subsidiary thereof, then the amount payable from
such other plan, determined in accordance with subsection
(a) above, shall be added to the amount of his benefit under
the Pension Plan taken into account in accordance with
Section 4.1.
|
|
|
|
|
|
|
|
(e)
|
|
Specific exceptions to the
provisions of the Plan related to the calculation of Retirement
Allowances shall be governed by the Appendices which are
incorporated as part of this Plan.
|
5.1 DEATH PRIOR TO
RETIREMENT.
|
|
(a)
|
|
If
a Participant dies in active employment and prior to becoming
eligible for either an Early Retirement Allowance or a Normal
Retirement Allowance hereunder, no death benefit shall be payable
from this Plan.
|
|
|
|
|
|
|
|
(b)
|
|
If
a Participant dies in active employment but after becoming eligible
for either an Early Retirement Allowance or a Normal Retirement
Allowance, and is survived by his spouse, a monthly retirement
allowance shall be paid to his surviving spouse commencing on the
first day of the month coincident with or next following his date
of death and continuing on the first day of each month thereafter
during his spouse’s lifetime. Each such monthly retirement
allowance
|
|
|
|
|
shall equal seventy-five percent
(75%) of the monthly retirement allowance to which the Participant
would have been entitled had he retired on his date of
death.
|
|
|
|
|
|
|
|
|
|
For
the purpose of calculating this death benefit only, the following
special rules apply with respect to the calculation of the Primary
Social Security Benefit which the Participant would have been
entitled to receive:
|
|
|
(i)
|
|
If
both the Participant had attained his sixty-second (62nd) birthday
and his spouse had attained her sixtieth (60th) birthday on the
Participant’s date of death, then the Primary Social Security
Benefit to which the Participant would have been entitled had he
retired on his date of death instead of dying and then commenced
receiving Social Security benefits will be applied.
|
|
|
|
|
|
|
|
(ii)
|
|
In
all other cases, the Primary Social Security Benefit shall be
deemed to be zero.
|
5.2 DEATH AFTER
COMMENCEMENT OF RETIREMENT ALLOWANCE. Except as provided in
Section 4.5, all rights to any benefits under the Plan will
cease upon the death of any Participant for whom retirement
allowances have commenced.
6.1 TOTAL AND
PERMANENT DISABILITY DEFINED. Total and permanent disability shall
mean such disability as, after the expiration of the waiting period
provided by law, will entitle the Participant to receive disability
benefit payments in accordance with Title II of the United States
Social Security Act.
6.2 TERMINATION
PRIOR TO TEN (10) YEARS OF CREDITED SERVICE. A Participant who
terminates his employment with the Employer because of total and
permanent disability and who has completed less than ten
(10) years of Credited Service at such time shall not thereby
be entitled to any benefits from the Plan.
6.3 TERMINATION
AFTER TEN (10) YEARS OF CREDITED SERVICE. A Participant who
terminates his employment with the Employer because of total and
permanent disability and who has completed ten (10) or more
years of Credited Service shall be subject to whichever of the
following subsections shall be applicable:
|
|
(a)
|
|
If
he shall (after the applicable statutory waiting period) be
continuously disabled and entitled to Social Security disability
benefits until his attainment of age sixty-five (65), then he shall
receive a monthly retirement allowance from this Plan commencing
upon the first day of the month coincident with or next following
the attainment of his sixty-fifth (65th) birthday and payable on
the first day of each
|
|
|
|
|
month thereafter for his remaining
lifetime. Such monthly retirement allowance shall be 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 termination of employment
due to disability.
|
|
|
(b)
|
|
If
he shall (after the applicable statutory waiting period) not be
continually disabled and entitled to Social Security disability
benefits until his attainment of age sixty-five (65), he shall not
be entitled to a disability benefit from this Plan, but shall be
subject to the provisions of Section 6.4 hereof.
|
6.4 RECOVERY FROM
DISABILITY PRIOR TO N
|
