FIRST
AMENDMENT
TO THE KEYCORP
EXCESS CASH BALANCE PENSION PLAN
WHEREAS ,
KeyCorp has established the KeyCorp Excess Cash Balance Pension
Plan (the “Plan”), and
WHEREAS ,
the Board of Directors of KeyCorp has authorized its Compensation
and Organization Committee to permit amendments to the Plan,
and
WHEREAS ,
the Compensation and Organization Committee of the Board of
Directors of KeyCorp has determined it desirable to amend the Plan
and has accordingly authorized the execution of this First
Amendment,
NOW,
THEREFORE , pursuant to such action of the Compensation
Committee, the Plan is hereby amended as follows:
1.
Article III , Section 3.1 shall be amended to
delete it in its entirety and to substitute therefore the
following:
“3.1
Eligibility . Subject to the provisions of
Article V hereof, a Participant shall be eligible for an
Excess Pension Benefit hereunder if the Participant
(i) terminates employment with an Employer on or after age 55
with five or more years of Credited Service, (ii) terminates
his or her active employment with an Employer upon becoming
Disabled after completing five or more years of Credited Service
and disability benefits have ceased under the KeyCorp Long-Term
Disability Plan due to the Participant’s election of an Early
or Normal Retirement under the Pension Plan, or (iii) dies after
completing five years of Credited Service, and has a Beneficiary
who is eligible for a benefit under the Pension
Plan.”
2.
Article IV , Section 4.1 shall be amended to add
the following new paragraph at the end of such Section:
“Notwithstanding the foregoing provisions
of this Section 4.1, however, in the event of the
Participant’s termination, Retirement or Disability and
within twelve months of such termination, Retirement, or Disability
date the Participant engages in any Harmful Activity, such
Participant’s distribution election (if other than a lump sum
distribution) shall become null and void, and the Participant shall
receive an immediate lump sum distribution of his or her vested
Excess Pension Benefit.
For purposes of
this Section 4.1, a “Harmful Activity” shall have
occurred if the Participant shall do any one or more of the
following:
1
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(i)
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Use, publish, sell, trade or
otherwise disclose Non-Public Information of KeyCorp unless such
prohibited activity was inadvertent, done in good faith and did not
cause significant harm to KeyCorp.
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(ii)
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After notice from KeyCorp, fail to
return to KeyCorp any document, data, or thing in his or her
possession or to which the Participant has access that may involve
Non-Public Information of KeyCorp.
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(iii)
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After notice from KeyCorp, fail to
assign to KeyCorp all right, title, and interest in and to any
confidential or non-confidential Intellectual Property which the
Participant created, in whole or in part, during employment with
KeyCorp, including, without limitation, copyrights, trademarks,
service marks, and patents in or to (or associated with) such
Intellectual Property.
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(iv)
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After notice from KeyCorp, fail to
agree to do any acts and sign any document reasonably
requ
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