KEYCORP
EXCESS CASH BALANCE PENSION PLAN
The KeyCorp Excess
Cash Balance Pension Plan (“Plan”) originally
established effective January 1, 1995, is hereby amended and
restated in its entirety effective January 1, 1998. The Plan
as amended and restated is intended to provide certain key
Employees of KeyCorp with a Plan benefit that is generally equal to
the benefit that the Participant would have been eligible to
receive under the KeyCorp Cash Balance Pension Plan but for the
limitations imposed by Section 401(a)(17) and Section 415
of the Internal Revenue Code of 1986, as amended. It is the
intention of the Plan and it is the understanding of those
Participants covered under the Plan that the Plan is unfunded for
tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended.
2.1
Meanings of Definitions. As used herein, the
following words and phrases shall have the meanings hereinafter set
forth, unless a different meaning is plainly required by the
context:
(a)
“Beneficiary” shall mean the Participant’s
surviving spouse who is entitled to receive any Plan benefits in
the event the Participant dies before his or her Excess Pension
Benefit shall have been distributed to him or her in
full.
(b)
“Credited Service” shall be calculated by
measuring the period of service commencing on the
Participant’s Employment Commencement Date and Re-Employment
Commencement Date, if applicable, and ending on the
Participant’s Severance from Service Date, and shall be
computed based on each full month during which time the Employee is
employed by an Employer.
(c)
“Compensation” of a Participant for any Plan
Year or any partial Plan Year in which the Participant incurs a
Severance From Service Date shall mean the entire amount of
compensation paid to such Participant during such period by reason
of his employment as an Employee, as reported for federal income
tax purposes, or which would have been paid except for (1) the
timing of an Employer’s payroll processing operations,
(2) the Participant’s written election to defer the
receipt of compensation during the Plan Year, (3) the
provisions of the KeyCorp 401(k) Savings Plan, or (4) the
provisions of the KeyCorp Flexible Benefits Plan provided, however,
the term shall not include:
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(i)
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any
amount attributable to the Participant’s exercise of stock
appreciation rights and the amount of any gain to the Participant
upon the exercise of stock options;
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(ii)
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any
amount attributable to the Participant’s receipt of non-cash
remuneration whether or not it is included in the
Participant’s income for federal income tax
purposes;
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(iii)
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any
amount attributable to the Participant’s receipt of moving
expenses and any relocation bonus paid to the Participant during
the Plan Year;
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(iv)
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any
amount attributable to any severance paid by an Employer or the
Corporation to the Participant;
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(v)
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any
amount attributable to fringe benefits (cash and
non-cash),
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(vi)
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any
amount attributable to any bonus or payment made as an inducement
for the Participant to accept employment with an
Employer,
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(vii)
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any
amount attributable to salary deferrals paid to the Participant
during the Plan Year, which have been previously included as
Compensation under the Plan during the Plan Year or any prior Plan
Year,
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(viii)
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any
amount paid to the Participant during the Plan Year which is
attributable to interest earned on Compensation deferred under a
plan of an Employer or the Corporation; and
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(ix)
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any
amount paid for any period after the Participant’s
Termination or Retirement date; and
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In determining a
Participant’s Compensation under the provisions of this
Section 2.1(c), for those Plan Participants who participate in
a line of business incentive plan (other than the KeyCorp Annual
Incentive Plan, the KeyCorp Long Term Incentive Plan and/or the
KeyCorp Staff Incentive Plan), compensation up to a Plan maximum of
$500,000 minus the amount of the Participant’s compensation
utilized in computing his or her Pension Plan benefit in accordance
with Section 401(a)(17) of the Code shall be utilized in
calculating the Participant’s benefit under the
Plan.
In the case of a
Disabled Participant, such Participant’s Compensation for
each year while Disabled shall equal an amount which shall reflect
the Participant’s Compensation for the calendar year
preceding the date of the Participant’s
Disability.
(d)
“Corporation” shall mean KeyCorp, an Ohio
corporation, its corporate successors, and any corporation or
corporations into or with which it may be merged or
consolidated.
(e)
“Employee” shall mean a common law employee who
is employed by an Employer; provided, however, the term
“Employee” shall not include any person who at the time
services are performed is not classified as a common law employee
by the Employer even though such person may for federal income tax
purposes, federal employment tax purposes, or any other purpose be
reclassified by the Employer as a common law employee retroactive
to when such services were performed by reason of administrative,
judicial, regulatory or other governmental action.
(f)
“Employer” shall mean KeyCorp and all of its
subsidiaries or affiliates unless specifically excluded as an
Employer for Plan purposes by written action by an officer of the
Corporation. An Employer’s participation shall be subject to
any and all conditions and requirements made by the Corporation as
the Plan Administrator, and each Employer shall be deemed to have
appointed the Plan Administrator as its exclusive agent under the
Plan.
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(g)
“Excess Pension Benefit” shall mean the vested
pension benefit payable pursuant to the terms of this Plan to a
Participant meeting the eligibility requirements of
Section 3.1 of the Plan.
(h)
“Interest Credit” shall mean the rate at which a
Participant’s Opening Account Balance as provided for under
Section 3.3 of the Plan is periodically increased on a
bookkeeping basis. The Interest Credit allocated to a
Participant’s Opening Account Balance shall be determined
based on one-quarter of the effective annual calendar-year interest
rate equal to the average (rounded to the nearest one-hundredth of
one percent) 5-year United States Treasury Bill rate in effect each
month during the twelve (12) month period ending on
October 31 or the last business day in October of the
preceding calendar year. The procedures to determine such Interest
Credit shall be determined by the Pension Trust Oversight
Committee, and the Pension Trust Oversight Committee in its sole
and exclusive discretion may modify the Interest Credit to be
allocated under the Plan.
(i)
“Participant” shall mean an Employee who is a
participant in the Pension Plan and who is selected by the
Corporation to become a Participant in the Plan, and whose
participation in the Plan has not been terminated by the
Corporation.
(j)
“Pension Plan” shall mean the KeyCorp Cash
Balance Pension Plan as the same shall be in effect on the date of
a Participant’s Retirement, death, Disability or other
termination of employment.
(k)
“Retirement” shall mean the termination of
employment of a Participant under circumstances in which the
Participant begins to receive an Early Retirement or Normal
Retirement Date benefit under the KeyCorp Cash Balance Pension
Plan.
(l)
“Supplemental Retirement Plan” shall mean the
KeyCorp Supplemental Retirement Plan (formerly known as the Society
Corporation Supplemental Retirement Plan), the KeyCorp Supplemental
Retirement Benefit Plan, and the KeyCorp Supplemental Retirement
Benefit Plan for Key Executives, with all amendments,
modifications, and supplements which may be made
thereto.
(m)
“Termination” shall mean the voluntary or
involuntary and permanent termination of a Participant’s
employment from his or her Employer and any other Employer, whether
by resignation or otherwise.
All other
capitalized and undefined terms used herein shall have the meanings
given them in the Pension Plan, unless a different meaning is
plainly required by the context.
The masculine
gender includes the feminine, and singular references include the
plural, unless the context clearly requires otherwise.
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) retires on or after age 65 with five or more years of
Credited Service, (ii) terminates employment with an Employer
on or after age 55 with ten or more years of Credited Service,
(iii) terminates his 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
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under the
Pension Plan, or (iv) dies after completing five years of
Credited Service, and has a Beneficiary who is eligible for a
benefit under the Pension Plan.
3.2
Amount of Excess Pension Benefit . The Excess Pension
Benefit payable to a Participant shall be in such amount as is
required, when added to the Accrued Benefit payable in lump sum
form to the Participant under the Pension Plan as of the
Participant’s Retirement or Termination date, to produce a
lump sum cash aggregate benefit equal to the benefit which would
have been payable under the Pension Plan formula in lump sum form
to the Participant if the limitations of Section 401(a)(17) of the
Code and the limitations of Section 415 of the Code had not
been in effect. For purposes of this Section 3.2 hereof, the
term “Pension Plan formula” means the method of
calculating a Participant’s pension benefit as reflected in
Article IV of the Pension Plan, and shall not include any
Predecessor Plan Grandfathered Benefits formula.
3.3
Opening Account Balance .
(1) Effective January 1, 1995, all
“Employees” (other than “Grandfathered
Employees”) as defined in the Society Corporation
Supplemental Retirement Plan, as amended and restated as the
KeyCorp Supplemental Retirement Plan (“Supplemental
Retirement Plan”) whose Supplemental Retirement Plan benefit
was valued as of January 1, 1995 in the form of a lump sum
cash benefit and thereafter the value of which was transferred to
the Plan pursuant to the provisions of Article IX of the
Supplemental Retirement Plan, shall have the value of such lump sum
cash benefit reflected in a bookkeeping opening account balance
(“Opening Account Balance”) established for such
Participant. Such Opening Account Balance shall be credited with
Interest Credit as of the last day of each calendar quarter, based
on the value of the Participant’s Opening Account Balance as
of the first day of the applicable quarter. A Participant’s
entitlement to such Opening Account Balance shall be governed by
the eligibility provisions of Section 3.1 of this Plan, and
the value of the Opening Account Balance shall be added to and
become a part of such Participant’s Excess Pension Benefit,
if any, which shall be payable in accordance with the terms of this
Plan.
(2) Effective January 1, 1995, all
participants in the Ameritrust Corporation Excess Benefit Plan and
all participants in the Ameritrust Corporation Deferred
Compensation Plan (augmented retirement be
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