EX-10.22






Exhibit 10.22




KEYCORP AMENDED AND RESTATED

SECOND DIRECTOR DEFERRED COMPENSATION PLAN




     The KeyCorp Amended and Restated Second Director Deferred Compensation Plan (the “Plan) as
amended in 2007, is hereby amended and restated in its entirety to be effective as of December 31,
2008. The Plan, as amended, is designed to provide Directors of KeyCorp with the opportunity to
defer the payment of their directors’ fees in accordance with the provisions of this Plan. It is
the intention of KeyCorp and it is the understanding of the Directors participating in the Plan
that the Plan constitutes a nonqualified plan of deferred compensation that is subject to the
provisions of Section 409A of the Code and the applicable regulations issued thereunder.



ARTICLE I

DEFINITIONS





For the purposes hereof, the following words and phrases shall have the meanings indicated.




	 	1.	 	“Account” shall mean the bookkeeping account established in accordance with
Article II hereof.
	 
	 	2.	 	“Beneficiary” shall mean any person designated by a Participant in accordance
with the Plan to receive payment of all or a portion of the remaining balance of the
Participant’s Account in the event of the death of the Participant prior to receipt by
the Participant of the entire amount credited to the Participant’s Account.
	 
	 	3.	 	“Change of Control” shall be deemed to have occurred if, under any rabbi trust
arrangement maintained by the Corporation (the “Trust”), as such Trust may from time to
time be amended or substituted, the Corporation is required to fund the Trust to secure
the payment of any Deferred Shares because a “Change of Control,” as defined in the
Trust, has occurred on or after the effective date of the Plan.
	 
	 	4.	 	“Corporation” shall mean KeyCorp, a bank holding company and its corporate
successors, including the surviving corporation resulting from any merger of KeyCorp
with any other corporation or corporations.
	 
	 	5.	 	“Director” shall mean (i) any member of the Board of Directors of the
Corporation and (ii) any member of the Board of Directors of a Subsidiary.
	 
	 	6.	 	“Election Agreement” shall mean the written election to defer Fees signed in
writing by the Director and in the form provided by the Corporation. Election
Agreements shall be irrevocable.
	 
	 	7.	 	“Fees” shall mean the fees earned as a Director.
	 
	 	8.	 	“Participant” shall mean any Director who has at any time elected to defer the
receipt of his or her Fees in accordance with the terms of the Plan.
	 
	 	9.	 	“Plan” shall mean this Second Director Deferred Compensation Plan, as the same
may be amended or substituted from time to time.




 









 






	 	10.	 	“Subsidiary” shall mean a corporation organized and existing under the laws of
the United States or of any state or the District of Columbia of which more than 50%
percent of the issued and outstanding stock is owned by the Corporation or by a
Subsidiary of the Corporation, and which has been designated by the Board of Directors
or the Chief Executive Officer of the Corporation as a Subsidiary eligible to
participate in the Plan.
	 
	 	11.	 	“Year” shall mean the calendar year.





ARTICLE II

ELECTION TO DEFER




     1. Eligibility. Any Director may elect to defer receipt of all or a specified portion
of his or her Fees for any Year in accordance with Section 2 of this Article.



     2. Election to Defer. A Director who desires to defer the payment of all or a portion
of his or her Fees for any Year must complete and deliver an Election Agreement to the Corporation
no later than the last day of the Year prior to the Year in which the Fees will be earned by the
Director; provided, however, that any Director hereafter elected to the Board of Directors of the
Corporation or a Subsidiary who was not a previously a Participant in the Plan may make an election
to defer the payment of Fees for the Year in which he or she is elected to the Board of Directors
by delivering the Election Agreement to the Corporation within 30 days of first becoming a
Director.



     3. Amount Deferred; Date of Deferral. A Participant shall designate on the Election
Agreement (a) the amount of his or her Fees that are to be deferred to the Plan for any Year, (b)
the date on which the Participant’s Fees shall be distributed, (c) whether the distribution of
deferred Fees is to be paid in its entirety or whether such Fees shall be paid in installments, and
(d) if in installments, the number of quarterly installments. Deferrals shall be until the earlier
to occur: (i) the date specified by the Participant which may be not later than the date on which
the Participant would attain age 72, or (ii) the date of death of the Participant, at which time
payment of the amount deferred shall be made in accordance with Section 7 or 10 of this Article. A
Participant may not select more than one date in each Election Agreement upon which distribution
shall be made or when installments shall begin; distribution dates shall be the first business day
of a calendar quarter.



     4. Account. The Corporation shall maintain an Account for the Fees deferred by each
Participant. A Participant shall designate on the Election Agreement whether to have the deferred
Fees valued on the basis of KeyCorp Common Shares in accordance with Section 5 of this Article or
based on an interest accrual in accordance with Section 6 of this Article. The Corporation may, if
necessary or desirable, establish separate Accounts for the Participant to properly account for
amounts deferred under the different alternatives and Years; all such Accounts are collectively
referred to herein as the Account. The Account based on KeyCorp Common Shares shall be known as
the “Common Shares Account”, and the interest bearing account shall be known as the “Interest
Bearing Account”; a Participant may defer a portion of his or her Fees into each type of Account.



     5. Common Shares Account. If a Participant elects to have all or a portion of his or
her Fees deferred into the Common Shares Account, as of the last business day of any quarter, there
shall be added to such Account the number of Common Shares (whole and fractional, rounded to the
nearest one-hundredth of a share) equal to the dollar amount of such Fees payable for such calendar
quarter plus all dividends payable during such quarter on the Common Shares held in the Account on
the first day of such quarter divided by the market value of the Common Shares at the close of
business on the last business day of such quarter.



 









 





     6. Interest Bearing Account. If a Participant elects to have all or a portion of his
or her Fees deferred into the Interest Bearing Account, there shall be added to the Account as of
the last business day of each calendar quarter the dollar amount of such Fees payable for such
calendar quarter plus all interest payable on such Interest Bearing Account for such quarter as
follows: A Participant’s account will receive interest as of each month equal to 120% of the
applicable long term federal rate as published by the Internal Revenue Service for that month,
compounded monthly, and divided by 12.



     7. Payment of Account; Period of Deferral. The amount of a Participant’s Account
shall be paid to the Participant in a single payment and/or in a number of individual,
substantially equal consecutive quarterly installments (not to exceed 40), as elected by the
Participant in his or her Election Agreement. Distributions from the Interest Bearing Account
shall be made in cash. Distributions from the Common Shares Account shall be made in Common
Shares. The amount of the Account remaining after payment of each individual installment shall
continue to be valued in accordance with Section 5 of this Article or bear interest in accordance
with Section 6 of this Article. Full payment or the first quarterly installment, as the case may
be, shall be made in accordance with the terms of the Participant’s Election Agreement as soon as
administratively practicable following the Participant’s designated payment date, but in any event
no later than 90 days following the date (i) on which the Participant has elected to commence
distribution of his or her Account, or (ii) of the Participant’s death.



     Any installment payment shall be made pro rata from the Common Shares Account and the Interest
Bearing Account. The election as to the time for and method of payment of the amount of the
Account relating to Fees deferred for a particular Year shall be made on the Election Agreement(s)
and thereafter shall not be altered except as provided in Section 10 of this Article.



     In the event that a Participant elects to receive installment payments under this Section 7,




	 	(a)	 	The amount of the distribution from the Common Shares Account shall be valued
based on the fair market value of the Common Shares on the last business day of the
calendar quarter immediately prior to the distribution date;
	 
	 	(b)	 	The amount of the distribution from the Interest Bearing Account shall be
valued based on the value of such Account on the last business day of the calendar
quarter immediately prior to such distribution date;
	 
	 	(c)	 	The amount of each installment shall be determined by dividing the value of the
Common Shares Account, the Interest Bearing Account, or both, as the case may be, by
the number of installments remaining to be paid to the Participant.





     8. Small Payments. If the quarterly installment payment elected under any Election
Agreement would result in a quarterly payment of less than $500 in cash or Common Shares, as the
case may be, the Participant shall receive an immediate lump sum payment of the entire amount of
the Account but in any event no later than 90 days following such distribution date.



     9. Death of Participant. In the event of the death of a Participant, the amount of
the Participant’s Account shall be paid to the Beneficiary or Beneficiaries designated in writing
signed by the Participant in the form provided by the Corporation; in the event there is more than
one Beneficiary, such form shall include the proportion to be paid to each Beneficiary and indicate
the disposition of such share if a Beneficiary does not survive the Participant; in the absence of
any such designation, payment from the Account shall be divided equally among all other
Beneficiaries. A Participant’s Beneficiary designation may be changed at any time prior to the
Participant’s death by execution and delivery of a



 









 







new Beneficiary designation form. The form on
file with the Corporation at the time of the Participant’s death which bears the latest date shall
govern. In the absence of a Beneficiary designation or the failure of any Beneficiary to survive
the Participant, the amount of the Participant’s Account shall be paid to the Participant’s estate
in its entirety ninety days after the appointment of an executor or administrator. In the event of
the death of any Beneficiary after the death of a Participant, the remaining amount of the Account
payable to such Beneficiary shall be paid in its entirety to the estate of such Beneficiary ninety
days after the appointment of an executor or administrator for such estate.



     10. Acceleration.




	 	(a)	 	Change of Control Distribution Election. A Participant may elect at the time
that he or she first elects to participate in the Plan, to receive a special Change of
Control distribution of the Participant’s Account in the event of a Change of Control.
The Participant shall elect from one of the following special Change of Control
distribution options:






	 	(i)	 	upon the occurrence of a Change of Control, the entire
amount of the Participant’s Account will be immediately paid in full to
the Participant regardless of whether the Participant continues as a
Director after the Change of Control, but in any event no later than 90
days following such Change of Control;
	 
	 	(ii)	 	upon and after the occurrence of a Change of Control,
the entire amount of the Participant’s Account will be immediately paid
in full to the Participant, but only if either (a) the Participant is
not a Director as of immediately after the Change of Control, or (b)
the Participant ceases to be a Director within two Years after the
Change of Control. Such payment under (a) or (b) hereof shall be made
no later than 90 days following such applicable distribution date; or
	 
	 	(iii)	 	upon the occurrence of a Change of Control, the
payment elections specified in the Participant’s Election Agreement
shall govern irrespective of the Change of Control.






	 	(b)	 	Unforseeable Emergency. The Corporation may accelerate the distribution of all
or any portion of the Participant’s Account to the Participant in the event of a
Participant’s “unforeseeable emergency”. For purposes of this Section 10(b), the term
“unforeseeable emergency” shall mean a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant, the
Participant’s spouse, or the Participant’s dependent (as defined in Section 152 of the
Code, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), the loss of the
Participant’s property due to casualty, or such other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the
Participant. The determination of an “unforeseeable emergency” shall be determined in
accordance with the requirements of Section 409A of the Code and the applicable
regulations issued thereunder. Distribution of the Participant’s Account shall be
limited to the amount reasonably necessary to satisfy the emergency, and it shall
include any applicable taxes that are or will be owed by the Participant as a result of
the distribution.





     11. Change of Control. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control, no amendment or modification of this Plan may be
made at any time on



 









 







or after such Change of Control (1) to reduce or modify a Participant’s
Pre-Change of Control Account Balance, (2) to reduce or modify the Interest Bearing Account’s rate
of earnings on or method of crediting such earnings to a Participant’s Pre-Change of Control
Account Balance, (3) to reduce or modify the Common Shares Account’s method of calculating all
earnings, gains, and/or losses on a Participant’s Pre-Change of Control Account Balance, or (4) to
reduce or modify the Participant’s deferrals to be credited to a Participant’s Plan Account for the
applicable deferral period. For purposes of this Section 11, the term “Pre-Change of Control
Account Balance” shall mean, with regard to any Plan Participant, the aggregate amount of such
Participant’s prior deferrals with all earnings, gains, and losses thereon which are credited to
the Participant’s Plan Account through the close of the calendar Year in which such Change of
Control occurs.



     12. Common Stock Conversion. In the event of a Change of Control in which the Common
Shares of the Corporation are converted into or exchanged for securities, cash and/or other
property as a result of any capital reorganization or reclassification of the capital stock of the
Corporation, or as a result of the consolidation or merger of the Corporation with or into another
corporation or entity, or the sale of all or substantially all of its assets to another corporation
or entity, the Corporation shall cause the Common Shares Account to reflect the securities, cash
and other property to be received in such reorganization, reclassification, consolidation, merger
or sale on the balance in the Common Shares Account and, from and after such reorganization,
reclassification, consolidation, merger or sale, the Common Shares Account shall reflect all
dividends, interest, earnings and losses attributable to such securities, cash, and other property
(with any cash earning interest at the rate applicable to the Interest Bearing Account).



     13. Amendment in the Event of a Change of Control. On or after a Change of Control,
the provisions of Article I and Article II may not be amended or modified as such provisions apply
to the Participants’ Pre-Change of Control Account Balances.



     14. Statement. Each Participant shall receive a statement of his or her Account not
less than annually.



     15. Valuation of the Account. Each Account shall be valued as of the last day of each
calendar quarter until payment of a Participant’s Fees is made in full. If a Participant has
elected to have his or her Fees deferred into the Common Shares Account, the Corporation shall
ascertain the number of shares in the Account (whole and fractional, rounded to the nearest
one-hundredth of a share) after taking into account earnings to the Account under this Article and
distributions from the Account under this Article, based on the fair market value of the Common
Shares on the last business day of such calendar quarter. Automatically and without further action
by the Corporation, in the event of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination, exchange of shares, or a similar corporate
change, appropriate adjustments in the number and kind of shares held in a Participant’s Account
shall be made by the Corporation to reflect such change. If a Participant has elected to have his
or her Fees deferred into the Interest Bearing Account, the Corporation shall ascertain the value
of such Interest Bearing Account by adding to the value of the Account at the beginning of such
calendar quarter the dollar amount of the Fees deferred into the Account for such quarter, plus the
value of any interest paid on the Account in accordance with this Article, less any distributions
made from the Account in accordance with this Article.



     16. Plan Transfers.  Participants may elect to transfer equity awards (other than
stock option awards) granted under the
KeyCorp Directors’ Deferred Share Plan to the Plan,
provided, the Participant’s election to transfer such vested award is made in accordance with the
requirements of the grant agreement under which the award was issued and in accordance with the
subsequent deferral election requirements of Section 409A of the Code. Transferred awards shall be
fully vested under the



 









 







Plan and shall be subject to the distribution requirements contained within
the Participant’s transfer election form provided, however, that such Plan transfers shall be
deferred under the Plan for a minimum of five (5) full calendar years from the date of the
transfer. Transferred awards shall be subject to full investment diversification if cash based,
and transferred awards shall be invested in the in the Plan’s Common Stock Account if equity based.
Awards invested in the Plan’s Common Stock Account will not be subject to investment direction or
diversification. Transferred awards shall be separately maintained under the Plan.



ARTICLE III

ADMINISTRATION




     The Corporation shall be responsible for the general administration of the Plan and for
carrying out the provisions hereof. The Corporation shall have all such powers as may be necessary
to carry out its duties under the Plan, including the power to determine all questions relating to
eligibility for and the amount in an Account, all questions pertaining to claims for benefits and
procedures for claim review, and the power to resolve all other questions arising under the Plan,
including any questions of construction. The Corporation may take such further action as the
Corporation shall deem advisable in the administration of the Plan. The actions taken and the
decisions made by the Corporation hereunder shall be final and binding upon all interested parties.



ARTICLE IV

AMENDMENT AND TERMINATION




     The Corporation reserves the right to amend or terminate the Plan at any time by action of its
Board of Directors, the Compensation and Organization Committee or any other duly authorized
Committee of the Board of Directors; provided, however, that no such action shall adversely affect
any Participant or Beneficiary with respect to the amount credited to a Participant’s Account and
further provided that any such action shall be subject to the limitations set forth in Article II
hereof. No amendment or termination of the Plan shall result in an acceleration of Plan benefits
in violation of Section 409A of the Code.



ARTICLE V

MISCELLANEOUS




     1. No Present Interest. Subject to any federal statute to the contrary, no right or
benefit under the Plan and no right or interest in each Participant’s Plan Account shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge any right or benefit under the
Plan, or Participant’s Plan Account shall be void. No right, interest, or benefit under the Plan
or Participant’s Plan Account shall be liable for or subject to the debts, contracts, liabilities,
or torts of the Participant or Beneficiary. If the Participant or Beneficiary becomes bankrupt or
attempts to alienate, sell, assign, pledge, encumber, or charge any right under the Plan or
Participant’s Plan Account, such attempt shall be void and unenforceable.



     2. Plan Noncontractual. Nothing herein contained shall be construed as a commitment
to or agreement with any Director of the Corporation or a Subsidiary to continue such person’s
directorship with the Corporation or Subsidiary, and nothing herein contained shall be construed as
a commitment or agreement on the part of the Corporation or any Subsidiary to continue the
directorship or the rate of director compensation of any such person for any period. All Directors
shall remain subject to removal to the same extent as if the Plan had never been put into effect.



 









 





     3. Interest of Director. The obligation of the Corporation under the Plan to make
payment of amounts reflected on an Account merely constitutes the unsecured promise of only the
Corporation to make payments from its general assets as provided herein. Further, no Participant
or Beneficiary shall have any claim whatsoever against any Subsidiary for amounts reflected on an
Account. At its discretion, the Corporation may establish one or more trusts, with such trustees
as the Corporation may approve, for the purpose of providing for the payment of benefits owed under
the Plan. Although such a trust may be irrevocable, in the event of insolvency or bankruptcy of
the Corporation, such assets will be subject to the claims of the Corporation’s general creditors.
To the extent any benefits provided under the Plan are paid from any such trust, the Corporation
shall have no further obligation to pay them. If not paid from the trust, such benefits shall
remain the obligation of the Corporation.



     4. Claims of Other Persons. The provisions of the Plan shall in no event be construed
as giving any person, firm, or corporation any legal or equitable rights against the Corporation or
any Subsidiary, or the officers, employees, or directors of the Corporation or any Subsidiary,
except any such rights as are specifically provided for in the Plan or are hereafter created in
accordance with the terms and provisions of the Plan.



     5. Delegation of Authority. Any action to be taken by the Corporation’s Board of
Directors under this Plan may be taken by such Board’s Compensation and Organization Committee,
Executive Committee or any other duly authorized Committee of the Board of Directors.



     6. Severability. The invalidity and unenforceability of any particular provision of
the Plan shall not affect any other provision hereof, and the Plan shall be construed in all
respects as if such invalid or unenforceable provisions were omitted herefrom.



     7. Governing Law. The provisions of the Plan shall be governed and construed in
accordance with the laws of the State of Ohio.



ARTICLE VI

COMPLIANCE WITH 

SECTION 409A CODE




     The Plan is intended to provide for the deferral of compensation in accordance with the
provisions of Section 409A of the Code and regulations and published guidance issued pursuant
thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and
may at any time be amended to facilitate compliance with such provisions.



     Notwithstanding any provision of the Plan to the contrary, no, deferral, accrual, transfer or
distribution shall be made or given effect under the Plan that would result in early taxation or
assessment of penalties or interest of any amount under Section 409A of the Code.