EX-10.31






Exhibit 10.31




KEYCORP

AUTOMATIC DEFERRAL PLAN

December 31, 2008 Restatement




ARTICLE I




     The KeyCorp Automatic Deferral Plan (“Plan”), as originally established January 1, 1999, and
amended January 1, 2005, and December 31, 2007, is hereby amended and restated effective as of
December 31, 2008. The Plan, as structured, requires certain key Employees of KeyCorp to
automatically defer a percentage of the total amount of their incentive compensation accrued under
a KeyCorp-sponsored incentive compensation plan to the Plan. While requiring the automatic
deferral of certain incentive compensation to the Plan until vested, the Plan provides Plan
Participants with a tax-favorable savings vehicle while permitting KeyCorp to retain the continued
services of such Participants. It is the intention of KeyCorp, and it is the understanding of
those Participants covered under the Plan, that the Plan is unfunded for tax purposes and it is
exempt from the provisions and requirements of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”). It is also the understanding of Participants covered under the Plan that the
Plan will be administered in accordance with the requirements of Section 409A of the Code.



ARTICLE II




DEFINITIONS




     2.1 Meaning of Definitions. For the purposes of this Plan, the following words and
phrases shall have the meanings hereinafter set forth, unless a different meaning is clearly
required by the context:




	 	(a)	 	“Beneficiary” shall mean the person, persons or entity entitled under
Article VIII to receive any Plan benefits payable after a Participant’s death.
	 
	 	(b)	 	“Board” shall mean the Board of Directors of KeyCorp, the Board’s
Compensation and Organization Committee, or any other committee designated by the Board
or a subcommittee designated by the Board’s Compensation and Organization Committee.
	 
	 	(c)	 	“Change of Control” shall be deemed to have occurred if under a rabbi
trust arrangement established by KeyCorp (“Trust”), as such Trust may from time to time
be amended or substituted, the Corporation is required to fund the Trust because a
“Change of Control”, as defined in the Trust, has occurred.
	 
	 	(d)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from
time to time, together with all regulations promulgated thereunder. Reference to a
section of the Code shall include such section and any comparable section or sections
of any future legislation that amends, supplements, or supersedes such section.
	 
	 	(e)	 	“Common Stock Account” shall mean the investment account established
under the Plan for bookkeeping purposes in which the Participant shall have his or her
Participant Deferrals and Corporate Contributions credited. Participant Deferrals and
Corporate Contributions shall be credited based on a bookkeeping allocation of KeyCorp
Common Shares (both whole and fractional rounded to the nearest one-hundredth of a
share) (“Common Shares”) which shall be equal to the amount of Participant Deferrals
and Corporate Contributions deferred. The Common Stock Account shall also reflect on a





 









 






	 	 	 	bookkeeping basis all dividends, gains, and losses attributable to such Common
Shares. All Participant Deferrals and all Corporate Contributions credited to the
Common Stock Account shall be based on a ten-day average of the New York Stock
Exchange’s closing price for such Common Shares immediately preceding, up to and
including the date such Participant Deferrals and Corporate Contributions are
credited to the Participant’s Plan Account.”






	 	(f)	 	“Corporate Contributions” shall mean the dollar amount which an
Employer has agreed to contribute on a bookkeeping basis to the Participant’s Plan
Account in accordance with the provisions of Article V of the Plan.
	 
	 	(g)	 	“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.
	 
	 	(h)	 	“Deferral Period” shall mean each applicable Incentive Compensation
Plan’s Plan Year.
	 
	 	(i)	 	“Determination Date” shall mean the last business day of each calendar
quarter.
	 
	 	(j)	 	“Disability” shall mean (1) a physical or mental disability which
prevents a Participant from performing the duties the Participant was employed to
perform for his or her Employer when such disability commenced, (2) has resulted in the
Participant’s absence from work for 180 qualifying days, and (3) application has been
made for the Participant’s disability coverage under the KeyCorp Long Term Disability
Plan.
	 
	 	(k)	 	“Discharge for Cause” shall mean the termination (whether by the
Participant or the Employer) of a Participant’s employment from his or her Employer and
any other Employer that is the result of (1) serious misconduct as an Employee,
including, but not limited to, a continued failure after notice to perform a
substantial portion of his or her duties and responsibilities unrelated to illness or
incapacity, unethical behavior such as acts of self-dealing or self-interest,
harassment, violence in the workplace, or theft; (2) the commission of a crime
involving a controlled substance, moral turpitude, dishonesty, or breach of trust; or
(3) the Employer being directed by a regulatory agency or self-regulatory agency to
terminate or suspend the Participant or to prohibit the Participant from performing
services for the Employer. The Corporation in its sole and absolute discretion shall
determine whether a Participant has been Discharged for Cause, as provided for in this
Section 2.1(k), provided, however, that for a period of two years following a Change of
Control, any determination by the Corporation that an Employee has been Discharged for
Cause shall be set forth in writing with the factual basis for such Discharge for Cause
clearly specified and documented by the Corporation.
	 
	 	(l)	 	“Employee” shall mean a common law employee who is employed by an
Employer.
	 
	 	(m)	 	“Employer” shall mean the Corporation and any 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 Plan participation shall be
subject to all conditions and requirements made by the Corporation, and each Employer
shall be deemed to have appointed the Plan Administrator as its exclusive agent under
the Plan as long as it continues as an Employer.




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	 	(n)	 	“Harmful Activity” shall have occurred if the Participant shall do any
one or more of the following. This provision shall survive the Participant’s
termination of employment from KeyCorp






	 	(i)	 	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.
	 
	 	(ii)	 	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.
	 
	 	(iii)	 	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.
	 
	 	(iv)	 	After notice from KeyCorp, fail to agree to do any acts and
sign any document reasonably requested by KeyCorp to assign and convey 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, the signing of
patent applications and assignments thereof.
	 
	 	(v)	 	Upon the Participant’s own behalf or upon behalf of any other
person or entity that competes or plans to compete with KeyCorp, solicit or
entice for employment or hire any KeyCorp employee.
	 
	 	(vi)	 	Upon the Participant’s own behalf or upon behalf of any other
person or entity that competes or plans to compete with KeyCorp, call upon,
solicit, or do business with (other than business which does not compete with
any business conducted by KeyCorp) any KeyCorp customer the Participant called
upon, solicited, interacted with, or became acquainted with, or learned of
through access to information (whether or not such information is or was
non-public) while the Participant was employed at KeyCorp unless such
prohibited activity was inadvertent, done in good faith, and did not involve a
customer whom the Participant should have reasonably known was a customer of
KeyCorp.
	 
	 	(vii)	 	Upon the Participant’s own behalf or upon behalf of any other
person or entity that competes or plans to compete with KeyCorp, after notice
from KeyCorp, continue to engage in any business activity in competition with
KeyCorp in the same or a closely related activity that the Participant was
engaged in for KeyCorp during the one year period prior to the termination of
the Participant’s employment.
	 
	 	 	 	For purposes of this Section 2.1(n) the term:
	 
	 	 	 	“Intellectual Property” shall mean any invention, idea, product,
method of doing business, market or business plan, process, program,
software, formula, method, work of authorship, or other information,
or thing relating to KeyCorp or any of its businesses.




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	 	 	 	“Non-Public Information” shall mean, but is not limited to, trade
secrets, confidential processes, programs, software, formulas,
methods, business information or plans, financial information, and
listings of names (e.g., employees, customers, and suppliers) that are
developed, owned, utilized, or maintained by an employer such as
KeyCorp, and that of its customers or suppliers, and that are not
generally known by the public.
	 
	 	 	 	“KeyCorp” shall include KeyCorp, its subsidiaries, and its affiliates.






	 	(o)	 	“Incentive Compensation Award” shall collectively mean the
incentive compensation accrued by an Employee under the terms of an Incentive
Compensation Plan during the applicable Deferral Period, which shall become
subject to the automatic deferral and vesting provisions of Article III and
Article VI of the Plan when such accrued incentive compensation exceeds
$100,000 for the applicable Deferral Period. For purposes of this Section
2.1(o), the term “Incentive Compensation Award” shall not include any
compensation paid to the Employee for the applicable Deferral Period which
constitutes any form of hiring bonus, sales commissions, referral awards,
recognition awards, and /or corporate long term incentive compensation plan
awards.
	 
	 	(p)	 	“Incentive Compensation Plan” shall mean a line of business or
management incentive compensation plan that is sponsored by KeyCorp or an affiliate of
KeyCorp which the Corporation in its sole discretion has determined constitutes an
Incentive Compensation Plan for purposes of the automatic deferral and vesting
provisions of Article III and Article VI of the Plan.
	 
	 	(q)	 	“Involuntary Termination” shall mean the termination (by the Employer)
of a Participant’s employment from his or her Employer and from any other Employer, but
shall not include the Participant’s Discharge for Cause or Termination Under Limited
Circumstances.
	 
	 	(r)	 	“Participant” shall mean an Employee who meets the eligibility and
participation requirements set forth in Section 3.1 of the Plan, provided, however,
that the term Participant shall not include any Employee who has attained age 58 or
older prior to the start of the applicable Deferral Period, and who affirmatively
elects in a manner prescribed by the Corporation to not participate in the Plan for the
applicable Deferral Period.
	 
	 	(s)	 	“Participant Deferrals” shall mean any Incentive Compensation Award
required to be automatically deferred to the Plan for each applicable Deferral Period.
	 
	 	(t)	 	“Plan” shall mean the KeyCorp Automatic Deferral Plan with all
amendments hereafter made.
	 
	 	(u)	 	“Plan Account” shall mean those bookkeeping accounts established by the
Corporation for each Plan Participant, which shall reflect all Corporate Contributions
and Participant Deferrals invested for bookkeeping purposes in the Plan’s Common Stock
Account, with all earnings, dividends, gains, and losses thereon. Plan Accounts shall
not constitute separate Plan funds or separate Plan assets. Neither the maintenance
of, nor the crediting of amounts to such Plan Accounts shall be treated as (i) the
allocation of any Corporation





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	 	 	 	assets to, or a segregation of any Corporation assets in any such Plan Accounts, or
(ii) otherwise creating a right in any person or Participant to receive specific
assets of the Corporation.






	 	(v)	 	“Plan Year” shall mean the calendar year.
	 
	 	(w)	 	“Retirement” shall mean the termination of a Participant’s employment
any time after the Participant’s attainment of age 55 and completion of 5 years of
Vesting Service but shall not include the Participant’s (i) Discharge for Cause, (ii)
Involuntary Termination, (iii) a Termination Under Limited Circumstances, (iv)
Disability, or (v) death.
	 
	 	(x)	 	“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, but shall not include the Participant’s
Retirement.
	 
	 	(y)	 	“Termination Under Limited Circumstances” shall mean the termination
(whether by the Participant or the Employer) of a Participant’s employment from his or
her Employer, and from any other Employer (i) under circumstances in which the
Participant is entitled to receive severance benefits or salary continuation benefits
under the KeyCorp Separation Pay Plan, (ii) under circumstances in which the
Participant is entitled to severance benefits or salary continuation or similar
benefits under a change of control agreement or employment agreement within two years
after a change of control (as defined by such agreement) has occurred, or (iii) as
otherwise expressly approved by an officer of the Corporation.
	 
	 	(z)	 	“Vesting Service” for purposes of Section 2.1(z) shall be calculated by
measuring the period of service commencing on the Employee’s employment commencement
date and ending on the Employee’s termination date and shall be computed based on each
full calendar month in which the Employee is employed by an Employer.
	 
	 	(aa)	 	“Voluntary Termination” shall mean a voluntary termination of the
Participant’s employment from his or her Employer and from any other Employer, whether
by resignation or otherwise, but shall not include the Participant’s Discharge for
Cause, Involuntary Termination, Retirement, Termination Under Limited Circumstances, or
termination as a result of Disability or death.





     2.2 Pronouns. The masculine pronoun wherever used herein includes the feminine in any
case so requiring, and the singular may include the plural.



ARTICLE III




ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility and Participation. An Employee shall be required to participate in
the Plan, and shall automatically become a Plan Participant upon the Employee’s grant of an
Incentive Compensation Award in excess of $100,000 during the applicable Deferral Period.



     3.2 Automatic Deferral Requirements. An Employee meeting the eligibility and
automatic participation requirements of Section 3.1 hereof, shall automatically defer, in
accordance with the terms



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     of the applicable Incentive Compensation Plan in which the Employee participates, the
following amount from the Employee’s applicable Incentive Compensation Award:




	 	(a)	 	The Portion of the Participant’s Incentive Compensation Award between
$100,000 up to and including $500,000. Twenty percent (20%) of the Participant’s
Incentive Compensation Award between $100,000 up to and including $500,000 shall be
automatically deferred to the Plan.
	 
	 	(b)	 	The Portion of the Participant’s Incentive Compensation Award between
$500,000 up to and including $1,000,000. Twenty five percent (25%) of the
Participant’s Incentive Compensation Award between $500,000 up to and including
$1,000,000 shall be automatically deferred to the Plan.
	 
	 	(c)	 	The Portion of the Participant’s Incentive Compensation Award Greater than
$1,000,000. Thirty percent (30%) of the Participant’s Incentive Compensation Award
greater than $1,000,000 Plan shall be automatically deferred to the Plan.





     3.3 Commitment Limited by Termination Under Limited Circumstances, Involuntary
Termination, Retirement, Disability, or Death. As of a Participant’s Termination Under Limited
Circumstances, Involuntary Termination, Retirement, Disability or death, the Participant shall be
relieved from and, further, shall not be permitted to make any further Participant Deferrals to the
Plan, and any Incentive Compensation Award that thereafter would have been subject to the Automatic
Deferral Requirements of Section 3.2 hereof, if and to the extent payable, shall be paid directly
to the Participant or to the Participant’s Beneficiary in accordance with the terms of the
applicable Incentive Compensation Plan.



     3.4 Effect of a Participant’s Discharge for Cause or Voluntary Termination on Participant
Deferrals. In the event of a Participant’s Discharge for Cause or Voluntary Termination, the
Participant shall forfeit his or her Incentive Compensation Award to the extent that it would
otherwise become subject to the Automatic Deferral Requirements of Section 3.2 of the Plan when
paid but for the termination of the Participant’s employment. As to whether the balance of the
Participant’s Incentive Compensation Award not subject to the Automatic Deferral Requirements of
Section 3.2, if any, shall be payable to the Participant shall be determined in accordance with the
terms of the applicable Incentive Compensation Plan.



     3.5 Change in Participation Status. Participants shall make automatic Participant
Deferrals to the Plan only when the Participant’s Incentive Compensation Award exceeds $100,000 for
the applicable Deferral Period. During those Deferral Periods in which the Participant does not
automatically defer Participant Deferrals to the Plan, Participant Deferrals and Corporate
Contributions previously credited to the Participant’s Plan Account shall remain in the Plan and
shall continue to vest under the terms of Section 6.1 hereof; such Participant Deferrals and
Corporate Contributions with all earnings, gains, or losses thereon when vested shall be
distributed to the Participant in accordance with the provisions of Article VII of the Plan.



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ARTICLE IV

PARTICIPANT DEFERRALS




     4.1 Plan Account. All Participant Deferrals shall be credited on a bookkeeping basis
to a Plan Account established in the Participant’s name. Separate sub-accounts may be established
to reflect on a bookkeeping basis all earnings, gains, or losses attributable to the Participant’s
Participant Deferrals and those Corporate Contributions credited to the Participant’s Plan Account
in accordance with the provisions of Section 5.1 hereof.



     4.2 Investment of Participant Deferrals. Participant Deferrals shall be automatically
invested on a bookkeeping basis in the Plan’s Common Stock Account.



     4.3 Crediting of Participant Deferrals.  Participant Deferrals shall be credited to
the Participant’s Plan Account as of the payroll date on which the Participant’s Incentive
Compensation Award would have been payable to the Participant but for the Incentive Compensation
Plan’s automatic deferral provisions to the Plan.



ARTICLE V

CORPORATE CONTRIBUTIONS




     5.1 Crediting of Corporation Contributions. Matching Corporate Contributions equal to
15% of the Participant’s Participant Deferrals for the applicable Deferral Period shall be credited
on a bookkeeping basis to the Participant’s Plan Account as of the date on which the Participant’s
Participant Deferrals are automatically deferred and credited to the Plan.



     5.2 Investment of Corporate Contributions. All Corporate Contributions credited to
the Participant’s Plan Account shall be invested for bookkeeping purposes in the Plan’s Common
Stock Account.



     5.3 Determination of Amount. The Plan Administrator shall verify the amount of
Participant Deferrals, Corporate Contributions, dividends, and earnings and losses, if any, to be
credited to each Participant’s Plan Account in accordance with the provisions of the Plan. The
reasonable and equitable decision of the Plan Administrator as to the value of each Plan Account
shall be conclusive and binding upon all Participants and the Beneficiary of each deceased
Participant having any interest, direct or indirect in the Participant’s bookkeeping Plan Account.
As soon as reasonably practicable after the close of the Plan Year, the Corporation shall send to
each Participant an itemized accounting statement that shall reflect the Participant’s Plan Account
balance.



     5.4 Corporate Assets. All Participant Deferrals, Corporate Contributions, dividends,
earnings and any other gains and losses credited to a Participant’s Plan Account on a bookkeeping
basis, remain the assets and property of the Corporation, which shall be distributed to the
Participant only in accordance with Articles VII and X of the Plan. Distributions made under the
Plan shall be in the form of Common Shares. Participants and Beneficiaries shall have the status
of general unsecured creditors of the Corporation. Nothing contained in the Plan shall create, or
be construed as creating a trust of any kind or any other fiduciary relationship between the
Participant, the Corporation, or any other person. It is the intention of the Corporation and it is
the understanding of the Participant that the Plan be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended.



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     5.5 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 including any domestic relations proceedings. 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.



ARTICLE VI

VESTING




     6.1 Vesting in Participant Deferrals and Corporate Contributions. The calculation of
a Participant’s vested interest in those Participant Deferrals and Corporate Contributions credited
on a bookkeeping basis to the Participant’s Plan Account shall be measured from the last day of the
applicable calendar quarter in which Participant Deferrals and Corporate Contributions are credited
to the Participant’s Plan Account (“Quarterly Deferral Date”). A Participant shall become vested
in his or her Participant Deferrals and Corporate Contributions with all earnings, gains, and
losses thereon for each applicable Deferral Period under the following three-year graded vesting
schedule:




(a) From the date the Participant’s Participant Deferrals and Corporate
Contributions are credited to the Participant’s Plan Account until one full
calendar year from the Quarterly Deferral Date . . . . . 0%.



(b) One full calendar year from the Quarterly Deferral Date of the Participant’s
Participant Deferrals and Corporate Contributions to the Plan but less than two full
calendar years from such Quarterly Deferral Date . . . . . 33%.



(c) Two full calendar years from the Quarterly Deferral Date of the Participant’s
Participant Deferrals and Corporate Contributions to the Plan but less than three
full calendar years from such Quarterly Deferral Date . . . . . 66%.


(d) Three full calendar years from the date of the Quarterly Deferral Date of the
Participant’s Participant Deferrals and Corporate Contributions to the Plan . . . . . 100%.


Notwithstanding the foregoing provisions of this Section 6.1, a Participant shall become fully
vested in all Participant Deferrals and Corporate Contributions credited on a bookkeeping basis to
the Participant’s Plan Account upon the Participant’s Termination Under Limited Circumstances,
Disability or death.




     6.2 Continued Vesting Upon Retirement. Subject to the provisions of Section 7.7 of
the Plan, upon the Participant’s Retirement, the Participant’s non-vested Participant Deferrals and
Corporate Contributions credited to the Participant’s Plan Account with all earnings and gains
thereon, shall remain in the Plan and shall continue to vest under the vesting provisions of
Section 6.1 of the Plan.



     6.3 Forfeiture of Corporate Contributions. In the event of the Participant’s
Involuntary Termination, as that term is defined in accordance with Section 2.1(q) of the Plan, the
Participant shall become immediately vested in those Participant Deferrals allocated on a
bookkeeping basis to the



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Participant’s Plan Account with all earnings and gains thereon. All non-vested Corporate
Contributions and related earnings credited on a bookkeeping basis to the Participant’s Plan
Account shall be forfeited as of the Participant’s last day of employment.



     6.4 Forfeiture of Participant Deferrals and Corporate Contributions. Notwithstanding
any provision of the Plan to the contrary, upon the Participant’s Discharge for Cause or the
Participant’s Voluntary Termination, the Participant shall automatically forfeit all Participant
Deferrals and Corporate Contributions allocated on a bookkeeping basis to the Participant’s Plan
Account with all earnings and gains thereon that have not vested in accordance with the vesting
provisions of Section 6.1 of the Plan as of the Participant’s last day of employment.



ARTICLE VII

DISTRIBUTION OF PLAN BENEFITS




     7.1 Distributions Prior to Retirement. A Participant’s vested Participant Deferrals
and vested Corporate Contributions with all earnings, gains and losses thereon, shall be
distributed to the Participant within 90 days following the Determination Date coinciding with or
immediately following the Participant’s vesting in his or her Plan benefit, in a single lump sum
distribution of Common Shares, based on the bookkeeping number of whole and fractional Common
Shares attributable to those vested Participant Deferrals and Corporate Contributions maintained in
the Plan’s Common Stock Account as of such Determination Date.



     7.2 Distributions Following Retirement. Subject to the Harmful Activity provisions of
Section 7.7 hereof, upon the Participant’s Retirement, the Participant’s Plan Account balance shall
continue to be maintained within the Plan and all Participant Deferrals and Corporate Contributions
credited to the Participant’s Plan Account with all earnings, gains, and losses thereon, shall
continue to vest under the vesting provisions of Section 6.1 of the Plan, and when vested, shall be
distributed to the Participant in accordance with the provisions of Section 7.1 hereof.



     7.3 Distributions Following Termination Under Limited Circumstances, Disability or
Death. Upon the Participant’s Termination Under Limited Circumstances, Disability, or death,
all Participant Deferrals and Corporate Contributions credited to the Participant’s Plan Account
with all earnings, gains, and losses thereon shall become immediately vested and shall be
distributed to the Participant in a single lump sum distribution of Common Shares in accordance
with the distribution provisions of Section 7.1 hereof.



     7.4 Distributions Following Involuntary Termination. Upon the Participant’s
Involuntary Termination, all Participant Deferrals credited to the Participant’s Plan Account with
all related earnings, gains and losses thereon, in accordance with the provisions of Section 6.3 of
the Plan, shall become immediately vested and shall be distributed to the Participant in a single
lump sum distribution of Common Shares in accordance with the distribution provisions of Section
7.1 hereof. All non-vested Corporate Contributions credited to the Participant’s Plan Account
with all related earnings thereon shall be forfeited by the Participant as of his or her last day
of employment.



     7.5 Distributions Following Voluntary Termination or Discharge for Cause. Upon the
Participant’s Voluntary Termination or Discharge for Cause, all non-vested Participant Deferrals
and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains,
and losses thereon shall be forfeited by the Participant as of his or her last day of employment.



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     7.6 Withholding. The withholding of taxes with respect to the Participant’s
Participant Deferrals, Corporate Contributions, and all earnings and gains thereon shall be made at
such time as it becomes required by any state, federal or local law; such taxes shall be withheld
from the Participant’s Participant Deferrals and Corporate Contributions in accordance with
applicable law to the maximum extent possible.



     7.7 Harmful Activity. If a Participant engages in any “Harmful Activity” prior to or
within twelve months after the Participant’s Termination or Retirement of his or her employment
with an Employer, then (a) all non-vested Participant Deferrals and all non-vested Corporate
Contributions with all earnings, gains, and losses thereon that are maintained in the Plan in
conjunction with the continued vesting provisions of Section 7.2 hereof shall be immediately
forfeited, and (b) all distributions of Participant Deferrals and Corporate Contributions with all
earnings and gains thereon that have been made to the Participant within one year prior to the
Participant’s Termination or Retirement date shall be fully repaid by the Participant to the
Corporation within 60 days following the Participant’s receipt of the Corporation’s notice of such
Harmful Activity.


The foregoing restrictions shall not apply in the event that the Participant’s employment with an
Employer terminates within two years after a Change of Control if any of the following have
occurred: a relocation of the Participant’s principal place of employment more than 35 miles from
the Participant’s principal place of employment immediately prior to the Change of Control, a
reduction in the Participant’s base salary after a Change of Control, or termination of employment
under circumstances in which the Participant is entitled to severance benefits or salary
continuation or similar benefits under a change of control agreement, employment agreement, or
severance or separation pay plan.



The determination by the Corporation as to whether a Participant has engaged in a “Harmful
Activity” prior to or within twelve months after the Participant’s Termination or Retirement shall
be final and conclusive upon the Participant and upon all other Persons.




     7.8 Distribution Limitation. If the Corporation determines that a Participant’s
Participant Deferrals and/or Corporate Contributions with all earnings and gains thereon:




	 	1.	 	would not be deductible by the Corporation if paid in accordance with the
distribution instructions specified by the Participant in his or her Distribution
Agreement by reason of the disallowance rules of Section 162(m) of the Code, but
	 
	 	2.	 	would be deductible by the Corporation if deferred and paid in a later Plan
Year, the Corporation reserves the right to defer the distribution of all or any
portion of such Participant’s Participant Deferrals and/or Corporate Contributions with
all interest and earnings thereon until such time as the Corporation determines that
the distribution of all
or any portion of such Participant’s Participant Deferrals and/or Corporate
Contributions will be payable without the disallowance of the deduction prescribed
by Code Section 162(m) (“Deferrals”).





     Notwithstanding any other provision of this Section 7.8, however, all Participant Deferrals
and Corporate Contributions together with all earnings, gains, and losses thereon, shall be
distributed to the Participant no later than April 15 of the year following the employment
termination date of the Participant, regardless of the deductibility of such distribution.



     7.9 Payment Limitation for Key Employees. Notwithstanding any other provision of the
Plan to the contrary, in the event that the Participant constitutes a “key” employee of the
Corporation, (as that term is defined in accordance with Section 416(i) of the Code without regard
to



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paragraph (5) thereof), the distribution of the Participant’s Plan benefit shall not begin before
the first day of the seventh month following the Participant’s date of separation from service (or,
if earlier, the date of the Participant’s death). Payment shall be made to the Participant within
90 days following the Determination Date that coincides with or immediately follows the conclusion
of this mandatory six-month deferral period. The term “key employee” and the term “separation from
service” shall be defined for Plan purposes in accordance with the requirements of Section 409A of
the Code and applicable regulations issued thereunder.



     7.10 Facility of Payment. If it is found that any individual to whom an amount is
payable hereunder is incapable of attending to his or her financial affairs because of any mental
or physical condition, including the infirmities of advanced age, such amount (unless prior claim
therefor shall have been made by a duly qualified guardian or other legal representative) may, in
the discretion of the Corporation, be paid to another person for the use or benefit of the
individual found incapable of attending to his or her financial affairs or in satisfaction of legal
obligations incurred by or on behalf of such individual. Any such payment shall be charged to the
Participant’s Plan Account from which any such payment would otherwise have been paid to the
individual found incapable of attending to his or her financial affairs, and shall be a complete
discharge of any liability therefor under the Plan.



ARTICLE VIII

BENEFICIARY DESIGNATION




     8.1 Beneficiary Designation. Subject to Section 8.3 hereof, each Participant shall
have the right, at any time, to designate one or more persons or an entity as Beneficiary (both
primary as well as secondary) to whom benefits under this Plan shall be paid in the event of
Participant’s death prior to complete distribution of the Participant’s vested Plan Account. Each
Beneficiary designation shall be in a written form prescribed by the Corporation and shall be
effective only when filed with the Corporation during the Participant’s lifetime.



     8.2 Changing Beneficiary. Any Beneficiary designation may be changed by the
Participant without the consent of the previously named Beneficiary by the Participant’s filing of
a new designation with the Corporation. The filing of a new designation shall cancel all
designations previously filed by the Participant.



     8.3 No Beneficiary Designation. If a Participant fails to designate a Beneficiary in
the manner provided above, if the designation is void, or if the Beneficiary (including all
contingent Beneficiaries) designated by a deceased Participant dies before the Participant, the
Participant’s Beneficiary shall be the Participant’s estate.



ARTICLE IX

ADMINISTRATION




     9.1 Administration. The Corporation, as Plan Administrator, shall be responsible for
the general administration of the Plan, for carrying out the provisions hereof, and for making
payments hereunder. The Corporation shall have the sole and absolute discretionary authority and
power to carry out the provisions of the Plan, including, but not limited to, the authority and
power (a) to determine all



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questions relating to the eligibility for and the amount of any benefit to be paid under the Plan,
(b) to determine all questions pertaining to claims for benefits and procedures for claim review,
(c) to resolve all other questions arising under the Plan, including any questions of construction
and/or interpretation, and (d) to take such further action as the Corporation shall deem necessary
or advisable in the administration of the Plan. All findings, decisions, and determinations of any
kind made by the Plan Administrator shall not be disturbed unless the Plan Administrator has acted
in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator
shall be the sole judge of the standard of proof required in any claim for benefits and in any
determination of eligibility for a benefit. All decisions of the Plan Administrator shall be final
and binding on all parties. The Corporation may employ such attorneys, investment counsel, agents,
and accountants as it may deem necessary or advisable to assist it in carrying out its duties
hereunder. The actions taken and the decisions made by the Corporation hereunder shall be final
and binding upon all interested parties subject, however, to the provisions of Section 9.2. The
plan year, for purposes of Plan administration, shall be the calendar year.



     9.2 Claims Review Procedure. Whenever the Plan Administrator decides for whatever
reason to deny, whether in whole or in part, a claim for benefits under this Plan filed by any
person (herein referred to as the “Claimant”), the Plan Administrator shall transmit a written
notice of its decision to the Claimant, which notice shall be written in a manner calculated to be
understood by the Claimant and shall contain a statement of the specific reasons for the denial of
the claim and a statement advising the Claimant that, within 60 days of the date on which he or she
receives such notice, he or she may obtain review of the decision of the Plan Administrator in
accordance with the procedures hereinafter set forth. Within such 60-day period, the Claimant or
his or her authorized representative may request that the claim denial be reviewed by filing with
the Plan Administrator a written request therefor, which request shall contain the following
information:




	 	(a)	 	the date on which the request was filed with the Plan Administrator; provided,
however, that the date on which the request for review was in fact filed with the Plan
Administrator shall control in the event that the date of the actual filing is later
than the date stated by the Claimant pursuant to this paragraph (a);
	 
	 	(b)	 	the specific portions of the denial of his or her claim which the Claimant
requests the Plan Administrator to review;
	 
	 	(c)	 	a statement by the Claimant setting forth the basis upon which he or she
believes the Plan Administrator should reverse its previous denial of the claim and
accept the claim as made; and
	 
	 	(d)	 	any written material which the Claimant desires the Plan Administrator to
examine in its consideration of his or her position as stated pursuant to paragraph (b)
above.





     In accordance with this Section 9.2, if the Claimant requests a review of the claim decision,
such review shall be made by the Plan Administrator, who shall, within sixty (60) days after
receipt of the request form, review and render a written decision on the claim containing the
specific reasons for the decision including reference to Plan provisions upon which the decision is
based. All findings, decisions, and determinations of any kind made by the Plan Administrator
shall not be modified unless the Plan Administrator has acted in an arbitrary and capricious
manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the
standard of proof required in any claim for benefits, and any determination of eligibility for a
benefit. All decisions of the Plan Administrator shall be binding on the claimant and upon all
other persons or entities. If the Participant or Beneficiary shall not file written



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notice with the Plan Administrator at the times set forth above, such individual shall have waived
all benefits under the Plan other than as already provided, if any, under the Plan.



ARTICLE X

AMENDMENT AND TERMINATION OF PLAN




     10.1 Reservation of Rights. The Corporation reserves the right to terminate the Plan
at any time by action of the Board, or any duly authorized committee thereof, and to modify or
amend the Plan, in whole or in part, at any time and for any reason, subject to the following:




	 	(a)	 	Preservation of Account Balance. No termination, amendment, or
modification of the Plan shall reduce (i) the amount of Participant Deferrals and
Corporate Contributions, and (ii) all earnings and gains on such Participant Deferrals
and Corporate Contributions that have accrued up to the effective date of the
termination, amendment, or modification.
	 
	 	(b)	 	Changes in Earnings Rate. No amendment or modification of the Plan
shall reduce the rate of earnings to be credited on all Participant Deferrals and
Corporate Contribution, and all earnings and gains accrued thereon under the Common
Stock Account until the close of the applicable Plan Year in which such amendment or
modification is made.





     10.2 Effect of Plan Termination. If the Corporation terminates the Plan, either in
whole or in part, the Corporation shall instruct the Plan Administrator to not accept any
additional Participant Deferrals. If such a termination occurs, the Plan shall continue to operate
and to be effective with regard to those Participant Deferrals deferred and Corporate Contributions
made prior to the effective date of such termination.



     10.3 Effect of Plan Termination. Notwithstanding anything to the contrary contained
in the Plan, the termination of the Plan shall terminate the liability of the Corporation and all
Employers to make further Corporate Contributions to the Plan.



ARTICLE XI

CHANGE OF CONTROL




     11.1 Change of Control. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control as defined in accordance with Section 2.1(c) of the
Plan, no amendment or modification of the 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 Common Stock Accounts’ method of calculating earnings, gains, and/or losses on
the Participant’s Pre-Change of Control Account Balance, or (3) to reduce or modify the
Participant’s Participant Deferrals and/or Corporate Contributions to be credited to the
Participant’s Plan Account for the applicable Deferral Period. For purposes of this Section 11.1,
the term “Pre-Change of Control Account Balance” shall mean, with regard to any Plan Participant,
the aggregate amount of the Participant’s Participant Deferrals and Corporate Contributions 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.



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     11.2 Common Stock Conversion. In the event of a transaction or occurrence 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 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 Stock Account to reflect on a bookkeeping basis the
securities, cash and other property that would have been received in such reorganization,
reclassification, consolidation, merger or sale in an equivalent amount of Common Shares equal to
the balance in the Common Stock Account and, from and after such reorganization, reclassification,
consolidation, merger or sale, the Common Stock Account shall reflect on a bookkeeping basis all
dividends, interest, earnings and losses attributable to such securities, cash, and other property.



     11.3 Amendment in the Event of a Change of Control. On and after a Change of Control,
the provisions of Article II, Article III, Article IV, Article V, Article VI, Article VII,
Article VIII, Article IX, Article X, and this Article XI may not be amended or modified as such
Sections and Articles apply with regard to the Participants’ Pre-Change of Control Account
Balances.



ARTICLE XII

MISCELLANEOUS PROVISIONS




     12.1 Unfunded Plan. This Plan is an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of “management or highly-compensated employees.”



     12.2 No Commitment as to Employment. Nothing herein contained shall be construed as a
commitment or agreement upon the part of any Employee hereunder to continue his or her employment
with an Employer, and nothing herein contained shall be construed as a commitment on the part of
any Employer to continue the employment, rate of compensation, or terms and conditions of
employment of any Employee hereunder for any period. All Participants shall remain subject to
discharge to the same extent as if the Plan had never been put into effect.



     12.3 Benefits. Nothing in the Plan shall be construed to confer any right or claim
upon any person, firm, or corporation other than the Participants, former Participants, and
Beneficiaries.



     12.4 Absence of Liability. No member of the Board of Directors of the Corporation or
a subsidiary or committee authorized by the Board of Directors, or any officer of the Corporation
or a subsidiary or officer of a subsidiary shall be liable for any act or action hereunder, whether
of commission or omission, taken by any other member, or by any officer, agent, or Employee, except
in circumstances involving bad faith or willful misconduct, for anything done or omitted to be
done.



     12.5 Expenses. The expenses of administration of the Plan shall be paid by the
Corporation.



     12.6 Precedent. Except as otherwise specifically agreed to by the Corporation in
writing, no action taken in accordance with the Plan by the Corporation shall be construed or
relied upon as a precedent for similar action under similar circumstances.



     12.7 Withholding. The Corporation shall withhold any tax which the Corporation in its
discretion deems necessary to be withheld from any payment to any Participant, former Participant,
or Beneficiary hereunder, by reason of any present or future law.



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     12.8 Validity of Plan. The validity of the Plan shall be determined and the Plan
shall be construed and interpreted in accordance with the provisions of the laws of the State of
Ohio. The invalidity or illegality of any provision of the Plan shall not affect the validity or
legality of any other part thereof.



     12.9 Parties Bound. The Plan shall be binding upon the Employers, Participants,
former Participants, and Beneficiaries hereunder, and, as the case may be, the heirs, executors,
administrators, successors, and assigns of each of them.



     12.10 Headings. All headings used in the Plan are for convenience of reference only
and are not part of the substance of the Plan.



     12.11 Duty to Furnish Information. The Corporation shall furnish to each Participant,
former Participant, or Beneficiary any documents, reports, returns, statements, or other
information that it reasonably deems necessary to perform its duties imposed hereunder or otherwise
imposed by law.



     12.12 Trust Fund. 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 Employer shall have no further obligation to pay them. If not paid from the
trust, such benefits shall remain the obligation of the Employer.



     12.13 Validity. In case any provision of this Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision had never been
inserted herein.



     12.14 Notice. Any notice required or permitted under the Plan shall be deemed
sufficiently provided if such notice is in writing and hand delivered or sent by registered or
certified mail. Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or on the receipt for registration or
certification. Mailed notice to the Corporation shall be directed to the Corporation’s address,
attention: KeyCorp Compensation and Benefits Department. Mailed notice to a Participant or
Beneficiary shall be directed to the individual’s last known address in the Employer’s records



     12.15 Successors. The provisions of this Plan shall bind and inure to the benefit of
each Employer and its successors and assigns. The term successors as used herein shall include any
corporate or other business entity, which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of an Employer.



ARTICLE XIII

COMPLIANCE WITH

SECTION 409A OF THE CODE




     13.1 Compliance With Code Section 409A. The Plan is intended to provide for the
deferral of compensation in accordance with the requirements 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 in the manner
and to the extent determined necessary or desirable by the Corporation to reflect or otherwise
facilitate compliance with



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such provisions with respect to amounts deferred on and after January 1, 2005. Notwithstanding any
provision of the Plan to the contrary, no otherwise permissible election, deferral, accrual, or
distribution shall be made or given effect under the Plan that would result in the violation, early
taxation, or assessment of penalties or interest of any amount under Section 409A of the Code.



     IN WITNESS WHEREOF, KeyCorp has caused this KeyCorp Automatic Deferral Plan to be amended this
29th day of December, 2008, to be effective as of December 31, 2008.



	 	 	 	 	 	 	 
	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Steven N. Bulloch	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Secretary
 

	 	 







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