EX-10.57






Exhibit 10.57




KEYCORP

DEFERRED SAVINGS PLAN




ARTICLE I




     The KeyCorp Deferred Savings Plan (the “Plan”), as originally established effective
December 30, 2006, is hereby amended and restated, effective as of December 31, 2008. As
structured, the Plan is intended to provide KeyCorp with an employment retention vehicle to ensure
that Plan participants continue in their employment with Key, while providing Plan participants
with an opportunity to save for their retirement on a tax deferred basis. It is the intention of
KeyCorp and it is the understanding of those employees covered under the Plan, that the Plan
constitutes a nonqualified plan of deferred compensation for a select group of KeyCorp employees,
and as such, it is unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). It is also the understanding of employees
covered under the Plan that the Plan is subject to the requirements of Section 409A of the Code,
and that it will be administered in accordance with the requirements of Section 409A.



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 & Organization Committee, or any other committee designated by the Board
or subcommittee designated by the Board’s Compensation 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 a Participant may elect to have his or
her Participant Deferrals credited. Participant Deferrals and Corporate Contributions
invested in the Common Stock Account 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), which shall be equal to the amount of Participant Deferrals
and Corporate Contributions invested in the Common Stock Account. The Common Stock
Account shall also reflect on a bookkeeping basis all dividends, gains, and losses




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	 	 	 	attributable to such Common Shares. All Corporate Contributions and all Participant
Deferrals credited to the Common Stock Account shall be based on the New York Stock
Exchange’s closing price for such Common Shares as of the day such Participant
Deferrals are credited to the Participants’ Plan Accounts.






	 	(f)	 	The “Compensation” of a Participant for any Plan Year or any partial
Plan Year shall mean that portion of compensation that is paid to the Participant
during such period by reason of his or her employment with an Employer, as reported for
federal income tax purposes, which exceeds the compensation limits reflected in Section
401(a)(17) of the Code, as may be indexed from time to time. In determining whether
the Participant has exceeded the compensation limits of Section 401(a)(17) of the Code,
the compensation which would have been paid to the Participant but for (1) the timing
of an Employer’s payroll processing operations, (2) the Participant’s deferral of
compensation under the provisions of the KeyCorp Flexible Benefits Plan and
transportation reimbursement plan, and (3) the Participant’s written deferral of his or
her compensation to the KeyCorp 401(k) Savings Plan shall be included, provided,
however, that the following compensation shall specifically not be included:






	 	(i)	 	any amount attributable to the Employee’s receipt of stock
appreciation rights, restricted stock awards, and the amount of any gain to the
Employee upon the exercise of a stock option;
	 
	 	(ii)	 	any amount attributable to the Employee’s receipt of non-cash
remuneration which is included in the Employee’s income for federal income tax
purposes;
	 
	 	(iii)	 	any amount attributable to the Employee’s receipt of moving
expenses and any relocation bonus paid to the Employee during the Plan Year;
	 
	 	(iv)	 	any amount attributable to any severance paid by an Employer or
the Corporation to the Employee;
	 
	 	(v)	 	any amount attributable to fringe benefits (cash and non-cash),
regardless of whether any or all such items are includible in such
Participant’s gross income for federal tax purposes;
	 
	 	(vi)	 	any amount attributable to any bonus or payment made as an
inducement for the Employee to accept employment with an Employer;
	 
	 	(vii)	 	any amount attributable to compensation of any type including
bonus or incentive compensation payments paid on or after the Employee’s
Severance From Service Date; or
	 
	 	(viii)	 	any other amounts attributable to compensation deferred by the Participant.






	 	(g)	 	“Corporate Contributions” shall mean the amount that 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.




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	 	(h)	 	“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.
	 
	 	(i)	 	“Deferral Period” shall mean each Plan Year, provided however, that a
Participant’s initial Deferral Period shall be from his or her first day of
participation in the Plan through the last day of the applicable Plan Year.
	 
	 	(j)	 	“Determination Date” shall mean the last day of each calendar month.
	 
	 	(k)	 	“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.
	 
	 	(l)	 	“Early Retirement” shall mean the Participant’s retirement from
employment with an Employer on or after the Participant’s attainment of age 55 and
completion of a minimum of five years of Vesting Service, but prior to the
Participant’s Normal Retirement Date.
	 
	 	(m)	 	“Employee” shall mean a common law employee who is employed by an
Employer.
	 
	 	(n)	 	“Employer” shall mean the Corporation and any of its subsidiaries,
unless specifically excluded as an Employer for Plan purposes by written action of an
officer of the Corporation. An Employer’s 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.
	 
	 	(o)	 	“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(a) of the Code), 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” and the ability of the Corporation to accelerate the Participant’s
distribution of Participant Deferrals and Corporate contributions shall be determined
in accordance with the requirements of Section 409A of the Code and applicable
regulations issued thereunder.
	 
	 	(p)	 	“Incentive Compensation Award” shall mean the single annual incentive
compensation award granted to a Participant under an Incentive Compensation Plan.
	 
	 	(q)	 	“Incentive Compensation Deferral” shall mean a percentage amount of the
Participant’s annual Incentive Compensation Award that otherwise would be payable to
the Participant during the applicable Plan Year, but for the Participant’s election to
defer such Incentive Compensation Award under the Plan.
	 
	 	(r)	 	“Incentive Compensation Plan” shall mean a line of business or
management incentive compensation plan that is sponsored by KeyCorp or an affiliate of
KeyCorp that the Corporation has determined constitutes an Incentive Compensation Plan
for purposes of the Plan.





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	 	(s)	 	“Interest Bearing Account” shall mean the investment account
established under the Plan for bookkeeping purposes in which a Participant may elect to
have his or her Participant Deferrals credited. Participant Deferrals invested for
bookkeeping purposes in the Interest Bearing Account shall be credited with earnings 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.
	 
	 	(t)	 	“Investment Accounts” shall collectively mean those investment accounts
established under the Plan for bookkeeping purposes in which the Participant’s
Participant Deferrals will be credited. Investment Accounts shall include the Plan’s
(1) Interest Bearing Account, (2) Common Stock Account, and (3) Investment Funds.
	 
	 	(u)	 	“Investment Funds” shall mean those Investment Accounts established
under the Plan for bookkeeping purposes in which a Participant may elect to have his or
her Participant Deferrals credited and which mirror the investment funds established
under the KeyCorp 401(k) Savings Plan (“Savings Plan”), as may be modified from time to
time, provided, however, that the Savings Plan’s Corporation Stock Fund, for Plan
purposes, shall be excluded from the definition of Investment Funds. Participant
Deferrals invested for bookkeeping purposes in the Investment Funds shall be credited
on a bookkeeping basis with all earnings, gains, and losses experienced by the
applicable Investment Fund.
	 
	 	(v)	 	“Normal Retirement” shall mean the Participant’s retirement under the
KeyCorp Cash Balance Pension Plan on or after the Participant’s Normal Retirement Date.
	 
	 	(w)	 	“Participant” shall mean an Employee who meets the eligibility
requirements set forth in Section 3.1(a) and who becomes a Plan Participant pursuant to
Section 3.1(b) or Section 3.1(c) of the Plan.
	 
	 	(x)	 	“Participation Agreement” shall mean the agreement submitted by the
Participant to the Corporation, which contains, in pertinent part, the Participant’s
deferral commitment for the applicable Deferral Period, as well as investment and
distribution instructions with regard to the form of distribution for such Deferrals.
The Participants’ Participation Agreement for Salary Deferrals shall be provided to the
Corporation by no later than the close of the calendar year prior to the year in which
the deferred salary is to be earned by the Participant. The Participants’
Participation Agreement for Incentive Compensation Deferrals shall be provided to the
Corporation by no later than the close of the calendar year prior to the year in which
such Incentive Compensation is to be earned by the Participant or as otherwise
expressly permitted under the provisions of Section 409A of the Code.
	 
	 	(y)	 	“Participant Deferrals” shall mean the Incentive Compensation Deferrals
and Salary Deferrals the Participant has elected to defer under the Plan for each
applicable Deferral Period.
	 
	 	(z)	 	“Plan” shall mean the KeyCorp Deferred Savings Plan with all amendments
hereafter made.
	 
	 	(aa)	 	“Plan Account” shall mean those bookkeeping accounts established by the
Corporation for each Plan Participant, which shall reflect all Corporate Contributions
and Participant Deferrals, and if applicable, any Predecessor Plan Participant
Deferrals, Predecessor Plan




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	 	 	 	Corporate Contributions, and Rollover Contributions invested for bookkeeping
purposes in the Plan’s Investment Accounts 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 (i) as the allocation of any Corporation assets to, or a
segregation of any Corporation assets in any such Plan Accounts, or (ii) as
otherwise creating a right in any person or Participant to receive specific assets
of the Corporation. Benefits under the Plan shall be paid from the general assets
of the Corporation.






	 	(bb)	 	“Plan Year” shall mean the calendar year.
	 
	 	(cc)	 	“Retirement” shall mean the termination of a Participant’s employment
under circumstances in which the Participant begins to receive Early Retirement or
Normal Retirement Date benefit under the KeyCorp Cash Balance Pension Plan.
	 
	 	(dd)	 	“Salary Deferrals” shall mean the amount of the Participant’s
Compensation (other than Incentive Compensation) that the Participant has elected to
defer to the Plan for the applicable Plan year
	 
	 	(ee)	 	“Separation from Service” shall have occurred upon the Participant’s
Termination, Retirement, death, Disability or Termination Under Limited Circumstances
within the meaning of Section 409A(c)(2)(A)(i) of the Code.
	 
	 	(ff)	 	“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 or Termination under Limited Circumstances or as a result of the
Participant’s death or Disability.
	 
	 	(gg)	 	“Termination Under Limited Circumstances” shall mean a Participant’s
termination of employment from the Employer (i) within two years after a Change of
Control under circumstances in which the Participant becomes entitled to severance
benefits or salary continuation or similar benefits under a Change of Control
agreement, employment agreement, or severance or separation pay plan, (ii) under
circumstances in which the Participant is entitled to receive salary continuation
benefits under the KeyCorp Separation Pay Plan, or (iii) as otherwise expressly
approved by an officer of the Corporation.





     2.2 Additional Reference. All other words and phrases used herein shall have the
meaning given them in the KeyCorp Cash Balance Pension Plan, unless a different meaning is clearly
required by the context.



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



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ARTICLE III




ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility and Participation.




	 	(a)	 	Eligibility. Employees who have been assigned a benefits designator 86
or above shall be eligible to participate in the Plan (or if the position is not a
graded position, then the equivalent of a benefits designator 86 or above).
Notwithstanding the foregoing provisions of this Section 3.1(a), however, all
participants in the KeyCorp Deferred Compensation Plan, the KeyCorp Second Deferred
Compensation Plan, the KeyCorp Excess 401(k) Savings Plan, or the KeyCorp Second Excess
401(k) Savings Plan as of December 31, 2006 shall automatically become Participants in
the Plan regardless of the Employees’ benefits designator.
	 
	 	(b)	 	Participation. An Employee meeting the eligibility criteria of
Section 3.1(a) may elect to participate in the Plan by submitting a Participation
Agreement to the Corporation prior to the beginning of the applicable Deferral Period.
	 
	 	(c)	 	Mid-Year Participation. When an Employee first becomes eligible to
participate in the Plan during a Deferral Period, the Employee shall submit a
Participation Agreement to the Corporation within thirty days (30) of the Employee’s
initial Plan eligibility.
	 
	 	(d)	 	Loss of Plan Eligibility. In the event that a Participant who is not
in a benefits designator 86 or above (or its equivalent) voluntarily fails to make
Participant Deferrals to the Plan, then in such event, the Participant’s continued Plan
eligibility will end and the Participant shall not be eligible to make Participant
Deferrals to the Plan.





     3.2 Deferral Limitations. The following Participant Deferral limitations shall apply
for each Deferral Period:




	 	(a)	 	Salary Deferrals. A Participant may defer no more than 50% of the
Participant’s Compensation (other than Incentive Compensation Award) during the
applicable Deferral Period. For Mid-Year participation, a Participant may defer no
more than 50% of his or her Compensation earned following the date of the Participant’s
deferral election and actual participation in the Plan.
	 
	 	(b)	 	Incentive Compensation Deferrals. A Participant may defer up to 100%
of the Participant’s annual Incentive Compensation Award payable to the Participant
during the applicable Deferral Period. For Mid-Year participation, however, a
Participant may defer only that portion of his or her Incentive Compensation Award
earned for services performed following the Participant’s deferral election. In
determining the amount of Incentive Compensation that may be deferred under the
provisions of this Mid-Year participation requirement, the election shall apply to no
more than an amount equal to the total amount of the Incentive Compensation Award
multiplied by the ratio of the number of days remaining in the performance period after
the Participant’s election date over the total number of days in the performance
period.










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     3.3 Commitment Limited by Termination, Retirement, Disability or Death. As of the
Participant’s Termination date, Retirement date, Termination Under Limited Circumstances date, date
of Disability or date of death, all Participant Deferrals under the Plan shall cease.



     3.4 Modification of Deferral Commitment. A Participant’s deferral commitment as
evidenced by his or her Participation Agreement for the applicable Deferral Period shall be
irrevocable.



     3.5 Evergreen Deferral Election. A Participant’s initial deferral commitment as
evidenced by the Participant’s initial Participation Agreement will continue to be effective from
Plan Year to Plan Year and for each successive Deferral Periods until otherwise modified by the
Participant. The Participant’s revised Participation Agreement for Salary Deferrals shall be
provided to the Corporation by no later than the close of the calendar year prior to the year in
which the salary is to be earned by the Participant, and the Participant’s revised Participation
Agreement for Incentive Compensation Deferrals shall be provided to the Corporation by no later
than the close of the calendar year prior to the year in which such Incentive Compensation is to be
earned by the Participant. Such revised Participation Agreement thereafter will continue to be
effective for each successive Deferral Periods until modified by the Participant.



     3.6 A Change in Employment Status. If the Corporation determines that a Participant’s
performance is no longer at a level that deserves to be rewarded through participation in the Plan,
but does not terminate the Participant’s employment with his or her Employer, the Participant’s
existing Participation Agreement shall terminate at the end of the Deferral Period, and no new
Participation Agreement may be made by the Participant until the Plan year following the year in
which the Corporation advises the Employee that he or she may resume Plan participation.



     3.7 Rollovers. At the Corporation’s direction, the Plan may accept on behalf of a
Participant, a rollover of the Participant’s bookkeeping account balance from such other deferred
compensation plans of the Employer in which the Participant also participates, provided, that such
plan permits rollovers. The bookkeeping account balance so rolled shall be known as rollover
contributions (“Rollover Contributions”). The Participant’s Rollover Contributions shall be
credited to the Participant’s Plan Account on a bookkeeping basis in such a manner as the
Corporation shall be able to separately identify such Plan Rollover Contributions and determine all
net gains or losses attributable thereto. Such Plan Rollover Contributions shall, at all times, be
invested in the Plan’s Common Stock Account and shall not be subject to the Participant’s
investment direction or diversification. Plan Rollover Contributions shall be fully vested under
the Plan and shall be subject to the distribution requirements contained within the Participant’s
Rollover Election Form, provided, however, that the Participant’s Rollover Contributions will be
required to be deferred under the Plan for a minimum of five (5) full years from the date of the
rollover regardless of the Participant’s Termination date, Retirement date, or the distribution
instructions contained in the Participant’s Rollover Election Form, and provided further, that the
rollover election and the timing of the rollover election conforms with subsequent deferral
election requirements mandated under Section 409A of the Code including the Participant’s
irrevocable election to make a rollover contribution to the Plan a minimum of twelve full months
prior to the date on which the Participant’s bookkeeping account balance from such other deferred
compensation plan of the Employer vests and becomes available to be distributed to the Participant.



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ARTICLE IV




PARTICIPANT DEFERRALS




     4.1 Plan Account. All Participant Deferrals and Corporate Contributions 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 the Participant’s investment elections, which shall
reflect all earnings, gains or losses attributable to such investment elections.



     4.2 Investment of Participant Deferrals. Subject to the provisions of Section 4.3
hereof, each Participant shall direct the manner in which his or her Participant Deferrals are to
be invested for bookkeeping purposes under the Plan. All Participant Deferrals may be invested for
bookkeeping purposes in any one or more of the Plan’s Investment Accounts in such amounts as the
Participant shall select. Subject to the provisions of Section 4.4 hereof, Participants may modify
their investment elections at such times and in such manner as permitted by the Corporation.



     4.3 Compliance with Corporation’s Stock Ownership Guidelines. Notwithstanding the
foregoing provisions of Section 4.2 hereof, Participants who have not met the Corporation’s Stock
Ownership Guidelines shall be required to defer all Participant Deferrals into the Common Stock
Account until such time as the Corporation Stock Ownership Guidelines have been met.



     4.4 Investment of Participant Deferrals Invested in the Common Stock Account. The
Participant’s election to have his or her Participant Deferrals invested on a bookkeeping basis in
the Plan’s Common Stock Account shall be irrevocable; Participant Deferrals invested in the Common
Stock Account shall not be subject to investment direction by the Participant.



     4.5 Crediting of Participant Deferrals; Withholding. Participant Salary Deferrals
shall be credited to the Participant’s Plan Account as of the date that such Compensation would
have been payable to the Participant but for the Participant’s election to defer such Compensation
to the Plan. Participant Incentive Compensation Deferrals shall be credited to the Participant’s
Plan Account as of the date such Incentive Compensation would have been payable to the Participant
but for the Participant’s election to defer such Incentive Compensation to the Plan. The
withholding of taxes with respect to Participant Deferrals as required by state, federal or local
law will be withheld from the Participant’s Compensation to the maximum extent possible.



     4.6 Section 16 Officers Investment of Participant Deferrals in the Common Stock
Account. Notwithstanding the provisions of Section 4.4 and Section 4.5, hereof, if the
Participant is an “Officer” of the Corporation, as that term is defined in accordance with Section
16 of the Securities Act of 1934, the Participant’s Participant Deferrals shall be invested in the
Plan’s Common Stock Account as follows:




	 	(a)	 	Incentive Compensation Deferrals. Incentive Compensation Deferrals
shall be credited on a bookkeeping basis to the Common Stock Account as of the date the
Incentive Compensation Deferrals would have been payable to the Participant but for the
Participant’s election to defer such Incentive Compensation to the Plan.
	 
	 	(b)	 	Salary Deferrals. Salary Deferrals shall be credited to the Interest
Bearing Account as of the date the Participant’s Salary Deferrals would have been
payable to the Participant but for the Participant’s election to defer such Salary
Deferrals to the Plan. Thereafter, as of the last day of each calendar quarter (or
last business day of the applicable calendar




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	 	 	 	quarter), those Salary Deferrals that the Participant elected to invest in the
Common Stock Account that have been credited to the Interest Bearing Account during
such calendar quarter, with all earnings, gains and losses thereon shall
automatically be transferred to the Plan’s Common Stock Account.





ARTICLE V




CORPORATE CONTRIBUTIONS




     5.1 Crediting of Corporation Contributions. Corporate Contributions shall be credited
on a bookkeeping basis to the Participant’s Plan Account in proportion to the respective amount of
the Participant’s Participant Deferrals made to the Plan during the applicable Deferral Period.
Corporate Contributions shall equal up 100% of the Participant’s first 6% of Participant Deferrals
credited to the Plan for the applicable pay period.



     Notwithstanding the forgoing provisions of this Section 5.1, however, if the Participant is an
“Officer” of the Corporation, as that term is defined in accordance with Section 16 of the
Securities Act of 1934, such Corporate Contributions shall be credited to the Participant’s Plan
Account as follows:




	 	(a)	 	Incentive Compensation Deferrals. Corporate Contributions shall be
credited on a bookkeeping basis to the Participant’s Plan Account as of the date the
Participant’s Incentive Compensation Deferrals are credited, on a bookkeeping basis to
the Participant’s Plan Account.
	 
	 	(b)	 	Salary Deferrals. Corporate Contributions shall be credited to the
Participant’s Plan Account as of the last day of each calendar quarter (or last
business day of the applicable calendar quarter).





     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. Corporate Contributions are not subject to Participant investment directions.



     5.3 Vesting in Corporate Contributions. Subject to the provisions of Section 7.4 of
the Plan, a Participant shall become vested in those Corporate Contributions credited on a
bookkeeping basis to the Participant’s Plan Account upon the Participant’s (1) completion of three
years of vested service, (2) Disability, (3) death, or (4) Termination under Limited Circumstances.
For purposes of this Section 5.3 hereof, the term “vested service” shall be calculated from the
Participant’s employment commencement date through the Participant’s Termination, or Retirement
date (whichever shall first occur), and shall be based on consecutive twelve-month periods during
which time the Participant is employed with an Employer.



     5.4 Forfeiture of Corporate Contributions. In the event of the Participant’s
Termination or Retirement, all not vested Corporate Contributions and any not vested Participant
Predecessor Plan corporate contributions shall be forfeited as of the Participant’s last day of
employment.



     5.5 Determination of Amount. The Plan Administrator shall verify the amount of
Participant Deferrals, Corporate Contributions, and if applicable, Participant Predecessor Plan
Participant Deferrals, Participant Predecessor Plan Corporate Contributions, and Rollover
Contributions with all earnings, gains and losses, if any, to be credited to each Participant’s
Plan Accounts in accordance with the provisions of the Plan. The reasonable and equitable decision
of the Plan Administrator as to the



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value of each Investment 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 Plan Account. The value of an Investment Account on any day not a Determination Date
shall be the value on the last preceding Determination Date. As soon as reasonably practicable
after the close of the Plan Year, the Corporation shall send to each Participant an itemized
accounting statement which shall reflect the Participant’s Plan Account balance.



     5.6 Corporate Assets. All Participant Deferrals, Corporate Contributions, and if
applicable, Participant Predecessor Plan Participant Deferrals, Participant Predecessor Plan
Corporate Contributions, and Rollover Contributions with all dividends, earnings and any other
gains and losses credited to a Participant’s Plan Account remain the assets and property of the
Corporation, which shall be subject to distribution to the Participant only in accordance with
Article VII, of the Plan. Payments made under the Plan shall be in the form of cash and common
shares of the Corporation and shall be made from the general assets of the Corporation, and
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 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, and Section 409A of the Code.



     5.7 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.



     5.8 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 VI




MERGER OF PREDECESSOR PLANS




     6.1 Merger of Predecessor Plans. Effective December 31, 2006, the KeyCorp Deferred
Compensation Plan, the KeyCorp Second Deferred Compensation Plan, the KeyCorp Excess 401(k) Savings
Plan, and the KeyCorp Second 401(k) Excess Savings Plan shall be merged into the Plan, and
participants in such Predecessor Plan will automatically participate in the Plan. Hereinafter the
KeyCorp Deferred Compensation Plan, the KeyCorp Second Deferred Compensation Plan, the KeyCorp
Excess 401(k) Savings Plan, and the KeyCorp Second 401(k) Excess Savings Plan shall be referred to
as the “Predecessor Plan”.



     6.2 Opening Account Balances. All Predecessor Plan participants shall have their
Predecessor Plan benefits reflected, on a bookkeeping basis, as a single Predecessor Plan Opening
Account Balance (“Opening Account Balance”). Such Opening Account Balance shall separately reflect



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Predecessor Plan (1) participant deferrals, (2) corporate contributions, and (3) any
participant rollover balances, with all earnings, gains and losses thereon. All Predecessor Plan
participant deferral elections made prior to December 31, 2006 shall be deferred to the Plan when
paid, and shall be reflected as part of the Participant’s Predecessor Plan Opening Account Balance.
Predecessor Plan benefits, as reflected in the Participant’s Opening Account Balance, will be
subject to the distribution provisions of Section 6.4, Section 6.5 and Section 6.6 hereof, as well
as the requirements of Article VII of the Plan.



     6.3 Investment of Predecessor Plan Benefits.




	 	(a)	 	Participant Deferrals Subject to Investment Direction. Predecessor
Plan participants on or prior to December 31, 2006 shall be required make an election
to direct the investment of those participant deferrals that are subject to investment
diversification under the Predecessor Plan. The Participant’s election to invest his
or her Predecessor Plan participant deferrals in the Plan’s Common Stock Account will
constitute an irrevocable election, and such participant deferrals thereafter will not
be subject to investment diversification by the participant.
	 
	 	(b)	 	Participant Deferrals, Rollover Contributions, and Corporate Contributions
Not Subject to Investment Direction. Predecessor Plan participant deferrals not
subject to investment diversification, Predecessor Plan rollover contributions, and
Predecessor Plan corporate contributions shall automatically be invested in the Plan’s
Common Stock Account, and will not be subject to investment diversification by the
participant.





     6.4 Vesting of Predecessor Plan Corporate Contributions. All Predecessor Plan
corporate contributions that have not vested as of December 31, 2006 shall continue to vest under
the vesting provisions of Section 5.3 hereof, and when vested, shall become a part of the
Participant’s Plan benefit. Notwithstanding the foregoing provisions of this Section 6.4, however,
in the event that the Participant elected to irrevocably invest his or her participant deferrals
under the KeyCorp Deferred Compensation Plan and/or the KeyCorp Second Deferred Compensation Plan
into the common stock account of those plans, and in exchange for this irrevocable investment
election the Participant received an additional 4% corporate contribution amount on such
participant deferrals, then in such event, this additional 4% corporate contribution amount, with
all earnings and gains thereon, shall be forfeited in the event of the Participant’s Termination
prior to his or her (a) Normal Retirement, or (b) Disability and termination of employment.



     6.5 Distribution Election for Predecessor Plan Benefits. Predecessor Plan
participants shall make a single, irrevocable election prior to December 31, 2006 to have all
Predecessor Plan benefits distributed under the following distribution payment options:




	 	(a)	 	a single lump sum distribution, and/or
	 
	 	(b)	 	a series of monthly installment distributions over a period of 60, 120, or 180
months.




If a Predecessor Plan participant fails to make a distribution election for his or her Predecessor
Plan benefits, as provided for under this Section 6.4 hereof, the participant’s Predecessor Plan
benefit with all earnings, gains and losses thereon shall be distributed to the participant as an
installment distribution over a period of 120 months. The distribution of Predecessor Plan
benefits shall be subject to all requirements of Article VII of the Plan.




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     6.6 Constructive Receipt Limitation. Notwithstanding the foregoing provisions of
Section 6.5 hereof, Participants’ Predecessor Plan distribution elections shall remain in effect
and shall control all Participant Plan distributions occurring prior to July 1, 2007.



     6.7 Predecessor Plan Benefits in a Pay Status. All Predecessor Plan benefits in a pay
status as of December 31, 2006 shall continue to be paid in accordance with the distribution
elections in effect and in accordance with the terms of the Predecessor Plan.



ARTICLE VII




DISTRIBUTION OF PLAN BENEFITS




     7.1 Distribution of Plan Benefits. Subject to the provisions of Section 7.4 and
Section 7.7 hereof, a Participant shall commence the distribution of his or her vested Plan Account
balance and vested Opening Account Balance at the Participant’s Termination, Retirement, or
Termination under Limited Circumstances (whichever shall first occur), but in no event later than
90 days following the date of the Participant’s Termination, Retirement, Termination under Limited
Circumstances, or death.



     7.2 Unforeseeable Emergency. Upon a finding that the Participant has suffered an
Unforseeable Emergency, the Corporation shall permit the Participant to obtain an Emergency
Withdrawal from his or her vested Plan Account. The amount of such Emergency Withdrawal shall be
limited to the amount reasonably necessary to meet the Participant’s immediate emergency needs
resulting from the Unforeseeable Emergency, as defined under Section 409A of the Code.
Distributions made to a Participant pursuant to this Section 7.2 hereof shall be paid in a lump sum
amount as soon as administratively practicable but in no event later than 60 days following the
Participant’s Unforeseeable Emergency request.



     7.3 Distribution Options. Subject to the provisions of Section 7.4 and Section 7.5
hereof, a Participant shall elect, as reflected in the Participant’s Participation Agreement, to
receive a distribution of his or her Participant Deferrals and Corporate Contributions for the
applicable Deferral Period under the following payment options:




	 	(a)	 	a single lump sum distribution, or
	 
	 	(b)	 	a series of monthly installment distributions over a period of 60, 120, or 180
months.





     Distribution of Participant Deferrals and Predecessor Plan participant deferrals from the
Plan’s Investment Funds or Interest Bearing Account shall be made in cash. Distributions of
Participant Deferrals, Rollover Contributions, Corporate Contributions, and Predecessor Plan
participant deferrals, corporate contributions, and rollover contributions from the Company Stock
Fund shall be made in KeyCorp common shares.



     7.4 Forfeiture of Plan Benefits. Notwithstanding any other provision of the Plan to
the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months
following the Participant’s Termination or Retirement, then by operation of this Section 7.4
hereof, and without any further notice to the Participant, (a) (i) all Corporate Contributions and
Predecessor Plan corporate contributions, and (ii) all earnings, dividends, and gains allocated to
the Participant’s Plan Account with regard to both Participant Deferrals and Corporate
Contributions as well as Predecessor Plan participant



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deferrals and corporate contributions shall become immediately forfeited (the Participant’s
Participant Deferrals and Predecessor Plan participant deferrals shall be continue to be
distributed to the Participant in accordance with the distribution instructions contained within
the Participant’s Participation Agreements), and (b) all distributed Corporate Contributions and
Predecessor Plan corporate contributions and all distributed earnings, gains and dividends on the
Participant’s Participant Deferrals and Corporate Contributions and Predecessor Plan participant
deferrals and corporate contributions that have been distributed to the Participant within one year
of 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.




     For purposes of this Section 7.4, a “Harmful Activity” shall have occurred if the Participant
shall do any one or more of the following:




	 	(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










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	 	 	 	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 7.4, 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.


          “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.


     7.5 Distribution of Account Balances. The Participant’s vested Plan Account and
vested Opening Account Balance shall be valued as of the Determination Date immediately following
his or her Termination, Retirement, Termination Under Limited Circumstances, or death (the
“valuation date”).



	 	(a)	 	Lump Sum Distributions. If a Participant has elected to receive a lump
sum distribution of all or any portion of his or her vested Plan Account and/or vested
Opening Account Balance, such lump sum distribution shall be made as soon as
administratively practicable but in no event later than 90 days following the
Participant’s Termination, Retirement, Termination Under Limited Circumstances, or
death.
	 
	 	(b)	 	Installment Distributions. If a Participant has elected to receive an
installment distribution of all or any portion of his or her vested Plan Account and/or
vested Opening Account Balance, such installment distribution shall commence as soon as
administratively practicable but in no event later than 90 days following the
Participant’s Termination, Retirement, Termination Under Limited Circumstances, or
death.






	 	(i)	 	The Participant’s vested unpaid Plan Account balances invested
for bookkeeping purposes in the Plan’s Investment Funds and/or Interest Bearing
Account shall be reflected in a distribution sub-account, which shall be
credited monthly with interest based on the average of the Interest Bearing
Account’s rate of return for the 36 month period immediately preceding the
Participant’s Termination,





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	 	 	 	Retirement, or death during the Participant’s installment distribution
period. Distributions shall be made in substantially equal monthly
installments over the Participant’s elected installment distribution period.






	 	(ii)	 	The Participant’s vested unpaid Plan Account balance invested
for bookkeeping purposes in the Plan’s Common Stock Account shall be reflected
as a number of whole and fractional Common Shares in a distribution sub-account
and shall be credited with dividends on a bookkeeping basis which shall be
reinvested in the Plan’s Common Stock Account throughout the installment
distribution period; all such reinvested dividends shall be paid to the
Participant in Common Shares in conjunction with the Participant’s final
installment payment under the Plan. Distributions shall be made in
substantially equal annual installments over the Participant’s elected
installment distribution period.





     7.6 Distribution of Small Accounts. Notwithstanding the provisions of Sections 7.2,
7.3, and 7.5, hereof, if the value of a Participant’s vested Account balance(s) as of the
Determination Date immediately following the Participant’s Termination, Retirement, death, or
Termination Under Limited Circumstances date is under $50,000, the Participant’s Account balance(s)
shall be distributed to the Participant as a single lump sum distribution no later than 90 days
following the Participant’s Termination, Retirement, Termination Under Limited Circumstances, or
death.



     7.7 Payment Limitation for Key Employees. Notwithstanding any other provision of the
Plan to the contrary, including the provisions contained within this Article VII hereof, in the
event that the Participant is determined by KeyCorp to be a “specified employee” within the meaning
of Section 409A of the Code, then in no event may distributions under this Article VII commence
prior to the first business day of the seventh month following Participant’s Separation from
Service date (or his date of death, if earlier). To the extent an amount is deferred under this
Section 7.7 until the first business day of the seventh month following the Participant’s
separation from service date, then in such event, the payment to which the Participant would
otherwise have been entitled to during the first six months shall be accumulated and paid to the
Participant on the first business day of the seventh month with all Plan earnings thereon.
Distribution of the Participant’s Account shall commence on the first day of the seventh month
following the Participant’s Separation from Service date, with such distribution being made in
accordance with the distribution instructions provided in the Participant’s Participation
Agreement(s).



     7.8 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
therefore 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 therefore under the Plan.



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ARTICLE VIII




BENEFICIARY DESIGNATION




     8.1 Beneficiary Designation. Subject to Section 8.3 hereof, each Participant shall be
requested 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 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. Subject to Section 8.3, any Beneficiary designation may be
changed by a Participant without the consent of the previously named Beneficiary by the filing of a
new designation with the Corporation. The filing of a new designation shall cancel all
designations previously filed.



     8.3 No Beneficiary Designation. If any 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 or
before complete distribution of the Participant’s benefits, the Participant’s Beneficiary shall be
the person in the first of the following classes in which there is a survivor:




	 	(a)	 	The Participant’s spouse;
	 
	 	(b)	 	The Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves issue surviving, then such issue shall take, by
right of representation the share the parent would have taken if living; and
	 
	 	(c)	 	The Participant’s estate.




8.4 Distribution Upon Death. If a Participant dies after the distribution of his or her
interest under the Plan has commenced, the remaining portion of the Participant’s entire interest
under the Plan, if any, shall be distributed to the Participant’s Beneficiary in a single lump sum
benefit. If the Participant dies before the distribution of the Participant’s Plan Account has
commenced, the Participant’s entire interest under the Plan shall be valued as of the Determination
Date immediately following the Participant’s date of death, and shall be distributed to his or her
Beneficiary in a lump sum payment within 90 days following the Participant’s date of death in
accordance with the distributions provisions contained in Article VII.




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ARTICLE IX




ADMINISTRATION




     9.1 Administration. The Plan Administrator shall be responsible for the general
administration of the Plan, for carrying out the provisions hereof, and for making payments
hereunder. The Plan Administrator 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 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
Plan Administrator 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 Plan
Administrator 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 Plan Administrator 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’s Claims Review Committee a written request therefore, 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’s Claims Review Committee 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’s Claims Review Committee to review;
	 
	 	(c)	 	a statement by the Claimant setting forth the basis upon which he or she
believes the Plan’s Claims Review Committee 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’s Claims Review
Committee to examine in its consideration of his or her position as stated pursuant to
paragraph (b) above.





     In accordance with this Section, if the Claimant requests a review of the Plan Administrator’s
decision, such review shall be made by the Plan’s Claims Review Committee, who shall, within sixty
(60)



-17-









 







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’s
Claims Review Committee shall not be modified unless the Plan’s Claims Review Committee has acted
in an arbitrary and capricious manner. Subject to the requirements of law, the Plan’s Claims
Review Committee 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’s Claims
Review Committee shall be binding on the claimant and upon all other Persons. If the Participant
or Beneficiary shall not file written notice with the Plan’s Claims Review Committee 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 amend or terminate the
Plan at any time by action of the Board of Directors of the Corporation, 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. No amendment or termination will result in an acceleration of distributions under the Plan
in violation of Section 409A of the Code.




	 	(a)	 	Preservation of Account Balance. No termination, amendment, or
modification of the Plan shall reduce (i) the amount of Plan Rollover
Contributions, Predecessor Plan benefits, Participant Deferrals and Corporate
Contributions, and (ii) all earnings and gains on such Plan Rollover
Contributions, Predecessor Plan benefits, 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 Plan Rollover Contributions,
Predecessor Plan benefits, Participant Deferrals, and Corporate Contributions and all
earnings accrued thereon until the close of the applicable Deferral Period in which
such amendment or modification is made.





     10.2 Effect of Plan Termination. The Corporation may terminate the Plan by
instructing the Plan Administrator to not accept any additional Participation Agreements. If such
a termination occurs, the Plan shall continue to operate and be effective with regard to
Participation Agreements entered into prior to the effective date of such termination.



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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 2.2 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 choice of Investment Funds or method of crediting such earnings to a
Participant’s Pre-Change of Control Account Balances, (3) to reduce or modify the Common Stock
Accounts’ 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 Participant Deferrals and/or
Corporate Contributions to be credited to a 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 such Participant’s Plan Rollover
Contributions, Predecessor Plan benefits, Participant Deferrals, and Corporate Contributions with
all earnings, gains, and losses thereon which are credited to the Participant’s Plan Account and
Opening Account Balance through the close of the calendar year in which such Change of Control
occurs.



     11.2 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 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 on 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 (with any
cash earning interest at the rate applicable to the Interest Earning Account).



     11.3 Change of Control Provisions. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change of Control, (i) the Participant’s employment is terminated
by his or her Employer and any other Employer without cause, or (ii) the Participant resigns within
two years following a Change of Control as a result of the Participant’s mandatory relocation,
reduction in the Participant’s base salary, reduction in the Participant’s average annual incentive
compensation (unless such reduction is attributable to the overall corporate or business unit
performance), or the Participant’s exclusion from stock option programs as compared to comparably
situated Employees, the provisions of Section 6.4 of the Plan which limit a Participant’s ability
to provide services to a financial services organization, business, or company upon the
Participant’s Termination or Retirement, shall become null and void.



     11.4 Amendment in the Event of a Change of Control. On or 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 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.



-19-









 





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”
within the meaning of Sections 201, 301, and 401 of ERISA, and therefore is exempt from the
provisions of Parts 2, 3, and 4 of Title I of ERISA.



     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.



     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 ERISA, the Code, and, to
the extent applicable, 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.



-20-









 





     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 CODE




     13.1 Compliance With Section 409A. 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 in the manner and to the extent
determined necessary or desirable by the Corporation to reflect or otherwise facilitate compliance
with such provisions with respect to amounts deferred. 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 a violation, early taxation, or assessment of
penalties or interest of any amount under Section 409A of the Code.



     WITNESS WHEREOF, KeyCorp has caused this KeyCorp Deferred Savings Plan to be executed by its
duly authorized officer 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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