EX-10.43






Exhibit 10.43




KEYCORP



SUPPLEMENTAL RETIREMENT BENEFIT PLAN


FOR KEY EXECUTIVES


Effective July 1, 1990


Restated August 16, 1990



 









 





KEYCORP

SUPPLEMENTAL RETIREMENT BENEFIT PLAN

FOR KEY EXECUTIVES

RESTATED AUGUST 16, 1990



PREAMBLE



     The purpose of this Supplemental Retirement Benefit Plan for Key Executives is to provide
certain employees with supplemental retirement benefits. It is intended that this Plan will aid in
attracting and retaining employees of exceptional ability by providing them with this benefit.
This Plan is effective on July 1, 1990.



ARTICLE I




DEFINITIONS




     For the purposes herein, the following terms shall have the meaning indicated:



     1.1 Board. “Board” shall mean the Board of Directors of KeyCorp as from time to time
constituted.



     1.2 Credited Service. “Credited Service” shall mean the same period of time as
constitutes Credited Service for that Participant under the Pension Plan except that:




     (a) It shall not be subject to a thirty-five (35) year maximum, and




     (b) It shall continue to accrue during periods of total and permanent disability to the
extent provided by Article VI hereof.



     1.3 Effective Date. “Effective Date” shall mean July 1, 1990.



     1.4 Employee. “Employee” shall mean any person regularly employed by the Employer,
including officers, but not including directors unless a director is also an


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officer or employee of
the Employer, nor attorneys or other persons doing independent professional work who are retained
by the Employer.




     1.5 Employer. “Employer” shall mean KeyCorp and all of its wholly-owned subsidiaries,
each with respect to its own Employees.



     1.6 Final Average Salary. “Final Average Salary” shall mean the average of the annual
Salary of a Participant for the highest three (3) calendar years out of the last five (5) calendar
years preceding the Participant’s termination of employment; if the Participant has less than three
(3) years of employment, the average shall be for all of the Participant’s years of employment. If
the Participant is not compensated for all or a part of a year in such period because of an
absence, the number of complete months in which the Participant received no compensation during
such year shall be disregarded in determining Final Average Salary.



     1.7 Incentive Compensation. “Incentive Compensation” shall mean amounts payable to a
participant under the KeyCorp Executive Incentive Compensation Plan.



     1.8 Participant. “Participant” shall mean an employee entitled to participate in this
Plan in accordance with Article II hereof.



     1.9 Pension Plan. “Pension Plan” shall mean the KeyCorp Pension Plan as amended from
time to time.



     1.10 Plan. “Plan” shall mean the KeyCorp Supplemental Retirement Benefit Plan for Key
Executives as contained herein or as amended from time to time.



     1.11 Plan Year. “Plan Year” shall mean the calendar year.



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     1.12 Salary. “Salary” shall mean the base salary and Incentive Compensation of an
Employee exclusive of bonuses, overtime pay and other extra compensation. For this purpose, the
basic salary of an Employee shall include:




     (a) Amounts that are the subject of a deferred compensation agreement between the
Employee and the Employer;




     (b) Amounts that are the subject of a Salary Reduction Agreement within the meaning of
the KeyCorp Profit Sharing Plus Plan; and




     (c) Amounts that are the subject of a salary reduction arrangement between the Employee
and the Employer in accordance with the Internal Revenue Code Section 125.



     1.13 Service. “Service” shall mean the same period of time as constitutes Service for
that Participant under the Pension Plan.



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ARTICLE II


PARTICIPATION




     2.1 General Rules. Participation shall be limited to Participants of the KeyCorp
Supplemental Retirement Benefit Plan for Key Executives who are designated as Participants of this
Plan by the Board. A Participant in this Plan shall not also be a Participant in the KeyCorp
Supplemental Retirement Benefit Plan.



     2.2 Reemployment of Participant. A Participant who has terminated his employment and
subsequently is reemployed shall become a Participant immediately upon his reemployment provided
that the Board again designates him for participation in the Plan.



     2.3 Prospective Changes in Participation Requirements. The Employer, in its sole
discretion, reserves the right to alter the requirements for participation in Section 2.1 at any
time and from time to time; provided, however, that any such change shall not cause any Employee
who became a Plan Participant hereunder prior to the effective date of such change to become
ineligible hereunder by virtue of such change.



     2.4 Vesting. A Participant shall be one-hundred percent (100%) vested in benefits
under this Plan upon completion of five (5) years of Credited Service.



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ARTICLE III


RETIREMENT CONDITIONS




     3.1 Normal Retirement. Except as may be provided in an applicable Appendix to the
Plan, the Normal Retirement Date of a Participant shall be the earliest of:




     (a) The first day of the month coinciding with or next following the date he attains
the age of sixty-five (65); or




     (b) The first day of the month coinciding with or next following the date that the
Participant both attains the age of sixty-two (62) and completes fifteen (15) years of
Credited Service.



     3.2 Delayed Retirement Date. A Participant may continue in the employment of the
Employer beyond his Normal Retirement Date, but, to the extent permitted by applicable law, he may
continue in the employment of the Employer beyond his seventieth (70th) birthday only if agreed to
by the Employer. To the extent permitted by applicable law, a Participant continuing in employment
beyond his seventieth (70th) birthday shall retire from the employment of the Employer on the first
day of the month coinciding with or next following the end of the last approved period of
employment.



     3.3 Early Retirement Date. A Participant may retire from employment of the Employer
prior to his Normal Retirement Date, on the first day of any month coinciding with or following the
date on which he has either attained the age of sixty (60), or both attained the age of fifty (50)
and completed at least fifteen (15) years of Credited Service.




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ARTICLE IV


RETIREMENT ALLOWANCES




     4.1 Normal Retirement Allowance. A Participant shall, upon retirement at his Normal
Retirement Date, receive a monthly retirement allowance which shall commence on such retirement
date and shall be payable in the form and over such duration as elected by the Participant. The
amount of each such retirement allowance shall be equal to (a) plus (b) minus (c) as follows:




     (a) One-twelfth (1/12th) of seventy-five percent (75%) of his Final Average Salary
reduced by two (2) percentage points for the number of years by which the Participant’s
total years of Credited Service at his Normal Retirement Date is less than twenty-five (25)
years (rounded down to the nearest whole year), multiplied by a fraction, the numerator of
which is the Participant’s years of Credited Service earned prior to January 1, 1988, and
the denominator of which is the Participant’s total years of Credited Service at his Normal
Retirement Date.




     (b) One-twelfth (1/12th) of sixty-five percent (65%) of his Final Average Salary
reduced by 2.6 percentage points for the number of years by which the Participant’s total
years of Credited Service at his Normal Retirement Date is less than twenty-five (25) years
(rounded down to nearest whole year), multiplied by a fraction, the numerator of which is
the Participant’s years of Credited Service earned after December 31, 1987, and the
denominator of which is the Participant’s total Years of Credited Service at his Normal
Retirement Date.




     (c) The sum of:




     (i) His monthly retirement benefit under the Pension Plan determined at his
Normal Retirement Date; and



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     (ii) His monthly Primary Social Security Benefit as defined in the Pension
Plan.



     4.2 Delayed Retirement Allowance. Upon retirement after his Normal Retirement Date, a
Participant shall receive a monthly allowance which shall commence on the first day of the month
coincident with or next following the date of such retirement and shall be payable in the form and
over such duration as elected by the Participant pursuant to Section 4.5. The amount of each such
monthly retirement allowance shall be computed in the same manner as the Normal Retirement
Allowance except that Final Average Salary and Credited Service will be determined as of the
Delayed Retirement date.



     4.3 Early Retirement Allowance. Upon retirement at his Early Retirement Date, a
Participant shall receive a monthly retirement allowance, which shall commence on the first day of
any month coinciding with or preceding his Normal Retirement Date and shall be payable in the form
and over such duration as elected by the Participant pursuant to Section 4.5. The amount of each
such monthly retirement allowance shall be equal to the product of items (a), (b) and (c) below:




     (a) A monthly retirement allowance determined in the same manner as for retirement at
his Normal Retirement Date except that:




     (i) Credited Service shall be determined as if the Participant had in fact
continued in active employment until his Normal Retirement Date; and




     (ii) Final Average Salary shall be determined as of the date of his actual
retirement.



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     (b) The ratio that the Participant’s Credited Service to the date of his actual
retirement bears to the Credited Service that he would have had if he had continued in
employment until his Normal Retirement Date. For this purpose, the Normal Retirement Date
of a Participant shall be the earliest date on which the Participant could have retired
under Section 3.1.




     (c) Actuarial reduction factors which take into account the commencement of benefits
prior to a Participant’s Normal Retirement Date. Such actuarial reduction factors shall be
the same factors as are then applicable under the Pension Plan with respect to the
commencement of benefits before a Participant’s Normal Retirement Date under the Pension
Plan.



     4.4 Vested Termination Allowance. A vested Participant, who terminates before his
Early Retirement Date, shall receive a monthly retirement allowance, which shall commence on the
first day of the month coinciding with or next following his sixty-fifth (65th) birthday and shall
be payable in the form and over such duration as elected by the Participant pursuant to Section
4.5. The amount of each such monthly retirement allowance shall be equal to the product of items
(a) and (b) below:




     (a) A monthly retirement allowance determined in the same manner as for retirement at
his Normal Retirement Date except that:




     (i) Credited Service shall be determined as if the Participant had in fact
continued in active employment until his sixty-fifth (65th) birthday; and




     (ii) Final Average Salary shall be determined as of the date of his actual
retirement.



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     (b) The ratio that the Participant’s Credited Service to the date of his actual
retirement bears to the Credited Service that he would have had if he had continued in
employment until his sixty-fifth (65th) birthday.



     4.5 Optional Methods of Retirement Payments. The benefits hereunder shall be paid in
accordance with the optional method of retirement payment that has been elected by the Participant
at the time of initial Plan participation. The Participant may elect one of the following payment
forms:




     (a) Joint and fifty percent (50%) survivor benefit.




     (b) Joint and one hundred percent (100%) survivor benefit.




     (c) Ten (10) year certain and life.




     (d) Fifteen (15) year certain and life.




     (e) Single life annuity.


The same actuarial reduction factors and method of calculating actuarial equivalence under the
Pension Plan shall be applicable under this Plan. Any such optional method of retirement payment
shall be the actuarial equivalent of the actual dollar amount of lifetime retirement allowance
otherwise payable from this Plan after adjustment for the benefit payable from the Pension Plan and
the Primary Social Security Benefit.




     4.6 Special Rules With Regard to Calculation of Retirement Allowances. The following
special rules shall be applicable with regard to the calculation of retirement allowances under the
Plan:




     (a) A Participant’s monthly retirement benefit under the Pension Plan shall mean the
benefit to which the Participant is or, upon proper application, would be, entitled under
the Pension Plan. For this purpose, the benefit to which



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the
Participant would be entitled
under the Pension Plan is the benefit which he could receive if he elected to commence
payments at the earliest time available under the Pension Plan, notwithstanding when he
actually elects to have benefits commence.




     (b) The Participant’s Primary Social Security Benefit shall mean the Primary Social
Security Benefit payable, if proper application were made, when the Participant retires
under this Plan.




     If a Participant is not eligible for such Primary Social Security Benefit upon his
retirement under this Plan, and upon proper application would not be so entitled, then no
Primary Social Security Benefit shall be taken into account under Section 4.1 until the
earliest date at which he is eligible to receive such benefits if proper application were
made. In such an event, the Primary Social Security Benefit to which such Participant is
or, upon proper application, would be entitled at such earliest date shall be taken into
account under Section 4.1 in calculating his benefits under this Plan from and after such
date. Once such Primary Social Security Benefits are taken into account under Section 4.1,
any subsequent change in the Participant’s Primary Social Security Benefits
(whether such change is the result of applying a cost-of-living increase, or recomputing the
benefit based upon more recent compensation or otherwise) shall be disregarded.




     (c) If a Participant is not a participant in the Pension Plan, his benefit will be
determined without reference to the amount of his benefit under the Pension Plan specified
in Section 4.1; provided, however, that if such Participant



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is a participant in a defined
benefit pension plan qualified under Internal Revenue Code Section 401(a), maintained by the
Employer or any subsidiary thereof, other than the Pension Plan, then the benefit payable to
such Participant under such other plan, determined in accordance with subsection (a) above,
shall be applied in lieu of the amount of his benefit under the Pension Plan specified in
Section 4.1.




     (d) If a Participant is entitled to receive a benefit from the Pension Plan and also
from another defined benefit pension plan qualified under Internal Revenue Code Section
401(a), maintained by the Employer or any subsidiary thereof, then the amount payable from
such other plan, determined in accordance with subsection (a) above, shall be added to the
amount of his benefit under the Pension Plan taken into account in accordance with Section
4.1.




     (e) Specific exceptions to the provisions of the Plan related to the calculation of
Retirement Allowances shall be governed by the Appendices which are incorporated as part of
this Plan.



ARTICLE V


DEATH BENEFITS




     5.1 Death Prior to Retirement.




     (a) If a Participant dies in active employment and prior to becoming eligible for
either an Early Retirement Allowance or a Normal Retirement Allowance hereunder, no death
benefit shall be payable from this Plan.



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     (b) If a Participant dies in active employment but after becoming eligible for either
an Early Retirement Allowance or a Normal Retirement Allowance, and is survived by his
spouse, a monthly retirement allowance shall be paid to his surviving spouse commencing on
the first day of the month coincident with or next following his date of death and
continuing on the first day of each month thereafter during his spouse’s lifetime. Each
such monthly retirement allowance shall equal seventy-five percent (75%) of the monthly
retirement allowance to which the Participant would have been entitled had he retired on
this date of death.




     For the purpose of calculating this death benefit only, the following special rules
apply with respect to the calculation of the Primary Social Security Benefit which the
Participant would have been entitled to receive:




     (i) If both the Participant had attained his sixty-second (62nd) birthday and
his spouse had attained her sixtieth (60th) birthday on the Participant’s date of
death, then the Primary Social Security Benefit to which the Participant would have
been entitled had he retired on his date
of death instead of dying and then commenced receiving Social Security benefits will
be applied.




     (ii) In all other cases, the Primary Social Security Benefit shall be deemed to
be zero.



     5.2 Death After Commencement of Retirement Allowance. Except as provided in Section
4.5, all rights to any benefits under the Plan will cease upon the death of any Participant for
whom retirement allowances have commenced.



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ARTICLE VI


DISABILITY BENEFITS




     6.1 Total and Permanent Disability Defined. Total and permanent disability shall mean
such disability as, after the expiration of the waiting period provided by law, will entitle the
Participant to receive disability benefit payments in accordance with Title II of the United States
Social Security Act.



     6.2 Termination Prior to Ten Years of Credited Service. A Participant who terminates
his employment with the Employer because of total and permanent disability and who has completed
less than ten (10) years of Credited Service at such time shall not thereby be entitled to any
benefits from the Plan.



     6.3 Termination After Ten Years of Credited Service. A Participant who terminates his
employment with the Employer because of total and permanent disability and who has completed ten
(10) or more years of Credited Service shall be subject to whichever of the following subsections
shall be applicable:




     (a) If he shall (after the applicable statutory waiting period) be continuously
disabled and entitled to Social Security disability benefits until his attainment of age
sixty-five (65), then he shall receive a monthly retirement allowance from this Plan
commencing upon the first day of the month coincident with or next following the attainment
of his sixty-fifth (65th) birthday and payable on the first day of each month thereafter for
his remaining lifetime. Such monthly retirement allowance shall be determined in the same
manner as for retirement at his Normal Retirement Date, except that:



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     (i) Credited Service shall be determined as if the Participant had in fact
continued in active employment until his sixty-fifth (65th) birthday, and




     (ii) Final Average Salary shall be determined as of the date of his actual
termination of employment due to disability.




     (b) If he shall (after the applicable statutory waiting period) not be continually
disabled and entitled to Social Security disability benefits until his attainment of age
sixty-five (65), he shall not be entitled to a disability benefit from this Plan, but shall
be subject to the provisions of Section 6.4 hereof.



     6.4 Recovery From Disability Prior to Normal Retirement Date. If a Participant who
became totally and permanently disabled thereafter recovers from such disability prior to attaining
age sixty-five (65) (as evidenced solely by the fact that he is no longer eligible for Social
Security disability benefits), then his benefits from this Plan shall be determined as follows:




     (a) If he returns to employment with the Employer upon such recovery, then he shall not
be entitled to any disability benefits in accordance with this Article VI. For the purpose
of determining his entitlement to, and amount of, benefits under any other provision of this
Plan, however, his period of Credited Service and Service shall include the period during
which he was totally and permanently disabled.




     (b) If he fails to return to employment with the Employer upon such recovery, then he
shall not be entitled to any disability benefits in accordance with this Article VI. This
shall not, however, deprive him of the benefits if any, to



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which he is otherwise entitled under this Plan based upon his age, Credited Service, Service
and Final Average Salary, as of his termination of employment due to disability.



ARTICLE VII


ADMINISTRATION




     7.1 Contributions by Participants. No contributions by Participants shall be required
or permitted under this Plan.



     7.2 Contributions by Employer.




     (a) This Plan is intended to be an unfunded plan maintained primarily to provide
deferred compensation




     (b) The Employer shall be responsible for the payment of all benefits provided under
the Plan. At its discretion, the Employer may establish one or more trusts, with such
trusts as the Employer may approve for the purpose of providing for the payment of such
benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject
to the claims of the Employer’s creditors. To the extent any benefits provided under the
Plan are actually paid from any such trust, the Employer shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain the
obligations of, and shall be paid by, the Employer. Employer’s obligation under the Plan
shall be that of an unfunded and unsecured promise of Employer to pay money in the future.



     7.3 Designation and Duties of Administrator. The Board shall designate the
administrator of this Plan who shall administer this Plan and who shall serve until the



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Board
designates another administrator. All decisions of such administrator with respect to the
administration of this Plan shall be final and binding upon the Employer, the Participants and all
other parties hereto.




     7.4 Amendment. The Board shall have the right at any time, and from time to time, to
amend, in whole or in part, any or all of the provisions of this Plan. However, no such amendment
shall reduce or eliminate any benefit to which the Participant would then be entitled to receive
(based upon his age, Credited Service, Service and Final Average Salary as of the date of such
amendment) as of the date of such amendment.



     7.5 Plan Termination. The Board shall have the right at any time to terminate this
Plan. However, no such termination shall reduce or eliminate any benefit to which the Participant
would then be entitled to receive (based upon his age, Credited Service, Service and Final Average
Salary as of the date of such termination) as of the date of such termination.



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ARTICLE VIII


CLAIMS PROCEDURES




     8.1 Claim. The Committee shall establish rules and procedures to be followed by
Participants and Beneficiaries in (a) filing claims for benefits, and
 (b) for furnishing and verifying proofs necessary to establish the right to benefits in accordance
with the Plan, consistent with the remainder of this Article. Such rules and procedures shall
require that claims and proofs be made in writing and directed to the Committee.



     8.2 Review of Claim. The Committee shall review all claims for benefits. Upon
receipt by the Committee of such a claim, it shall determine all facts which are necessary to
establish the right of the claimant to benefits under the provisions of the Plan and the amount
thereof as herein provided within ninety (90) days of receipt of such claim. If prior to the
expiration of the initial ninety (90) day period, the Committee determines additional time is
needed to come to a determination on the claim, the Committee shall provide written notices to the
Participant, Beneficiary or other claimant of the need for the extension, not to exceed a total of
one hundred eighty (180) days from the date the application was received.



     8.3 Notice of Denial of Claim. In the event that any Participant, Beneficiary or
other claimant claims to be entitled to a benefit under the Plan, and the Committee determines that
such claim should be denied in whole or in part, the Committee shall, in writing, notify such
claimant that the claim has been denied, in whole or in part, setting forth the specific reasons
for such denial. Such notification shall be written in a manner reasonably expected to be
understood by such claimant and shall refer to the specific



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sections of the Plan relied on, shall describe any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or information is
necessary, and where appropriate, shall include an explanation of how the claimant can obtain
reconsideration of such denial.




     8.4 Reconsideration of Denied Claim.




     (a) Within sixty (60) days after receipt of the notice of the denial of a claim, such
claimant or duly authorized representative may request, by mailing or delivery of such
written notice to the Committee, a reconsideration by the Committee of the decision denying
the claim. If the claimant or duly authorized representative fails to request such a
reconsideration within such sixty (60) days period, it shall be conclusively determined for
all purposes of this Plan that the denial of such claim by the Committee is correct. If
such claimant or duly authorized representative requests a reconsideration within such sixty
(60) day period, the claimant or duly authorized representative shall have thirty (30) days
after filing a request for reconsideration to submit additional written material in support
of the claim, review pertinent documents, and submit issues and comments in writing.




     (b) After such reconsideration request, the Committee shall determine within sixty (60)
days of receipt of the claimant’s request for reconsideration whether such denial of the
claim was correct and shall notify such claimant in writing of its determination. The
written notice of decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant, as well as
specific references to the pertinent



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Plan provisions on which the decision is based. In the event of special circumstances
determined by the Committee, the time for the Committee to make a decision may be extended
by additional sixty (60) days upon written notice to the claimant prior to the commencement
of the extension. If such determination is favorable to the claimant, it shall be binding
and conclusive. If such determination is adverse to such claimant, it shall be binding and
conclusive unless the claimant or duly authorized representative notifies the Committee
within ninety (90) days after the mailing or delivery to the claimant by the Committee of
its determination that claimant intends to institute legal proceedings challenging the
determination of the Committee and actually institutes such legal proceedings within one
hundred eighty (180) days after such mailing or delivery.



     8.5 Employer to Supply Information. To enable the Committee to perform its functions,
the Employer shall supply full and timely information to the Committee of all matters relating to
the retirement, death or other cause for termination of service of all Participants, and such other
pertinent facts as the Committee may require.



ARTICLE IX


MISCELLANEOUS




     9.1 Headings and Subheadings. The headings and subheadings in the Plan have been
inserted for convenience of reference only and are to be ignored in any construction of the
provisions hereof.



     9.2 Gender and Number. Whenever any words are used herein in the masculine gender
they shall be construed as though they were also used in the feminine gender in all cases where
they would so apply, and whenever any words are



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used herein in the singular form they shall be
construed as though they were also used in plural form in all cases where they would so apply.




     9.3 Construction of Plan. This Plan shall be construed according to the laws of the
State of New York and all provisions hereof shall be administered according to the laws of such
State.



     9.4 Employee’s Rights. Neither the establishment of this Plan, nor any modification
thereof, nor the payment of any benefits, shall be construed as giving to an Employee or other
person, any legal or equitable right against the Employer, or any officer or Employee thereof,
except as herein provided. Under no circumstances shall the terms of employment of an Employee be
modified or in any way affected hereby.



     9.5 Vested Interest. No Plan Participant or other Employee shall have a vested
interest with respect to this Plan except as specifically provided herein.



     9.6 Receipt or Release. Any payment to an Employee, contingent annuitant,
beneficiary, or to their legal representatives, in accordance with the provisions of the Plan,
shall to the extent thereof be in full satisfaction of all claims hereunder against the Employer,
who may require such Employee, contingent annuitant, beneficiary or legal representative, as a
condition precedent to such payment, to execute a receipt and release therefor in such form as
shall be determined by the Employer.



     9.7 Spendthrift Clause. Except insofar as may be contrary to any applicable law, no
payment of any benefit under the Plan shall be assignable and no such payment or contribution shall
be subject to the claims of any creditor.



     9.8 Facility of Payments. If any Employee, contingent annuitant or beneficiary is a
minor or is, in the judgment of the administrator, otherwise legally incapable of



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personally
receiving and giving a valid receipt for any payment due him under the Plan, the administrator may,
unless and until claim shall have been made by a duly appointed guardian or legal representative of
such person, make such payment or any part thereof to such person’s spouse, child, parent, brother
or sister, or other person deemed by the administrator to have incurred expense for or assumed
responsibility for the expense of such person. Any payment so made shall be in complete discharge
of any liability under the Plan for such payment.




     9.9 Delegation of Authority by the Employer. Whenever the Employer, under the terms
of this Agreement, is permitted or required to do or perform any act or matter or thing, it shall
be done and performed by any officer thereunto duly authorized by its Board of Directors.



     IN WITNESS WHEREOF, KEYCORP has caused its corporate seal to be affixed hereto and these
presents to be executed by its duly authorized corporate officers, this ___ day of                                         ,
199_, to be effective as of July 1, 1990.



	 	 	 	 	 	 	 	 	 
	(Seal)	 	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

Secretary

	 	 	 	 	 	 

	 	 






     IN WITNESS WHEREOF, KEYCORP has caused its corporate seal to be affixed hereto and these
presents to be executed by its duly authorized corporate officers, this ___ day of                                         ,
1990, to be effective as of July 1, 1990.



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	(Seal)	 	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

Secretary

	 	 	 	 	 	 

President
	 	 






Page 22 — SUPPLEMENTAL RETIREMENT BENEFIT PLAN FOR KEY EXECUTIVES




 









 





APPENDIX A



Special Provisions Applicable to Employees of Key Pacific Bancorporation and its Subsidiaries.





	1.	 	Service and Credited Service (Plan Reference: Section I).
	 
	 	 	For the purpose of determining the benefit payable to any Participant listed below, the
Service and Credit Service of such a Participant shall be determined as if the Employer of
each such Participant had been an Employer under the Pension Plan throughout the period that
the Participant was in the employ of such Employer.
	 
	 	 	Thaddeus R. Winnowski

William H. Stevens





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APPENDIX B



Special Provisions Applicable to Employees of National Commercial Bank and Trust Company.





	1.	 	Normal Retirement (Plan Reference: Section 3.01).
	 
	 	 	The Normal Retirement Date of Participants who were members of the Retirement System of the
national Commercial Bank and Trust Company on January 1, 1951, shall be the first day of the
month coinciding with or next following the date that the Participant attains the age of
sixty (60).





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APPENDIX C



Special Provisions Applicable to Hans F. Horjo.





	1.	 	Credited Service (Plan Reference: Section 1.02).
	 
	 	 	For purposes of determining Mr. Horjo’s Credited Service under the Plan, Mr. Horjo will be
deemed to have commenced employment on July 1, 1976.





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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1 Board
	 	 	1	 
	1.2 Credited Service
	 	 	1	 
	1.3 Effective Date
	 	 	1	 
	1.4 Employee
	 	 	1	 
	1.5 Employer
	 	 	2	 
	1.6 Final Average Salary
	 	 	2	 
	1.7 Incentive Compensation
	 	 	2	 
	1.8 Participant
	 	 	2	 
	1.9 Pension Plan
	 	 	2	 
	1.10 Plan
	 	 	2	 
	1.11 Plan Year
	 	 	2	 
	1.12 Salary
	 	 	3	 
	1.13 Service
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	4	 
	 
	 	 	 	 
	2.1 General Rule
	 	 	4	 
	2.2 Reemployment of Participant
	 	 	4	 
	2.3 Prospective Changes in
Participation Requirements
	 	 	4	 
	2.4 Vesting
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III RETIREMENT CONDITIONS
	 	 	5	 
	 
	 	 	 	 
	3.1 Normal Retirement
	 	 	5	 
	3.2 Delayed Retirement Date
	 	 	5	 
	3.3 Early Retirement Date
	 	 	5	 






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	 	 	PAGE	 
	ARTICLE IV RETIREMENT ALLOWANCES
	 	 	5	 
	 
	 	 	 	 
	4.1 Normal Retirement Allowance
	 	 	6	 
	4.2 Delayed Retirement Allowance
	 	 	7	 
	4.3 Early Retirement Allowance
	 	 	7	 
	4.4 Vested Termination Allowance
	 	 	8	 
	4.5 Optional Methods of Retirement
Payments
	 	 	9	 
	4.6 Special Rules With Regard to
Calculation of Retirement
Allowances
	 	 	9	 
	 
	 	 	 	 
	ARTICLE V DEATH BENEFITS
	 	 	11	 
	 
	 	 	 	 
	5.1 Death Prior to Retirement
	 	 	11	 
	5.2 Death After Commencement
of Retirement Allowance
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VI DISABILITY BENEFITS
	 	 	13	 
	 
	 	 	 	 
	6.1 Total and Permanent Disability
Defined
	 	 	13	 
	6.2 Termination Prior to Ten Years
of Credited Service
	 	 	13	 
	6.3 Termination After Ten Years
of Credited Service
	 	 	13	 
	6.4 Recovery From Disability Prior
to Normal Retirement Date
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VII ADMINISTRATION
	 	 	15	 
	 
	 	 	 	 
	7.1 Contributions by Participants
	 	 	15	 
	7.2 Contributions by Employer
	 	 	15	 
	7.3 Designation and Duties of
Administrator
	 	 	15	 
	7.4 Amendment
	 	 	16	 
	7.5 Plan Termination
	 	 	16	 







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	 	 	PAGE	 
	ARTICLE VIII CLAIMS PROCEDURE
	 	 	17	 
	 
	 	 	 	 
	8.1 Claim
	 	 	17	 
	8.2 Review of Claim
	 	 	17	 
	8.3 Notice of Denial of Claim
	 	 	17	 
	8.4 Reconsideration of Denied Claim
	 	 	18	 
	8.5 Employer to Supply Information
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	19	 
	 
	 	 	 	 
	9.1 Headings and Subheadings
	 	 	19	 
	9.2 Gender and Number
	 	 	19	 
	9.3 Construction of Plan
	 	 	20	 
	9.4 Employee’s Rights
	 	 	20	 
	9.5 Vested Interest
	 	 	20	 
	9.6 Receipt or Release
	 	 	20	 
	9.7 Spendthrift Clause
	 	 	20	 
	9.8 Facility of Payments
	 	 	20	 
	9.9 Delegation of Authority by
the Employer
	 	 	21	 
	 
	 	 	 	 
	APPENDIX A
	 	 	 	 
	 
	 	 	 	 
	APPENDIX B
	 	 	 	 
	 
	 	 	 	 
	APPENDIX C
	 	 	 	 







iii