exv10w38







	 	 	 	 	 



Exhibit 10.38




THE SECOND AMENDMENT TO THE KEYCORP

SUPPLEMENTAL RETIREMENT BENEFIT PLAN





     WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement Benefit Plan (“Plan”),
and



     WHEREAS, the Board of Directors of KeyCorp has authorized its Compensation Committee to
approve amendments to the Plan, and



     WHEREAS, the Compensation Committee of the Board of Directors of KeyCorp has authorized the
execution of this Second Amendment.



     NOW THEREFORE, pursuant to such action of the Compensation Committee, the Plan is amended as
follows:




	 	1.	 	Section 5.1(a) is amended to delete it in its entirety and to substitute therefore the
following:






	 	“(a)	 	If a Participant dies in active employment after completion of five or more
years of Credited Service and is survived by a surviving spouse, a monthly retirement
allowance shall be paid to the Participant’s spouse commencing on the first day of the
month coincident with or next following the Participant’s date of death. Each such
monthly retirement allowance shall equal 50 percent of the monthly retirement allowance
to which the Participant would have been entitled had the Participant retired as of the
Participant’s Normal Retirement Date. Such death benefit shall be paid in the form of a
single life annuity and shall be subject to distribution any time after the
Participant’s earliest retirement date.






	 	 	 	For purposes of calculating the death benefit contained within this Section 5.1(a) only, the
following shall apply:






	 	(i)	 	The Participant’s Primary Social Security Benefit shall be calculated
as if the Participant had retired as of his Normal Retirement Date,
	 
	 	(ii)	 	The Participant’s Pension Plan benefit shall be calculated under the
provisions of Article IV of the Pension Plan as if the Participant had died on his
Normal Retirement Date, with such Pension Plan benefit being increased for purposes
of this Section 5.1(a) with an imputed Average Interest Credit to reflect the
Participant’s Normal Retirement Date monthly retirement benefit converted to a
single life annuity option using the Average Treasury Rate and Gatt Mortality
Tables.
	 
	 	(iii)	 	The monthly retirement allowance paid to the Participant’s spouse
upon the Participant’s death shall be reduced if paid prior to the Participant’s
Normal Retirement Date using those actuarial factors as are applicable under the
KeyCorp Pension Plan (1989 Restatement).”






	 	2.	 	Section 6.2 shall be amended to delete it in its entirety and to substitute therefore
the following:
	 
	 	 	 	“6.2 Termination Prior to Five (5) Years of Credit Service. A Participant who terminates
his employment with the Employer because of total and permanent disability and who has
completed less than five (5) years of Credited Service at such time shall not be entitled to
any benefits from the Plan.”
	 
	 	3.	 	The first paragraph of Section 6.3 shall be amended to delete it in its entirety and to
substitute therefore the following:
	 
	 	 	 	“6.3” Termination After Five (5) Years of Credited Service. A Participant who
terminates his employment with the Employer because of total and permanent disability and
who has completed five (5) 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:






	 	(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.”





     IN WITNESS WHEREOF, KEYCORP has caused this Amendment to the Plan to be executed by its duly
authorized officer as of this first day of August, 1996.



	 	 	 	 	 
	 	KEYCORP

 	 
	 	By:  	/s/ Steven N. Bulloch
 	 
	 	Title: 	Assistant Secretary