exv10w49






Exhibit 10.49




KEYCORP

SECOND SUPPLEMENTAL RETIREMENT PLAN




ARTICLE I




THE PLAN



     The KeyCorp Second Supplemental Retirement Plan (the “Plan”), as originally established on
December 28, 2004, and thereafter amended and restated as of December 31, 2006 to reflect the
merger of the KeyCorp Supplemental Retirement Plan into the Plan effective December 31, 2006, and
thereafter amended and restated as of December 31, 2007 and September 1, 2009, is hereby restated
to reflect the December 31, 2009 Plan amendment to freeze all new additional accruals under the
Plan. It is the intention of KeyCorp and it is the understanding of those employees covered under
the Plan, that the Plan constitutes a nonqualified retirement plan for a select group of management
or highly compensated employees as described in Section 201(2), Section 301(3) and Section
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and as
such, the Plan is unfunded for tax purposes and for purposes of Title I of ERISA.



ARTICLE II




DEFINITIONS



     2.1 Meanings of Definitions. As used herein, the following words and phrases shall
have the meanings hereinafter set forth, unless a different meaning is plainly required by the
context:




	 	(a)	 	“Average Interest Credit” shall mean the average of the Interest Credits (as
defined in the Retirement Plan) for the three (3) consecutive calendar years ending
with the year of the Grandfathered Employee’s termination.
	 
	 	(b)	 	“Average Treasury Rate” shall mean the average of the Treasury Rates (as
defined in the Retirement Plan) for the three (3) consecutive calendar years ending
with the year of the Grandfathered Employee’s termination.
	 
	 	(c)	 	“Equity/Compensation Award” shall mean one-half (50%) of the value of an award
granted under the KeyCorp 2004 Equity Compensation Plan for any Plan year. The term
“Equity/Compensation Award” may include “Stock Appreciation Rights”, “Restricted
Stock”, “Restricted Stock Units”, “Performance Shares”, and/or “Performance Units”, but
shall specifically not include “Options” as those terms have been defined in accordance
with the provisions of the KeyCorp 2004 Equity Compensation Plan.”
	 
	 	(d)	 	“Beneficiary” shall mean the Grandfathered Employee’s surviving spouse or such
other Beneficiary determined pursuant to Article VII of the Retirement Plan in the
event the Grandfathered Employee dies before his or her Supplemental Retirement Benefit
shall have been distributed to him or her in full.




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	 	(e)	 	“Compensation” for any Plan year or any partial Plan year in which the
Grandfathered Employee incurs a severance from service date shall mean the entire
amount of base compensation paid to such Grandfathered Employee during such period by
reason of his employment as an Employee as reported for federal income tax purposes, or
such base compensation which would have been paid except for (1) the timing of an
Employer’s payroll processing operations, (2) the Grandfathered Employee’s election to
participate in the KeyCorp 401(k) Savings Plan, KeyCorp Excess 401(k) Savings Plan, the
KeyCorp Flexible Benefits Plan, a transportation reimbursement plan, the KeyCorp
Automatic Deferral Plan, and/or (3) the Grandfathered Employee’s election to defer such
base compensation election of under the KeyCorp Deferred Compensation Plan or the
KeyCorp Deferred Savings Plan for the applicable Plan year(s), provided, however, that
the term Compensation shall specifically exclude:






	 	(i)	 	any amount attributable to the Grandfathered Employee’s
exercise of stock appreciation rights and the amount of any gain to the
Grandfathered Employee upon the exercise of stock options;
	 
	 	(ii)	 	any amount attributable to the Grandfathered Employee’s receipt
of non-cash remuneration whether or not it is included in the Grandfathered
Employee’s income for federal income tax purposes;
	 
	 	(iii)	 	any amount attributable to the Grandfathered Employee’s
receipt of moving expenses and any relocation bonus paid to the Grandfathered
Employee during the Plan year;
	 
	 	(iv)	 	any amount attributable to a lump sum severance payment paid by
an Employer or the Corporation to the Grandfathered Employee;
	 
	 	(v)	 	any amount attributable to fringe benefits (cash and non-cash);
	 
	 	(vi)	 	any amount attributable to any bonus or payment made as an
inducement for the Grandfathered Employee to accept employment with an
Employer;
	 
	 	(vii)	 	any amount paid to the Grandfathered Employee during the Plan
year which is attributable to interest earned and any KeyCorp matching
contributions allocated on compensation deferred under a plan of an Employer or
the Corporation;
	 
	 	(viii)	 	any amount attributable to salary deferrals paid to the Grandfathered
Employee during the Plan year, which have been previously included as
compensation under the Plan;
	 
	 	(ix)	 	any amount paid for any period after the Grandfathered
Employee’s termination or retirement date, and
	 
	 	(x)	 	any deferred cash awards that upon vesting are paid to the
Participant.






	 	(f)	 	“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.
	 
	 	(g)	 	“Disability” shall mean (1) a physical or mental disability which prevents a
Grandfathered Employee from performing the duties such Grandfathered Employee was




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	 	 	 	employed to perform for his or her Employer when such disability commenced, (2) has
resulted in the Grandfathered Employee’s absence from work for 180 qualifying days,
and (3) application has been made for the Grandfathered Employee’s disability
coverage under the KeyCorp Long Term Disability Plan, and which constitutes a
separation from service under the requirements of Section 409A of the Code.
	 
	 	(h)	 	“Early Retirement Date” shall mean the date of the Grandfathered Employee’s
retirement from his or her employment with an Employer on or after the Grandfathered
Employee’s attainment of age 55 and completion of a minimum of five years of Benefit
Service, but prior to the Grandfathered Employee’s Normal Retirement Date.
	 
	 	(i)	 	“Employer” shall mean the Corporation and its subsidiaries or affiliates 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 any conditions or
requirements made by the Corporation, and each Employer shall be deemed to appoint the
Corporation as its exclusive agent under the Plan as long as it continues as an
Employer.
	 
	 	(j)	 	“Final Average Compensation” shall mean with respect to any Grandfathered
Employee, the annual average of his or her highest aggregate Compensation for any
period of five consecutive years within the period of ten consecutive full years
immediately prior to his or her retirement or other termination of employment, or
termination of the Plan, whichever first occurs; provided, however, that if a
Grandfathered Employee is employed for less than five consecutive years prior to such
date, the term shall mean the monthly average of the aggregate amount of his or her
Compensation for the entire period of the Grandfathered Employee’s employment,
multiplied by 12. If a Grandfathered Employee receives no Compensation for any portion
of such five consecutive years because of absence from work, there shall be treated as
Compensation received during such period of absence an amount equal to the Compensation
he or she would have received had the Grandfathered Employee not been absent, such
amount to be determined by the Corporation on the basis of such Grandfathered
Employee’s salary or wage rate in effect immediately prior to such absence.
	 
	 	(k)	 	“Grandfathered Employee” shall mean an Employee who is listed on Exhibit A
attached hereto.
	 
	 	(l)	 	“Harmful Activity” shall have occurred if the Grandfathered Employee 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 Grandfathered
Employee 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 Grandfathered Employee created, in whole or in
part, during employment with




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	 	 	 	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 Grandfathered Employee created, in whole or in
part, during employment with KeyCorp, including, without limitation, the
signing of patent applications and assignments thereof.
	 
	 	(v)	 	Upon the Grandfathered Employee’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 Grandfathered Employee’s own behalf or upon behalf of
any other person or entity that competes or plans to compete with KeyCorp, call
upon, solicit, or do business with (other than business which does not compete
with any business conducted by KeyCorp) any KeyCorp customer the Grandfathered
Employee 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 Grandfathered Employee was employed at KeyCorp unless
such prohibited activity was inadvertent, done in good faith, and did not
involve a customer whom the Grandfathered Employee should have reasonably known
was a customer of KeyCorp.
	 
	 	(vii)	 	Upon the Grandfathered Employee’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
Grandfathered Employee was engaged in for KeyCorp during the one year period
prior to the termination of the Grandfathered Employee’s employment.
	 
	 	 	 	For purposes of this Section 2.1(l) 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.






	 	(m)	 	“Incentive Compensation Award” for any Plan year shall collectively mean the
short term incentive compensation award (whether in cash or common shares of the
Corporation, and whether paid or deferred, or a combination of both) and the long term




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	 	 	 	incentive compensation award (whether in cash or common shares of the Corporation,
and whether paid or deferred, or a combination of both) (if any) granted to a
Grandfathered Employee under an Incentive Compensation Plan, as follows:






	 	•	 	An incentive compensation award granted under the KeyCorp Annual Incentive
Plan, the KeyCorp Short Term Incentive Compensation Plan, the KeyCorp
Management Incentive Compensation Plan, and/or such other Employer-sponsored
line of business Incentive Compensation Plan which shall constitute an
Incentive Compensation Award for the year in which the award is earned (without
regard to the actual time of payment).
	 
	 	•	 	An incentive compensation award granted under the KeyCorp Long Term
Incentive Compensation Plan (“LTIC Plan”) with respect to any multi-year
performance period which shall be deemed to be for the last year of the
multi-year period without regard to the actual time of payment of the award.
Accordingly, an incentive compensation award granted under the LTIC Plan with
respect to the three-year performance period of 1993, 1994, and 1995 will be
deemed to be for 1995 (without regard to the actual time of payment), and the
entire incentive compensation award under the LTIC Plan for that performance
period will be an Incentive Compensation Award for the year 1995.
	 
	 	•	 	An incentive compensation award granted under the KeyCorp Long Term
Incentive Plan (“Long Term Plan”) with respect to any multi-year period which
shall be deemed to be for the last year of the multi-year performance period
and for the year immediately following such year (without regard to the actual
time of payment). Accordingly, an award granted under the Long Term Plan with
respect to the four-year performance period of 1998, 1999, 2000, and 2001 shall
be deemed to be for the years 2001 and 2002, with one-half the award allocated
to the year 2001, and one-half the award allocated to the year 2002.
	 
	 	•	 	An incentive compensation award granted in the form of restricted stock
under the KeyCorp Amended and Restated 1991 Equity Compensation Plan with
respect to any multi-year period (but specifically excluding those awards
applicable to the 2002-2003 multi-year period), which shall be deemed to be for
the year in which




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	 	 	 	the award (grant) is made to the Grandfathered Employee; provided, however,
that only those shares of restricted stock that have vested as of the
Grandfathered Employee’s termination date shall be utilized for purposes of
determining the Grandfathered Employee’s Incentive Compensation Award. The
fair market value of such shares as of the date of the restricted stock grant
multiplied by the number of vested shares as of the Grandfathered Employee’s
termination date shall be included in determining the value of such award for
purposes of calculating the Grandfathered Employee’s Supplemental Retirement
Benefit under the provisions of Article III of the Plan.
	 
	 	 	 	Notwithstanding the foregoing, however, in calculating the Grandfathered
Employee’s Supplemental Retirement Benefit under the provisions of Article III
of the Plan, if it is determined that an incentive compensation award granted
under the KeyCorp Amended and Restated 1991 Equity Compensation Plan would
produce a larger Plan benefit for the Grandfathered Employee if the award was
included in the year in which the award (or any part of the award) was
initially vested rather than in the year in which the award was granted, then
such incentive compensation award shall be included for the year in which the
award (or any part of the award) initially vested rather than for the year in
which the award was granted.
	 
	 	 	 	If at the time of the Grandfathered Employee’s termination date, the
Grandfathered Employee maintains shares of not forfeited restricted stock and
such restricted stock later vests in conjunction with the passage of time or
with the Corporation’s attainment of certain performance criteria, or
otherwise, then as of such subsequent vesting date the Grandfathered
Employee’s Monthly Supplemental Retirement Benefit shall be recalculated to
include such newly vested shares. Such newly vested shares shall relate to
the award in which such shares were granted under the KeyCorp Amended and
Restated 1991 Equity Compensation Plan and shall be included as a part of that
award (based on either the date of grant or the date of initially vesting,
whichever date was actually used by the Plan in calculating the Grandfathered
Employee’s initial Monthly Supplemental Retirement Benefit).
	 
	 	•	 	An incentive compensation award granted in the form of either restricted
stock and/or phantom shares (hereinafter collectively referred to as “shares”)
under the KeyCorp Chief Executive Officer Plan with respect to any multi-year
period (but specifically excluding those awards applicable to the 2002-2003
multi-year period), shall be deemed to be for the year in which the award
(grant) is made to the Grandfathered Employee; provided, however, that only
those shares that have vested as of the Grandfathered Employee’s termination
date shall be utilized in calculating the Grandfathered Employee’s Incentive
Compensation Award. The fair market value of such shares as of the date of the
share grant multiplied by the number of vested shares as of the Grandfathered
Employee’s termination date shall be used in determining value of such award
for purposes of calculating the Grandfathered Employee’s Supplemental
Retirement Benefit under the provisions of Article III of the Plan.




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	 	•	 	Notwithstanding the foregoing, however, in calculating the Grandfathered
Employee’s Supplemental Retirement Benefit under the provisions of Article III
of the Plan, if it is determined that an incentive compensation award granted
under the KeyCorp Chief Executive Officer Plan would produce a larger Plan
benefit for the Grandfathered Employee if the award was included in the year in
which the award (or any part of the award) initially vested rather than in the
year in which the award was granted, then such incentive compensation award
shall be included in year in which the award (or any part of the award)
initially vested rather than for the year for which the award was granted.
	 
	 	 	 	If at the time of the Grandfathered Employee’s termination date, the
Grandfathered Employee maintains not forfeited shares, and such shares later
vest in conjunction with the passage of time or with the Corporation’s
attainment of certain performance criteria, or otherwise, then as of such
subsequent vesting date, the Grandfathered Employee’s Monthly Supplemental
Retirement Benefit shall be recalculated to include such newly vested shares.
Such newly vested shares shall relate to the award in which such shares were
granted under the under the KeyCorp Chief Executive Officer Plan, and shall be
included as part of that award (based on either the date granted or the date
initially vested, whichever date was actually used by the Plan in calculating
the Grandfathered Employee’s initial Monthly Supplemental Retirement Benefit).
	 
	 	•	 	For those limited Grandfathered Employees who, for Plan
purposes and in accordance with the provisions of this Section 2.1(m) received
Incentive Compensation Award(s) granted in the form of time-lapsed restricted
stock award(s) and/or performance shares under the KeyCorp Amended and Restated
1991 Equity Compensation Plan or the KeyCorp Chief Executive Officer Plan with
respect to any multi-year period, the term Incentive Compensation Award shall
also include those Equity/Compensation Award(s) granted to the Grandfathered
Employee under the 2004 Equity Compensation Plan. An Equity/Compensation Award
shall be deemed to be for the year in which the Equity/Compensation Award vest,
provided, however, that if such Equity/Compensation Award vest after the close
of the applicable Award’s award cycle, then such Award shall be deemed to be
for the last day of the final full year of the applicable Award’s award cycle.
If an Award contains more than one award cycle, then such Award shall be deemed
to be for the last day of the final full year of the longest award cycle of the
Award. If the Equity/Compensation Award is in the form of Restricted Stock,
Restricted Stock Units, Performance Units or Performance Shares, the fair
market value of such shares as of the date of the Equity/Compensation Award
grant multiplied by the number of vested shares as of the Grandfathered
Employee’s termination date shall determine the value of such Incentive
Compensation Award for purposes of calculating the Grandfathered Employee’s
Supplemental Retirement Benefit under the provisions of Article III of the
Plan.
	 
	 	 	 	Notwithstanding the foregoing provisions of this Section 2.1(m) hereof, in
calculating a Grandfathered Employee’s Incentive Compensation Award for any 12
month period, there shall be included only one award granted under the KeyCorp
Amended and Restated 1991 Equity Compensation Plan, the KeyCorp Chief
Executive Officer Plan, or Equity/Compensation Award under the KeyCorp 2004




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	 	 	 	Equity Compensation Plan for purposes of determining the Grandfathered
Employee’s Incentive Compensation Award for such 12 month period.
	 
	 	•	 	The (i) value of those vested deferred cash awards granted as a part of the
Grandfathered Employee’s annual incentive award, if any, will be included for
purposes of determining the Grandfathered Employee’s Incentive Compensation
Award under the Plan, as of the year in which the applicable annual award is
earned (rather than paid), and (ii) 50% of the value of those deferred cash
awards granted as a part of the Grandfathered Employee’s long term incentive
award, if any, will be included for purposes of determining the Grandfather’s
Incentive Compensation Award under the Plan as of the last business day of the
final full year of the applicable long term award’s award cycle (rather than
vesting date), provided, however, that if an award contains more than one award
cycle, then in such event, the value of such award as of the last business day
of the final full year of the longest award cycle within that award shall
apply.






	 	(n)	 	“Incentive Compensation Plan” shall mean the KeyCorp Management Incentive
Compensation Plan, the KeyCorp Annual Incentive Plan, the KeyCorp Short Term Incentive
Compensation Plan, the KeyCorp Long Term Incentive Compensation Plan, the KeyCorp Long
Term Incentive Plan, the KeyCorp Amended and Restated 1991 Equity Compensation Plan,
the KeyCorp Chief Executive Officer Plan, the KeyCorp 2004 Equity Compensation Plan,
and/or such other Employer or KeyCorp-sponsored incentive compensation plan that
KeyCorp in its sole discretion determines constitutes an “Incentive Compensation Plan”
for purposes of this Section 2.1(n), as may be amended from time to time.”
	 
	 	(o)	 	“KeyCorp Chief Executive Officer Plan” shall mean the KeyCorp Chief Executive
Officer Restricted Stock Plan, as may be amended from time to time, including any other
successor or replacement plan.
	 
	 	(p)	 	“Normal Retirement Date” shall mean the first day of the month coinciding with
or immediately following a Grandfathered Employee’s 65th birthday, or if later, the
fifth anniversary of the Grandfathered Employee’s employment commencement date.
	 
	 	(q)	 	“Retirement Plan” shall mean the KeyCorp Cash Balance Pension Plan with all
amendments, modifications and supplements which may be made thereto, as in effect on
the date of a Grandfathered Employee’s retirement, death, or other termination of
employment.
	 
	 	(r)	 	“Supplemental Retirement Benefit” shall mean the benefit paid under this Plan
as determined under Article III of the Plan.





     All other capitalized and undefined terms used herein shall have the meanings given them in
the Retirement Plan for Employees of Society Corporation and Subsidiaries (January 1, 1993
Restatement) (“Society Retirement Plan”), unless a different meaning is plainly required by the
context.



     The masculine gender includes the feminine, and singular references include the plural, unless
the context clearly requires otherwise.



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ARTICLE III




SUPPLEMENTAL RETIREMENT BENEFIT



     3.1 Eligibility. A Grandfathered Employee shall be eligible for a Supplemental
Retirement Benefit hereunder if the Grandfathered Employee (i) retires on or after age 65 with five
or more years of Benefit Service, (ii) terminates employment with an Employer on or after age 55
with ten or more years of Benefit Service, (iii) has a termination of employment from his or her
Employer as a result of the Grandfathered Employee becoming Disabled, or (iv) dies after completing
five or more years of Benefit Service, and has a Beneficiary who is eligible for a benefit under
the Retirement Plan.



     A Grandfathered Employee shall also be eligible for a Supplemental Retirement Benefit if the
Grandfathered Employee becomes involuntarily terminated from his or her employment with an Employer
for reasons other than the Grandfathered Employee’s Discharge for Cause, and (i) as of the
Grandfathered Employee’s termination date the Grandfathered Employee has a minimum of twenty-five
(25) or more years of Benefit Service, and (ii) the Grandfathered Employee enters into a written
non-solicitation and non-compete agreement within 60 days of his or her termination date under
terms that are satisfactory to the Employer.



     For purposes of this Section 3.1, hereof, the term “Discharge for Cause” shall mean a
Grandfathered Employee’s employment termination that is the result of the Grandfathered Employee’s
violation of the Employer’s policies, practices or procedures, violation of city, state, or federal
law, or failure to perform his or her assigned job duties in a satisfactory manner. The Employer
in its sole and absolute discretion shall determine whether a Grandfathered Employee has been
Discharged for Cause.



     3.2 Amount and Payment. Subject to the provisions of Section 3.4 hereof, a
Grandfathered Employee’s Supplemental Retirement Benefit shall be calculated as follows:




The monthly Supplemental Retirement Benefit payable to a Grandfathered Employee shall be
such amount as is required, when added to the monthly benefit payable (before the reduction
applicable to any optional method of payment) under the Retirement Plan, to produce an
aggregate monthly benefit equal to the monthly benefit which would have been payable in the
form of a single life annuity (determined without regard to the annual limitation on Plan
benefits imposed pursuant to Section 415 of the Code, the limitation on annual compensation
imposed pursuant to Section 401(a)(17) of the Code, or the reduction applicable to any
optional method of payment) under either the Society Retirement Plan formula in effect on
and after January 1, 1989, or, if eligible, the applicable Society Retirement Plan formula
in effect prior to January 1, 1989, whichever results in a larger monthly benefit, if there
was added to the Grandfathered Employee’s Final Average Monthly Compensation an amount equal
to the monthly average of the highest five Incentive Compensation Awards granted to the
Grandfathered Employee under an Incentive Compensation Plan during the ten-year period
preceding the earliest of his or her Retirement, death, disability, or other termination of
employment (if the Grandfathered Employee was granted fewer than five Incentive Compensation
Awards, such monthly average is determined by adding the amount of such awards and dividing
by 60).




Solely for purposes of reference, the alternative benefit formulas in effect under the
Society Retirement Plan prior to January 1, 1989, and the eligibility criteria applicable to
each are reproduced in Exhibit B attached hereto.



     3.3 Early Retirement Election. Subject to the provisions of Section 3.4 hereof, if a
Grandfathered Employee receives his or her Supplemental Retirement Benefit on or after the



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Grandfathered Employee’s Early Retirement Date but prior to the Grandfathered Employee’s Normal
Retirement Date, the Grandfathered Employee’s Supplemental Retirement Benefit shall be calculated
in accordance with the provisions of Section 3.2 hereof, provided, however, that the benefit
payable under the Retirement Plan for purposes of Section 3.2 and this Section 3.3 hereof, shall be
the Grandfathered Employee’s Normal Retirement Date benefit. In calculating this Normal Retirement
Date benefit, if the Grandfathered Employee does not receive his or her monthly benefit under the
provisions of Section 6.5(b) of the Retirement Plan then such Grandfathered Employee’s Retirement
Plan benefit as of his or her termination date shall be increased for purposes of this Plan with an
imputed Average Interest Credit to reflect the Grandfathered Employee’s benefit at his or her
Normal Retirement Date, and shall be converted to the form of a single life annuity option using
the Average Treasury Rate and GATT Mortality Table. The amount of the Grandfathered Employee’s
monthly Supplemental Retirement Benefit otherwise determined under Section 3.2 and this Section 3.3
hereof shall then be reduced by .3% for each month between the ages of 55 and 60 and .4% for each
month after age 60 that the commencement of the Grandfathered Employee’s Supplemental Retirement
Benefit precedes his or her Normal Retirement Date.




     3.4 Recalculation as a Result of Harmful Activity. Notwithstanding the foregoing
provisions of Section 3.2 and Section 3.3 hereof, the Corporation reserves the right at all times
to recalculate a Grandfathered Employee’s Supplemental Retirement Benefit, if it is determined that
within six months of the Grandfathered Employee’s termination date the Grandfathered Employee
engaged in any Harmful Activity, as that term is defined in accordance with Section 2.1(l) of the
Plan, which resulted in the forfeiture of all or any portion of the Grandfathered Employee’s
restricted share award(s) granted under the KeyCorp Amended and Restated 1991 Equity Compensation
Plan, phantom share awards granted under the KeyCorp Chief Executive Officer Plan, or
Equity/Compensation Awards granted under the KeyCorp 2004 Equity Compensation Plan. Such
recalculation shall relate back to the Grandfathered Employee’s original date of termination, and
any Supplemental Retirement Benefit payment paid to the Grandfathered Employee in excess of such
recalculated Supplemental Retirement Benefit amount shall be offset against any future Supplemental
Retirement Benefit payments to be paid to the Grandfathered Employee.



     3.5 Actuarial Factors. The Supplemental Retirement Benefit payable to a Grandfathered
Employee or Grandfathered Employee’s Beneficiary in a form other than a single life annuity shall
be actuarially equivalent to such single life annuity payment option. In making the determination
provided for in this Article III, the Corporation shall rely upon calculations made by the
independent actuaries for the Plan, who shall determine actuarially equivalent benefits under the
Plan by applying the UP-1984 Mortality Table (set back two years) and using an interest rate of 6%.



ARTICLE IV




PAYMENT OF SUPPLEMENTAL RETIREMENT BENEFIT



     4.1 Payment of Supplemental Retirement Benefit. Subject to the provisions of Section
4.2 and Section 4.3 hereof, a Grandfathered Employee shall receive an immediate distribution of his
or her Supplemental Retirement Benefit within 90 days following the Grandfathered Employee’s (1)
attainment of age 55, and (2) the Grandfathered Employee’s retirement or termination of employment
under circumstances which constitute a separation from service in accordance with the requirements
of Section 409A of the Code. Supplemental Retirement Benefits shall be payable in the form of a
single life annuity unless the Grandfathered Employee elects in writing a minimum of thirty days
prior to his or her retirement or termination date to receive his or her Supplemental Retirement
Benefit under a different



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form of payment. The forms of payment from which a Grandfathered Employee may elect shall be
actuarially equivalent to the Grandfathered Employee’s single life annuity payment option, and
shall be identical to those forms of payment specified in the Retirement Plan, provided, however,
that the lump sum payment option available under the Retirement Plan shall not be available under
this Plan. Such method of payment, once elected by the Grandfathered Employee, shall be
irrevocable.




     4.2 Deferred Benefit Payment. A Grandfathered Employee may elect to defer the receipt
of his or her Supplemental Retirement Benefit until a date specified by the Grandfathered Employee,
subject to the following requirements: (i) the Grandfathered Employee notifies the Corporation in
writing of his or her deferral election a minimum of one year prior to the Grandfathered Employee’s
retirement or termination of employment, (ii) the Grandfathered Employee specifies the future date
on which such Supplemental Retirement Benefit shall be distributed, (iii) the Grandfathered
Employee’s requested deferral period is for a period of not less than five years following the
Grandfathered Employee’s retirement or termination of employment, and (iv) the Grandfathered
Employee commences distribution of his or her Supplemental Retirement Benefit no later than the
first day of the month immediately following the Grandfathered Employee’s sixty-fifth (65th)
birthday. The election to defer, once made by the Grandfathered Employee, shall be irrevocable.



     4.3 Payment Limitation for Key Employees.  Notwithstanding any other provision of the
Plan to the contrary, in the event that the Grandfathered Employee constitutes a “key” employee of
the Corporation, (as that term is defined in accordance with Section 416(i) of the Code without
regard to paragraph (5) thereof), distributions of the Grandfathered Employee’s Supplemental
Retirement Benefit may not be commenced before the date which is the first day of the seventh month
following the Grandfathered Employee’s date of separation from service (or, if earlier, the date of
death of the Grandfathered Employee). The term “separation from service” and the term “key
employee” shall be defined for Plan purposes in accordance with the requirements of Section 409A of
the Code and applicable regulations issued thereunder.



     4.4 Payment Upon Death of Grandfathered Employee.




	 	(a)	 	Upon the death of a Grandfathered Employee who has met the service requirements
of Section 3.1, but who has not yet commenced distribution of his or her Supplemental
Retirement Benefit there shall be paid to the Grandfathered Employee’s Beneficiary 50%
of the Supplemental Retirement Benefit which the Grandfathered Employee would have been
entitled to receive under the Provisions of Section 3.2 of the Plan calculated as if
the Grandfathered Employee had retired on his or her Normal Retirement Date and elected
to receive his or her Supplemental Retirement Benefit.
	 
	 	 	 	For purposes of this Section 4.4(a) only, the following shall apply:






	 	(i)	 	The Grandfathered Employee’s Benefit Service shall be
calculated as of the Grandfathered Employee’s date of death.
	 
	 	(ii)	 	The Grandfathered Employee’s Retirement Plan benefit shall be
calculated under the provisions of Article IV of the Retirement Plan as if the
Grandfathered Employee retired on his or her Normal Retirement Date, with such
Retirement Plan benefit being increased for purposes of this Section 4.4(a)
with an imputed Average Interest Credit to reflect what the Grandfathered
Employee’s Retirement Plan benefit would have been as of the Grandfathered
Employee’s Normal Retirement Date; such Retirement Plan benefit shall be
converted to a single life annuity option using the Average Treasury Rate and
the Gatt Mortality Table.




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	 	 	 	Payment of this death benefit shall be made in the form of a single life
annuity, and will be subject to distribution any time after the date the
Grandfathered Employee would have attained his or her Early Retirement Date,
as actuarially adjusted in accordance with Section 3.3 hereof, if paid prior
to the Grandfathered Employee’s Normal Retirement Date.






	 	(b)	 	In the event of a Grandfathered Employee’s death after the Grandfathered
Employee has commenced distribution of his or her Supplemental Retirement Benefit,
there shall be paid to the Grandfathered Employee’s Beneficiary only those survivor
benefits provided under the form of benefit payment elected by the Grandfathered
Employee





ARTICLE V




ADMINISTRATION AND CLAIMS PROCEDURE



     5.1 Administration. The Corporation, which shall be the “Administrator” of the Plan
for purposes of ERISA and the “Plan Administrator” for purposes of the Code, shall be responsible
for the general administration of the Plan, for carrying out the provisions hereof, and for making
payments hereunder. The Corporation shall have the sole and absolute discretionary authority and
power to carry out the provisions of the Plan, including, but not limited to, the authority and
power (a) to determine all 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 (d) to take such further action as the Corporation shall deem
necessary or advisable in the administration of the Plan. All findings, decisions, and
determinations of any kind made by the Corporation shall not be disturbed unless the Corporation
has acted in an arbitrary and capricious manner. Subject to the requirements of law, the
Corporation 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 Corporation shall be final and
binding on all parties. The Corporation may employ such attorneys, investment counsel, agents, and
accountants, as it may deem necessary or advisable to assist it in carrying out its duties
hereunder. The actions taken and the decisions made by the Corporation hereunder shall be final
and binding upon all interested parties subject, however, to the provisions of Section 5.2. The
Plan year, for purposes of Plan administration, shall be the calendar year.




     5.2 Claims Review Procedure. Whenever the Corporation 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 Corporation 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 receives such notice, he may
obtain review of the decision of the Corporation in accordance with the procedures hereinafter set
forth. Within such 60-day period, the Claimant or his authorized representative may request that
the claim denial be reviewed by filing with the Corporation a written request therefore, which
request shall contain the following information:




	 	(a)	 	the date on which the request was filed with the Corporation; provided,
however, that the date on which the request for review was in fact filed with the
Corporation 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);




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	 	(b)	 	the specific portions of the denial of his claim which the Claimant requests
the Corporation to review;
	 
	 	(c)	 	a statement by the Claimant setting forth the basis upon which he believes the
Corporation should reverse its previous denial of his or her claim and accept his or
her claim as made; and
	 
	 	(d)	 	any written material which the Claimant desires the Corporation to examine in
its consideration of the Claimant’s position as stated pursuant to paragraph (c) above.





     In accordance with this Section, if the Claimant requests a review of the Corporation’s
decision, such review shall be made by the Corporation, or at the election of the Corporation, by
the Claims Review Committee, who shall, within sixty (60) days after receipt of the request form,
review and render a written decision on the claim containing the specific reasons for the decision
including reference to Plan provisions upon which the decision is based. All findings, decisions,
and determinations of any kind made by the Corporation shall not be modified unless the Corporation
has acted in an arbitrary and capricious manner. Subject to the requirements of a law, the
Corporation 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 Corporation shall be
binding on the Claimant and upon all other Persons. If the Claimant shall not file written notice
with the Corporation 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 VI




FUNDING



     All benefits under the Plan shall be payable solely in cash from the general assets of the
Corporation or a subsidiary, and Grandfathered Employees, and Grandfathered Employees’
Beneficiaries shall have the status of general unsecured creditors of the Corporation. The
obligations of the Corporation to make distributions in accordance with the provisions of the Plan
constitute a mere promise to make payments in the future. The Corporation shall have no obligation
to establish a trust or fund to fund its obligation to pay benefits under the Plan or to insure any
benefits under the Plan. Notwithstanding any provision of this Plan, the Corporation may, in its
sole discretion, combine the payment due and owing under this Plan with one or more other payments
owing to a Grandfathered Employee, or a Grandfathered Employee’s Beneficiary under any other plan,
contract, or otherwise (other than any payment due under the Retirement Plan), in one check, direct
deposit, wire transfer, or other means of payment. Finally, it is the intention of the Corporation
and the Grandfathered Employees that the Plan be unfunded for tax purposes and for the purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended, and that the Plan be
administered in accordance with the requirements of Section 409A of the Code and applicable
regulations issued thereunder.



ARTICLE VII




AMENDMENT AND TERMINATION



     The Corporation reserves the right to amend or terminate the Plan at any time by action of its
Board of Directors or a duly authorized committee of such Board of Directors; provided, however,
that no such action shall adversely affect the benefit accrued up to the date of the Plan amendment
or termination for any Grandfathered Employee who has met the age and service requirements of
Sections 3.1 and 4.1 of the Plan, or any Grandfathered Employee or Grandfathered Employee’s
Beneficiary who is receiving a



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Supplemental Retirement Benefit, unless an equivalent benefit is provided under another plan
maintained by an Employer. No amendment or termination will result in an acceleration of
Supplemental Retirement Benefits in violation of Section 409A of the Code.




ARTICLE VIII




MISCELLANEOUS



     8.1 Interest of Grandfathered Employee. The obligation of the Corporation under the
Plan to provide a Grandfathered Employee, or Grandfathered Employee’s Beneficiary, with a
Supplemental Retirement Benefit merely constitutes the unsecured promise of the Corporation to make
payments as provided herein, and no person shall have any interest in, or a lien or prior claim on,
any property of the Corporation.



     8.2 No Commitment as to Employment. Nothing herein contained shall be construed as a
commitment or agreement upon the part of any Grandfathered 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 or rate of compensation of any Grandfathered
Employee hereunder for any period. All Grandfathered Employees shall remain subject to discharge
to the same extent as if the Plan had never been put into effect.




     8.3 Benefits. Nothing in the Plan shall be construed to confer any right or claim
upon any person, firm, or corporation other than Grandfathered Employees, or Grandfathered
Employees’ Beneficiaries who become entitled to a benefit under the Plan.



     8.4 Restrictions on Alienation. Except to the extent required by law, no benefit
under the Plan shall be subject to anticipation, alienation, assignment (either at law or in
equity), encumbrance, garnishment, levy, execution, or other legal or equitable process. No person
shall have power in any manner to anticipate, transfer, assign, (either at law or in equity),
alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable
process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt
to do so shall be void.



     8.5 Absence of Liability. No member of the Board of Directors of the Corporation or a
subsidiary or any officer of the Corporation or 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 his bad faith or willful misconduct, for anything
done or omitted to be done by himself.



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



     8.7 Precedent. Except as otherwise specifically provided, 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.



     8.8 Duty to Furnish Information. The Corporation shall furnish to each Grandfathered
Employee or Grandfathered Employee’s 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.



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     8.9 Withholding. The Corporation shall withhold any tax required by any present or
future law to be withheld from any payment hereunder to any Grandfathered Employee or Grandfathered
Employee’s Beneficiary.



     8.10 Validity of Plan. The validity of the Plan shall be determined and the Plan
shall be construed and interpreted in accordance with the provisions of the Act, 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.



     8.11 Parties Bound. The Plan shall be binding upon the Employer, all Grandfathered
Employees, and all Grandfathered Employees’ Beneficiaries, and the executors, administrators,
successors, and assigns of each of them.



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



ARTICLE IX




CHANGE OF CONTROL



     Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of
Control, a Grandfathered Employee’s interest in his or her Supplemental Retirement Benefit shall
vest. On and after a Change of Control, a Grandfathered Employee shall be entitled to receive an
immediate distribution of his or her Supplemental Retirement Benefit if the Grandfathered Employee has at
least five (5) years of Benefit Service, and (i) the Grandfathered Employee’s employment is
terminated by his or her Employer and any other Employer without cause, or (ii) the Grandfathered
Employee resigns within two years following a Change of Control as a result of the Grandfathered
Employee’s mandatory relocation, reduction in the Grandfathered Employee’s base salary, reduction
in the Grandfathered Employee’s average annual incentive compensation (unless such reduction is
attributable to the overall corporate or business unit performance), or the Grandfathered
Employee’s exclusion from stock option programs as compared to comparably situated Employees.




     For purposes of this Article IX hereof, a “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.



ARTICLE X




COMPLIANCE WITH 

SECTION 409A CODE



     The Plan is intended to provide for the deferral of compensation in accordance with the
provisions of Section 409A of the Code and regulations and published guidance issued pursuant
thereto. Accordingly, the Plan shall be construed and administered in a manner that is 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 on and after January 1, 2005, including as contemplated
by Section 855(f) of the American Jobs Creation Act of 2004. Notwithstanding any provision of the
Plan to the contrary, no otherwise permissible election or distribution shall be made or given
effect under the Plan that would



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result in a violation, early taxation, or assessment of penalties or interest of any amount
under Section 409A of the Code.




ARTICLE XI




MERGER OF THE

KEYCORP SUPPLEMENTAL RETIREMENT PLAN

INTO THE PLAN


11.1 Merger.  As of December 31, 2006 the KeyCorp Supplemental Retirement Plan shall be
merged into this Plan, and as of that date the KeyCorp Supplemental Retirement Plan shall not exist
separate and apart from this Plan and all benefits that have accrued under the KeyCorp Supplemental
Retirement Plan shall be merged into and shall become a part of this Plan.




ARTICLE XII

AMENDMENT TO FREEZE



12.1. Amendment to Freeze the Plan.. Notwithstanding any other Plan provision to the
contrary, as of December 31, 2009, the Plan shall be frozen, and on and after that date all
Grandfathered Employees’ Supplemental Retirement Benefits shall be calculated in accordance with
the provisions of this Article XII, and all other provisions of the Plan shall remain in full force
and effect.



12.2 Calculation of Amount and Payment of Frozen Benefit. In accordance with the
provisions of Section 12.1 hereof, the monthly Supplemental Retirement Benefit payable to a
Grandfathered Employee shall be in such amount as is required when added to the monthly benefit
payable (before the reduction applicable to any optional method of payment) under the Retirement
Plan to produce an aggregate monthly benefit equal to the monthly benefit which would have been
payable in the form of a single life annuity (determined without regard to the annual limitation on
Plan benefits imposed pursuant to Section 415 of the Code, the limitation on annual compensation
imposed pursuant to Section 401(a)(17) of the Code, or the reduction applicable to any optional
method of payment) under either the Society Retirement Plan formula in effect on and after January
1, 1989, or if eligible, the Society Retirement Plan formula in effect prior to January 1, 1989,
whichever results in a larger monthly benefit, as if there was added to the Grandfathered
Employee’s Final Average Monthly Compensation (with such Final Average Monthly Compensation of the
Grandfathered Employee being determined as of December 31, 2009) an amount equal to the monthly
average of the five highest Incentive Compensation Awards granted to the Grandfathered Employee
under an Incentive Compensation Plan during the ten year period immediately preceding December 31,
2009. In calculating this benefit, the Grandfathered Employee’s monthly benefit payable (before
the reduction applicable to any optional method of payment) under the Retirement Plan shall be
calculated as if the Grandfathered Employee terminated his employment on December 31, 2009, and the
applicable Social Security offset shall be determined under requirements of Social Security that
are in effect with regard to the Grandfathered Employee as of December 31, 2009.











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     IN WITNESS WHEREOF, KeyCorp has caused the KeyCorp Second Supplemental Retirement Plan to be
executed by its duly authorized officer as of the 8th day of February,  2010 to be effective as of that
date.



	 	 	 	 	 
	 	KEYCORP

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








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EXHIBIT A




LIST OF GRANDFATHERED EMPLOYEES




	 	 	 
	Name of Employee


	 	Name of Employee

	Andrews, James

	 	Klimas, Daniel
	Auletta, Patrick

	 	Knapp, Peter O.
	Bailey, Raymond

	 	Koontz, Cary
	Barger, C. Michael

	 	Kucler, Jack
	Beran, John

	 	Malone, Michael
	Blake, John T.

	 	Mayer, George
	Brooks, Craig

	 	McGuire, James
	Bullard, Janet

	 	McDaniel, D. A.
	Carlini, Lawrence

	 	McGinty, Kevin
	Colao Jr., Anthony

	 	Melluzzo, Sebastian
	Cortelli, John

	 	Meyer, John R.
	Cruse Jr., Donald

	 	Meyer III, Henry
	Deal, Frederick

	 	Moody Jr., John
	Doland, Michael

	 	Murray, Bruce
	Dorland, David

	 	Neel, Thomas M.
	Edmonds, David

	 	Newman, Michael
	Egan, Richard

	 	Noall, Roger
	Fishell, James

	 	Nucerino, Donald
	Flowers, James

	 	O’Donnell, F. Scott
	Gill, Michael

	 	Patrick, Robert
	Gillespie, Jr., Robert

	 	Platt, Craig, T.
	Greer, Michael

	 	Ponchak, Frank
	Gula, Allen

	 	Purinton II, Arthur
	Haas, Robert

	 	Rapacz, Richard
	Hancock, John

	 	Rasmussen, Eric
	Hann, Jr., William

	 	Roark, Michael
	Hartman, Sheldon

	 	Rusnak, Joseph
	Hawthorne, Douglas

	 	Saddler, Thomas
	Hedberg, Douglas

	 	Schaedel, Elroy
	Heintel, Jr., Carl

	 	Seink, Edward
	Heisler, Jr., Robert

	 	Simon, William
	Herron, David

	 	Smith, James J.
	Heyworth, Anthony

	 	Swisher, Trace
	Hitchcock, Thomas

	 	Tracy, Robert
	Holloway, Ruben L.

	 	Trigg, Michael
	Johannsen, Rolland D.

	 	Uzl, Ralph R.
	Jones, Robert G.

	 	Walker, Martin
	Kamerer, James

	 	Wall, Stephen
	Kaplan, Stephen

	 	Wert, James W.
	Karnatz, William

	 	Willet, Richard
	Kleinhenz, Karen R.
	 	 






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EXHIBIT B




     For periods of time prior to January 1, 1989, three alternative benefit formulas were in
effect under the Society Retirement Plan. The monthly amount of the normal retirement benefit
payable to an eligible Grandfathered Employee was equal to:



     (a) if he became a Grandfathered Employee and therefore began to accrue benefits under the
Plan prior to July 1, 1981, the greater of:




	 	(i)	 	his final average monthly compensation multiplied by the sum of:






	 	(A)	 	3.2% multiplied by his years of benefit service not in excess of 15, plus
	 
	 	(B)	 	1% multiplied by his years of benefit service in excess of 15
but not in excess of 25, plus
	 
	 	(C)	 	0.5% multiplied by his years of benefit service in excess of 25; reduced by:
	 
	 	(D)	 	3.33% of his Social Security Benefit Amount multiplied by his
years of benefit service not in excess of 15; or






	 	(ii)	 	the amount determined in accordance with the formula set forth in paragraph (b)
below which is otherwise applicable to a person who becomes an Employee on or after
July 1, 1981; or





     (b) if he became an Employee and therefore began to accrue benefits under the Plan on or after
July 1, 1981, his final average monthly compensation multiplied by the sum of:




	 	(i)	 	2% multiplied by his years of benefit service not in excess of 30, plus
	 
	 	(ii)	 	0.5% multiplied by his years of benefit service in excess of 30; reduced by:
	 
	 	(iii)	 	1.67% of his Social Security Benefit Amount multiplied by his years of benefit
service not in excess of 30 to a maximum of 50% of such Amount; or





     (c) if he became an Employee and therefore began to accrue benefits under the Plan on January
1, 1985, and immediately prior to such date was a Grandfathered Employee in The Third National Bank
and Trust Company of Dayton, Ohio Retirement Plan, the greater of:




	 	(i)	 	the amount determined in accordance with the formula set forth in paragraph (b)
above which is otherwise applicable to a person who becomes an Employee on or after
July 1, 1981; or






	 	(ii)	 	the sum of:






	 	(A)	 	2.2% of his final average monthly compensation, reduced by 2%
of his Social Security Benefit Amount; the difference to be multiplied by his
years of benefit service at normal retirement date not in excess of 25, plus




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	 	(B)	 	1.1% of his final average monthly compensation, reduced by 1%
of his Social Security Benefit Amount; the difference to be multiplied by his
years of benefit service at normal retirement date in excess of 25, adjusted as
necessary to produce the actuarial equivalent value on a straight life annuity
basis of a benefit otherwise payable on a ten-year certain and continuous
basis; provided, however, that in the case of each Employee who was in the
employment of Society National Bank of Cleveland on December 31, 1971, and
whose continuous service is not broken after the date and prior to the date of
his retirement, the monthly amount of his normal retirement benefit otherwise
determined under this Section shall be not less than the monthly amount of his
normal retirement benefit determined under the normal retirement benefit
formula of the Plan as in effect on December 31, 1971, based on the assumption
that he received no increases in the rate of his compensation after December
31, 1971, and using the rules for computing continuous service specified in
Article II of the Plan as in effect on June 30, 1976 (hereinafter referred to
as his “minimum benefit”); and provided, further, that the monthly amount so
determined under the provisions of this Exhibit B shall be reduced to the
extent provided in Section 14.10 of the Society Retirement Plan as in effect on
December 31, 1988. Notwithstanding anything to the contrary contained in the
Society Retirement Plan, in no event shall an Employee receive a benefit
commencing at his normal retirement date which is less than the largest early
retirement benefit to which he had been entitled under the Society Retirement
Plan prior to his normal retirement date.






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