EX-10.33 2nd Amend-KeyCorp Automatic Deferral Plan



 






Exhibit 10.33




SECOND AMENDMENT




TO THE




KEYCORP AUTOMATIC DEFERRAL PLAN




     WHEREAS, KeyCorp has established the KeyCorp Automatic Deferral Plan
(“Plan”) for certain employees of KeyCorp, and



     WHEREAS, KeyCorp, by and through its Board, has reserved the right to
amend the Plan as it deems necessary or desirable, and



     WHEREAS, KeyCorp has determined it desirable to amend the Plan to provide
for a mandatory deferral of a special cash incentive compensation award granted
to certain selected employees of KeyCorp, and in conjunction with such
deferral, to modify the vesting schedule under the Plan from a
three-year-graded vesting schedule to a three-year cliff vesting schedule for
the special cash incentive compensation award deferrals, and to make such other
changes as KeyCorp determines desirable.



     NOW, THEREFORE, the Plan is hereby amended as follows:



     1. The Plan is amended to add a new Article XIII to the Plan to provide
the following:



“ARTICLE XIII




Special Award Deferral





	 	13.1	 	Special Award Deferral. In conjunction with a
resolution authorized by the Board of Directors of KeyCorp
(“Board”), dated January 17, 2002, one hundred percent of the
special cash incentive compensation award (“Special Award”)
granted to certain selected employees of KeyCorp shall be
deferred under the Plan. Such Special Award shall not be
eligible to receive Matching Corporate Contributions nor shall it
accrue any earnings, gains or losses.
	 
	 	13.2	 	Vesting Schedule. Notwithstanding any other Plan
provision to the contrary, Participants shall become vested in
their Special Awards upon the Participant’s completion of three
full calendar years of vesting service with KeyCorp. For
purposes of this Section 13.2 hereof, vesting service shall be
measured from the date that the Special Award is credited to the
Participant’s Plan Account.
	 
	 	13.3	 	Distribution of Special Award. A Participant’s vested
Special Award shall be distributed to the Participant within a
reasonable time following the Determination Date coinciding with
or immediately following the Participant’s vesting in his or her
Special Award, but in no event later than 90 days following such
Determination Date. Distributions shall be made in accordance
with the distribution instructions provided by the Participant in
his or her Distribution Agreement as follows:






	 	(a)	 	as a single lump
sum cash payment, or














 






	 	(b)	 	for Participants
who are job grade 86 and above, as a
plan-to-plan transfer of the Participant’s
Special Award to the KeyCorp Deferred
Compensation Plan.






	 	13.4	 	Distribution Upon a Participant’s Termination Under
Limited Circumstances, Disability, or Death. Upon a
Participant’s Termination Under Limited Circumstances, Disability
or death, as those terms are defined in accordance with Section
2.1(z), and Section 2.1(k) of the Plan, the Special Award
credited to the Participant’s Plan Account shall become
immediately vested, and shall be distributed to the Participant
or to the Participant’s Beneficiary as a single lump sum cash
payment.
	 
	 	13.5	 	Distribution Upon the Participant’s Retirement. Upon
the Participant’s Retirement, as that term is defined in
accordance with Section 2.1(y) of the Plan, the Participant’s
Special Award shall continue to be maintained in the Plan and
shall continue to vest under the three-year vesting requirement
of Section 13.2 hereof, and when vested, shall be distributed as
a cash lump sum payment to the Participant. Notwithstanding the
foregoing provisions of this Section 13.5, however, in the event
of the Participant’s Retirement, and within twelve months of such
Retirement the Participant engages in any “Harmful Activity” as
that term is defined in accordance with Section 2.1 (p) of the
Plan, then the Participant’s non-vested Special Award shall be
immediately forfeited and the Participant shall automatically
cease Plan participation.
	 
	 	13.6	 	Withholding. The withholding of taxes with respect to
the Participant’s Special Award shall be made at such time as it
becomes required by any state, federal or local law; such taxes
shall be withheld from the Participant’s Special Award in
accordance with applicable law to the maximum extent possible.
	 
	 	13.7	 	Forfeiture of the Participant’s Special Award. Upon a
Participant’s Voluntary Termination or Discharge for Cause, as
those terms are defined in accordance with Section 2.1(bb) and
Section 2.1(l) of the Plan, the Participant’s not vested Special
Award shall be forfeited by the Participant as of his or her last
day of employment.”




   
  2. The first paragraph of Section 7.1 of the Plan shall be amended to
delete it in its entirety and to substitute therefore the following:





   
  “7.1 Distributions Prior to Retirement. A Participant’s vested
Participant Deferrals and Corporate Contributions with all earnings
and gains thereon, shall be distributed to the Participant within 90
days following the Determination Date coinciding with or immediately
following the Participant’s vesting in his or her Plan benefit in
accordance with the distribution directions provided by the
Participant in his or her Distribution Agreement, as follows:




	 	(a)	 	as a single lump sum distribution of Common Shares, or




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	 	(b)	 	for Participants who are job grade 86 and above,
as a plan-to-plan transfer of the Participant’s Special Award
to the KeyCorp Deferred Compensation Plan.






Lump sum distributions from the Plan of vested Participant Deferrals
and Corporate Contributions shall be made in Common Shares based on
the bookkeeping number of whole and fractional Common Shares
attributable to those vested Participant Deferrals and Corporate
Contributions maintained in the Plan’s Common Stock Account as of the
Determination Date coinciding with or immediately preceding the date
of such distribution. Participants’ Plan Account balances elected to
be transferred to the Deferred Compensation Plan’s Common Stock
Account will not be subject to investment diversification and/or
reallocation under the Deferred Compensation Plan.”


     3. The amendment set forth in paragraphs 1 and 2 hereof shall be
effective as of January 1, 2002.


     4. Except as specifically amended herein, the Plan shall remain in
full force and effect.


IN WITNESS WHEREOF, KeyCorp has caused this Second Amendment of the Plan to be
executed by its duly authorized officer as of June 15, 2003.




	 	 
	 	 
	 	KEYCORP
	 	By:   /s/
Steven N. Bulloch



	 	Title:   Assistant Secretary











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