EX-10.55 2nd Amend-Suppl. Retirement Ben/Key Execs



 



Exhibit 10.55


SECOND AMENDMENT TO THE KEYCORP

SUPPLEMENTAL RETIREMENT BENEFIT PLAN

FOR KEY EXECUTIVES



     WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement
Benefit Plan For Key Executives(“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 surviving 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 thereby 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