EX-10.54 Amend-Suppl. Retirement Benefit for Key



 



Exhibit 10.54


AMENDMENT

TO THE

SUPPLEMENTAL RETIREMENT BENEFIT PLAN

FOR KEY EXECUTIVES



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


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


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


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



	 	1.	 	Article I shall be amended to add the following two (2) new
definitions immediately prior to Section 1.1:




	 	1.0 (a)	 	 “Average Interest Credit” shall mean the average of the Interest Credits (as defined in the Pension
Plan) for the three (3) consecutive calendar years ending with
the year of termination.
	 
	 	1.0 (b)	 	 “Average Treasury Rate” shall mean the average of the Treasury Rates (as defined in the Pension Plan)
for the three (3) consecutive calendar years ending with the
year of termination.




	 	2.	 	Section 1.2 shall be amended to delete the term Pension Plan
in its entirety and to substitute therefore the “KeyCorp Pension
Plan (1989 Restatement).”
	 
	 	3.	 	Section 1.7 is amended to delete in its entirety and to
substitute therefore the following:
	 
	 	 	 	“Incentive Compensation Award” shall mean an Incentive Compensation
Award granted to a Plan Participant under the KeyCorp Short-Term
Incentive Compensation Plan and/or KeyCorp Management Incentive
Compensation Plan. For purposes of this Section 1.7 hereof, an
Incentive Compensation Award shall be deemed to be for the year in
which the Incentive Compensation Award is earned (without regard to
the actual time of payment), provided, however, that in no event
shall more than one Incentive Compensation Award be included in
determining a Participant’s Salary for any applicable year.
	 
	 	4.	 	Section 1.9 shall be amended to add the words “Cash Balance”
immediately following the term KeyCorp and before the term Pension
Plan, provided, however, that for purposes of determining a
Participant’s monthly Primary Social Security Benefit the term
“Pension Plan” shall reference the KeyCorp Pension Plan (1986
Restatement) and further, for purposes of determining the actuarial
reduction factors and method of calculating actuarial equivalence
the term “Pension Plan” shall reference the KeyCorp Pension Plan
(1989 Restatement).
	 
	 	5.	 	Section 1.12 shall be amended to include the word “Award”
immediately following the term “Incentive Compensation” appearing in
the second line of Section 1.12.
	 
	 	6.	 	Section 2.1 shall be amended to include the following new
sentence at the end of such Section:
	 
	 	 	 	Effective December 31, 1994, all new participation to the Plan
shall cease, and only those individuals designated by the Employer
as a Participant prior to December 31, 1994 shall continue to
participate in the Plan.
	 
	 	7.	 	Section 4.2 shall be amended to delete it in its entirety and
to substitute therefore the following:



 






 





	 	 	 	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 will be determined as of the Delayed Retirement
Date. A Participant shall not accrue additional Credited Service
beyond his Normal Retirement Date, unless the Participant has less
than twenty-five (25) years of Credited Service; in which case such
Participant shall continue to accrue Credited Service (up to a
total of twenty-five (25) years), for purposes or reducing or
eliminating the short service reductions of Section 4.1(a) and (b).
Credited Service accrued after a Participant’s Normal Retirement
Date shall not be used in the multiplier fractions of Section
4.1(a) and (b).
	 
	 	8.	 	Section 4.3 shall be amended to add the following new
paragraph at the end of such Section:
	 
	 	 	 	Notwithstanding the foregoing, in calculating a Participant’s Early
Retirement Allowance under the terms of this Section 4.3, the
Participant’s monthly retirement allowance at his or her Normal
Retirement Date for purposes of this Section 4.3 hereof shall be
the Participant’s monthly retirement allowance under the Pension
Plan as of the Participant’s Normal Retirement Date. In
calculating this Normal Retirement Date benefit, if the Participant
is not eligible for, or chooses not to elect his or her monthly
retirement allowance under the provisions of Section 6.5(b) of the
Pension Plan, such Participant’s Pension 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
Participant’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 the GATT Mortality Table.
	 
	 	9.	 	Section 4.5 is amended to delete it in its entirety and to
substitute the following:




		
	 	     4.5 (a) Immediate Payment Upon Normal Retirement Date of
Participant. Subject to the provisions of Section 4.4 hereof, a
Participant meeting the age and service eligibility requirements
entitling a Participant to a Normal Retirement Allowance, shall
receive an immediate distribution of his or her Normal Retirement
Allowance upon the Participant’s retirement or termination of
employment in the form of a single life annuity, unless the
Participant elects in writing a minimum of thirty days prior to his
or her retirement or termination date to receive payment of his or
her Normal Retirement Allowance under a different form of payment.
The forms of payment from which a Participant may elect shall be
identical to those forms of payment specified in the Pension Plan,
provided, however, that the lump sum payment option available under
the Pension Plan shall not be available under this Plan. Such
method of payment, once elected by the Participant, shall be
irrevocable.




	 	 	 	The same actuarial reduction factors and method of calculating
actuarial equivalence under the former KeyCorp Pension Plan (1989
Restatement) 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.




		
	 	          (b) Deferred Benefit Payment. A Participant who retires or
terminates his or her employment with an Employer after meeting the
age and service requirements for an Early Retirement Allowance, may
elect to defer receipt of his or her Plan benefit until a date
specified by the Participant, provided, (1) the Participant
notifies the Employer in writing of his or her deferral election a
minimum of one year prior to the Participant’s retirement or
termination of employment, (2) the Participant specifies the future
date on which such Plan benefit is to be distributed and (3) the
Participant commences distribution of his or her Plan benefit no
later than the first day of the month immediately following the
Participant’s sixty-fifth (65th) birthday. The election to defer,
once made by the Participant, shall be irrevocable.
	 
	 	          Notwithstanding the foregoing, in the case of an “enforceable
emergency”, upon written application by the Participant to the
Employer, the Employer in its sole discretion, may accelerate the
distribution of the Participant’s Plan benefit. For purposes of
this Section 4.5, the term “unforeseeable emergency” shall mean an
unanticipated emergency that is caused by an event beyond the
control of the Participant that would result in severe financial
hardship to the Participant if such premature distribution were not
permitted.



 






 





	 	10.	 	The amendments set forth in Paragraphs 1, 3, 4, 5, 6, 7, 8,
and 9 hereof shall be effective as of the first day of January 1995.
	 
	 	11.	 	The amendments set forth in Paragraph 2 hereof shall be
effective as of the first day of January 1994.
	 
	 	12.	 	Except as specifically amended, the Plan shall remain in full
force and effect.



     IN WITNESS WHEREOF, KeyCorp has caused this Amendment to the Plan to be
executed by its duly authorized officer to be effective as of the first day of
January 1995.



	 	 	 	 	 
	 	 	KEYCORP
	 	 	 	 	 
	 	 	
By:
	 	/s/ Steven N. Bulloch
	 	 	 	 	

	 	 	
Title:
	 	Assistant Secretary