EX-10.58 KeyCorp Deferred Equity Allocation Plan



 



Exhibit 10.58


KeyCorp



Deferred Equity Allocation Plan



ARTICLE I



Purpose



     The purpose of the Plan is to establish limits on the crediting of Common
Shares pursuant to the Corporation’s Deferred Compensation Plans as in effect
from time to time, and to provide the shareholders of the Corporation with the
opportunity to approve such limits.


ARTICLE II



Definitions



     For the purposes of this Plan, the following words shall have the meanings
hereinafter set forth, unless a different meaning is clearly required by the
context:



	 	(a)	 	“Board” shall mean the Board of Directors of the Corporation,
and to the extent of any delegation by the Board to a committee (or
subcommittee thereof) pursuant to Section 5.1 of this Plan, such
committee (or subcommittee).
	 
	 	(b)	 	“Common Shares” shall mean the common shares, par value $1.00
per share, of the Corporation or any security into which such Common
Shares may be changed by reason of any transaction or event of the
type referred to in Article IV of this Plan.
	 
	 	(c)	 	“Common Stock Account” shall mean the bookkeeping account
established by the Corporation for each Participant under a Deferred
Compensation Plan, in which a Participant may elect to have his or
her Participant Deferrals credited in the form of Common Shares, and
which shall reflect all Participant Deferrals, Corporate
Contributions and dividends and other distributions, gains and
losses credited in the form of Common Shares, in accordance with the
terms of the applicable Deferred Compensation Plan.



 






 





	 	(d)	 	“Corporate Contributions” shall mean the contribution amounts
that an Employer has agreed, under the terms of the applicable
Deferred Compensation Plan, to contribute on a bookkeeping basis to
a Participant’s Common Stock Account.
	 
	 	(e)	 	“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.
	 
	 	(f)	 	“Deferred Compensation Plans” shall mean the Existing Plans
and any other plan, agreement or program of the Corporation that is
now or hereafter intended to provide Employees or Directors of the
Corporation with the opportunity or obligation to make Participant
Deferrals, but only if and to the extent that such plan (i) has been
determined by the Board to be covered by this Plan as a Deferred
Compensation Plan, (ii) has not been separately approved by the
Corporation’s shareholders, and (iii) is not a plan that is
qualified under Section 401(a) of the Internal Revenue Code.
Notwithstanding the foregoing, no plan other than an Existing Plan
shall be considered a Deferred Compensation Plan if (A) it provides
for Corporate Contributions to Directors or Officers in excess of
25% of their Participant Deferrals, unless such plan is an Excess
Plan, or (B) it provides for Corporate Contributions in excess of
100% of any Participant Deferrals.
	 
	 	(g)	 	“Director” shall mean a member of the Board of Directors of
the Corporation.
	 
	 	(h)	 	“Effective Date” shall mean the date on which this Plan
becomes effective, which shall be the date the Plan is approved by
the Corporation’s shareholders.
	 
	 	(i)	 	“Employee” shall mean a common law employee who is employed
by the Corporation.
	 
	 	(j)	 	“Excess Plan” shall mean a supplemental employee benefit plan
that is operated in conjunction with a plan that is intended to be
qualified under Section 401(a) of the Internal Revenue Code.
	 
	 	(k)	 	“Employer” shall mean the Corporation and any of its
subsidiaries that participate in a Deferred Compensation Plan.
	 
	 	(l)	 	“Existing Plans” shall mean the following plans, as in effect
on the Effective Date, as the same may be amended thereafter from
time to time: the KeyCorp Commissioned Deferred Compensation Plan,
the KeyCorp Deferred Compensation Plan, the Amended and Restated
Director Deferred Compensation Plan, the KeyCorp Automatic Deferral
Plan, the KeyCorp Signing Bonus Plan, the McDonald Financial Group
Deferral Plan and the KeyCorp Excess 401(k) Plan.



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	 	(m)	 	“Independent Director” shall mean a Director who is not an
employee of the Corporation or a subsidiary of the Corporation and
otherwise satisfies the applicable independence requirements set
forth in the rules of the New York Stock Exchange.
	 
	 	(n)	 	“Officer” shall have the meaning set forth in Rule 16a-1(f)
promulgated under the Securities Exchange Act of 1934, as amended.
	 
	 	(o)	 	“Participant” shall mean (i) any Employee and any Director
who meets the eligibility requirements of any of the Existing Plans
and who has elected or is required to participate in such Existing
Plan and (ii) any Employee and any Director who will, in the future,
meet the eligibility requirements of any other Deferred Compensation
Plan of the Corporation and who elects or is required to participate
in such Deferred Compensation Plan.
	 
	 	(p)	 	“Participant Deferrals” shall mean the amount of a
Participant’s salary, bonuses (including signing and retention
bonuses), retainers, commissions, fees, property, securities and
other compensation earned by or awarded to the Participant, the time
of payment or delivery of which the Participant has elected or been
required to defer pursuant to a Deferred Compensation Plan.
Notwithstanding anything to the contrary contained herein,
Participant Deferrals shall be credited as Common Shares to a
Participant’s Common Stock Account based on a price not less than
the fair market value of the Common Shares on the date of the
crediting of such Participant Deferrals to the Common Stock Account.
The determination of fair market value shall be as provided in the
applicable Deferred Compensation Plan.
	 
	 	(q)	 	“Plan” shall mean this KeyCorp Deferred Equity Allocation
Plan, as the same may be amended from time to time.



ARTICLE III



Share Limitations



     Section 3.1 Shares Available Under the Plan. Subject to adjustment as
provided in Section 3.4 and Article IV of this Plan, the number of Common
Shares credited to Participants’ Common Stock Accounts as Participant Deferrals
and Corporate Contributions pursuant to the Deferred Compensation Plans shall
not in the aggregate exceed the aggregate number of shares credited to
Participants’ Common Stock Accounts as of the Effective Date plus 15,000,000
Common Shares. Such shares may be shares of original issuance or treasury
shares or a combination of the foregoing. Any shares delivered to Participants
by a trust that is treated as a “grantor trust” within the meaning of Sections
671-679 of the Internal Revenue Code of 1986, as amended, shall be treated as
delivered by the Corporation under this Plan.


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     Section 3.2 Shares Available for Corporate Contributions. Subject to
adjustment as provided in Section 3.4 and Article IV of this Plan, the number
of Common Shares credited to Participants’ Common Stock Accounts as Corporate
Contributions after the Effective Date shall not exceed 7,000,000 Common
Shares.


     Section 3.3 Shares Available for Dividends. Common Shares that may be
credited and thereafter distributed as dividend equivalents shall not be
subject to the limits set forth in Sections 3.1 and 3.2, except that if any
shares are so allocated at a rate in excess of the actual dividend rates on the
Common Shares, such excess shall be subject to the limits set forth in Sections
3.1 and 3.2 hereof, as applicable.


     Section 3.4 Forfeitures, Etc.; Payment in Cash. The number of shares
available in Sections 3.1 and 3.2 above shall be adjusted to account for shares
credited to the Common Stock Accounts of Participants that are forfeited,
surrendered or relinquished to the Corporation, to provide for the payment of
taxes or otherwise, paid or distributed to such Participants in the form of
cash, or that are not distributed in the form of Common Shares for any other
reason, as provided under the terms of the particular Deferred Compensation
Plan. Upon forfeiture, surrender or relinquishment, or upon payment or
distribution in cash, of Common Shares credited to a Common Stock Account, or
upon any other distribution or settlement of Common Stock Accounts other than
in the form of Common Shares, such Common Shares shall again be available to be
credited to a Common Stock Account under any of the Deferred Compensation Plans
and Sections 3.1 and 3.2 of this Plan, as applicable.


ARTICLE IV



Adjustments



     The Board may make or provide for such adjustments in the number of Common
Shares specified in Sections 3.1 and 3.2 hereof, and in the kind of shares
covered by this Plan, as the Board, in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement
of rights that would otherwise result from (a) any stock dividend, stock split,
combination of shares, recapitalization, or other change in the capital
structure of the Corporation, or (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation
or other distribution of assets, issuance of rights or warrants to purchase
securities, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing.


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ARTICLE V



Administration



     Section 5.1 Administration of the Plan. This Plan shall be administered
by the Board, which may from time to time delegate all or any part of its
authority under this Plan to a committee of the Board (or a subcommittee
thereof) consisting of not less than three Independent Directors appointed by
the Board. A majority of the committee (or subcommittee) shall constitute a
quorum, and the action of the members of the committee (or subcommittee)
present at any meeting at which a quorum is present, or acts unanimously
approved in writing, shall be the acts of the committee (or subcommittee). To
the extent of any such delegation, references in this Plan to the Board shall
be deemed to be references to any such committee or subcommittee. As of the
Effective Date, the Board delegates all of its authority under this Plan to its
Compensation Committee.


     Section 5.2 Interpretation; Construction. The interpretation and
construction by the Board of any provision of this Plan and any determination
by the Board pursuant to any provision of this Plan shall be final and
conclusive. No member of the Board shall be liable for any such action or
determination made in good faith.


ARTICLE VI



Amendments, Etc.



     Section 6.1 Amendments. The Board may at any time and from time to time
amend this Plan in whole or in part; provided, however, that any amendment that
must be approved by the shareholders of the Corporation in order to comply with
applicable law or the rules of the New York Stock Exchange or, if the Common
Shares are not traded on the New York Stock Exchange, the principal national
securities exchange upon which the Common Shares are traded or quoted, shall
not be effective unless and until such approval has been obtained.
Presentation of this Plan or any amendment hereof for shareholder approval
shall not be construed to limit the Corporation’s authority to offer similar or
dissimilar benefits under other plans without shareholder approval consistent
with the rules of the New York Stock Exchange.


     Section 6.2 No Employment Rights. This Plan shall not confer upon any
Participant any right with respect to continuation of employment or other
service with the Corporation, nor shall it interfere in any way with any right
the Corporation would otherwise have to terminate such Participant’s employment
or other service at any time. Notwithstanding this Plan, the provisions of the
applicable Deferred Compensation Plan, including, without limitation, the terms
relating to eligibility, participation, Participant Deferrals and deferral
limits, Corporate Contributions, vesting and distribution, shall continue to
apply to the Participants in such Deferred Compensation Plan.


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     Section 6.3 Unfunded Plan. All Common Shares, dividends, earnings and any
other gains and losses allocated to Participants’ Common Stock Accounts remain
the assets and property of the Corporation, which shall be subject to
distribution to the Participant only in accordance with the terms of each
respective Deferred Compensation Plan. Payments made under each respective
Deferred Compensation Plan in accordance with the provisions of this Plan shall
be made from the general assets of the Corporation, and Participants and their
beneficiaries shall have the status of general unsecured creditors of the
Corporation. Nothing contained in this Plan shall create, or be construed as
creating a trust of any kind or any other fiduciary relationship between the
Participant, the Corporation, or any other person. It is the intention of the
Corporation and the Participants that all Deferred Compensation Plans covered
by this Plan be unfunded for tax purposes and for purposes of Title I of
Employee Retirement Income Security Act of 1974, as amended.


     Section 6.4 Governing Law. The Plan shall be governed by and construed in
accordance with the internal substantive laws of the State of Ohio.


     Section 6.5 Expenses. The expenses of administration of this Plan shall
be paid by the Corporation.



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