Exhibit 10.4



 






Exhibit 10.4




KEYCORP




DEFERRED BONUS PLAN




ARTICLE I




     In accordance with the requirements of the American Jobs Creation Act of 2004, the KeyCorp
Signing Bonus Plan (“Plan”) originally established January 1, 1999, is hereby amended and restated
in its entirety as the KeyCorp Deferred Bonus Plan, effective January 1, 2005. The Plan as amended
and restated, is structured to provide for the mandatory deferral of certain bonuses granted to
selected employees of KeyCorp at the time of their initial employment with KeyCorp. As structured,
the Plan is intended to provide those selected employees of KeyCorp with a tax-favorable savings
vehicle, while allowing KeyCorp to retain the employee’s continued employment. It is the intention
of KeyCorp, and it is the understanding of those employees who become covered under the Plan, that
the Plan is unfunded for tax purposes. It is also the understanding of those employees covered
under the Plan that the Plan will be administered in accordance with the requirements of Section
409A of the Code.



ARTICLE II




DEFINITIONS




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




	 	(a)	 	"Beneficiary” shall mean the person, persons or entity entitled under
Article VIII to receive any Plan benefits payable after a Participant’s death.
	 
	 	(b)	 	"Board” shall mean the Board of Directors of KeyCorp, the Board’s
Compensation and Organization Committee, or any other committee designated by the Board
or a subcommittee designated by the Board’s Compensation and Organization Committee.
	 
	 	(c)	 	"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 on and after January 1,
1999.
	 
	 	(d)	 	"Common Stock Account” shall mean the investment account established
under the Plan for bookkeeping purposes in which the Participant shall have his or her
Bonus Deferral credited. A Participant’s Bonus Deferrals shall be credited based on a
bookkeeping allocation of KeyCorp Common Shares (both whole and fractional rounded to
the nearest one-hundredth of a share) (“Common Shares”), which on the date credited
shall be equal in market value (as determined under the last sentence of this Section
2.1(d)) to the amount of the Bonus Deferral. The Common Stock Account shall also
reflect on a bookkeeping basis all dividends, gains, and losses attributable to such
Common Shares. All Bonus Deferrals credited to the Common Stock




 









 











     Account shall be based on the New York Stock Exchange’s closing price for such Common Shares
as of the day such Bonus Deferral is credited to the Participant’s Plan 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)	 	"Date of Hire” shall mean the first day an Employee commences active
employment with an Employer.
	 
	 	(f)	 	"Determination Date” shall mean as of the date that the Participant
vests in his or her Bonus Deferral amount.
	 
	 	(g)	 	"Disability” shall mean (1) the physical or mental disability of a
permanent nature which prevents a Participant from performing the duties the
Participant was employed to perform for his or her Employer when such disability
commenced, (2) qualifies for disability benefits under the federal Social Security Act
within 30 months following the Participant’s disability, and (3) qualifies the
Participant for disability coverage under the KeyCorp Long Term Disability Plan.
	 
	 	(h)	 	"Distribution Agreement” shall mean the executed agreement submitted by
the Employee to the Corporation in conjunction with the Employee’s execution of his or
her employment agreement or as otherwise required by the Corporation, which shall
contain, in pertinent part, the Employee’s distribution instructions for such Bonus
Deferrals when vested. In the event the Employee elects to transfer vested Bonus
Deferrals to the KeyCorp Second Deferred Compensation Plan, the transferred Bonus
Deferrals shall be subject to a mandatory 5 year deferral period from the date such
Bonus Deferral is transferred to the KeyCorp Second Deferred Compensation Plan (i.e.
the date that it is otherwise payable to the Participant) under the subsequent election
requirements of Section 409A of the Code.
	 
	 	(i)	 	"Employee” shall mean a common law employee who is employed by an
Employer.
	 
	 	(j)	 	"Employer” shall mean the Corporation and any of its subsidiaries or
affiliates, unless specifically excluded as an Employer for Plan purposes by written
action by an officer of the Corporation. An Employer’s Plan participation shall be
subject to all conditions and requirements made by the Corporation, and each Employer
shall be deemed to have appointed the Plan Administrator as its exclusive agent under
the Plan as long as it continues as an Employer.
	 
	 	(k)	 	"Harmful Activity” shall have occurred if the Participant shall do any
one or more of the following. This provision shall survive the Participant’s
termination of employment with Key:






	 	(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 Participant
has access that may involve Non-Public Information of KeyCorp.




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	 	(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 Participant created, in whole or in part,
during employment with 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 Participant created, in whole or in part,
during employment with KeyCorp, including, without limitation, the signing of
patent applications and assignments thereof.
	 
	 	(v)	 	Upon the Participant’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 Participant’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 Participant 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 Participant was employed at KeyCorp unless such
prohibited activity was inadvertent, done in good faith, and did not involve a
customer whom the Participant should have reasonably known was a customer of
KeyCorp.
	 
	 	(vii)	 	Upon the Participant’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 Participant was
engaged in for KeyCorp during the one year period prior to the termination of
the Participant’s employment.
	 
	 	 	 	For purposes of this Section 2.1(k) 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.






	 	(l)	 	"Bonus Deferral” shall mean all or any portion of the
Employee’s employment-signing bonus that the Employer automatically defers to
the Plan.




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	 	(m)	 	"Participant” shall mean an Employee who meets the eligibility and
participation requirements set forth in Section 3.1 of the Plan.
	 
	 	(n)	 	"Plan” shall mean the KeyCorp Deferred Bonus Plan with all amendments
hereafter made.
	 
	 	(o)	 	"Plan Account” shall mean the bookkeeping account established by the
Corporation for each Plan Participant, which shall reflect the Bonus Deferral deferred
to the Plan on a bookkeeping basis, with all earnings, dividends, gains, and losses
thereon. Plan Accounts shall not constitute separate Plan funds or separate Plan
assets. Neither the maintenance of, nor the crediting of amounts to such Plan Accounts
shall be treated (i) as the allocation of any Corporation assets to, or a segregation
of any Corporation assets in any such Plan Accounts, or (ii) as otherwise creating a
right in any person or Participant to receive specific assets of the Corporation.
	 
	 	(p)	 	"Plan Year” shall mean the calendar year.
	 
	 	(q)	 	"Termination Under Limited Circumstances” shall mean the termination
(whether by the Participant or the Employer) of a Participant’s employment from his or
her Employer, and from any other Employer (i) under circumstances in which the
Participant is entitled to receive severance benefits or salary continuation benefits
under the KeyCorp Separation Pay Plan, (ii) under circumstances in which the
Participant is entitled to severance benefits or salary continuation or similar
benefits under a change of control agreement or employment agreement within two years
after a change of control (as defined by such agreement) has occurred, or (iii) as
otherwise expressly approved by an officer of the Corporation.
	 
	 	(s)	 	"Termination of Employment” shall mean the voluntary or involuntary
termination of the Participant’s employment from his or her Employer and from any other
Employer, but shall not include the Participant’s Termination Under Limited
Circumstances or termination as a result of Disability or death.





     2.2 Pronouns. The masculine pronoun wherever used herein includes the feminine in any
case so requiring, and the singular may include the plural.



ARTICLE III




ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility and Participation. An Employee shall become a Plan Participant upon
the Employer’s mandatory deferral of the Employee’s Bonus Deferral.



ARTICLE IV




BONUS DEFERRALS




     4.1 Crediting of Bonus Deferrals.  All Bonus Deferrals shall be credited on a
bookkeeping basis to a Plan Account established in the Participant’s name as of the date on which
the Bonus Deferral



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would have been payable to the Participant but for the Employer’s mandatory deferral of such
Bonus Deferral to the Plan.



     4.2 Investment of Bonus Deferrals. Bonus Deferrals shall be automatically invested
on a bookkeeping basis in the Plan’s Common Stock Account.



     4.3 Determination of Amount. The Plan Administrator shall verify the amount of the
Bonus Deferral, with all dividends, gains and losses, if any, credited to each Participant’s Plan
Account in accordance with the provisions of the Plan. The reasonable and equitable decision of
the Plan Administrator as to the value of each Plan Account shall be conclusive and binding upon
the Participants and the Beneficiary of each deceased Participant having any interest, direct or
indirect in the Participant’s Plan Account. As soon as reasonably practicable after the close of
the Plan Year, the Corporation shall send each Participant an itemized statement that shall reflect
the Participant’s Plan Account balance.



     4.4 Corporate Assets. All Bonus Deferrals, dividends, earnings and any other gains
and losses credited to each Participant’s Plan Account on a bookkeeping basis, remain the assets
and property of the Corporation, which shall be subject to distribution to the Participant only in
accordance with Article VI of the Plan. Distributions made under the Plan shall be in the form of
Common Shares or as a bookkeeping plan-to-plan transfer to the KeyCorp Second Deferred Compensation
Plan as provided for in Article VI hereof. Participants and Beneficiaries shall have the status of
general unsecured creditors of the Corporation. Nothing contained in the 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 it
is the understanding of the Participant that the Plan is an unfunded Plan.



     4.5 No Present Interest. Subject to any federal statute to the contrary, no right or
benefit under the Plan and no right or interest in each Participant’s Plan Account shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge any right or benefit under the
Plan, or Participant’s Plan Account shall be void. No right, interest, or benefit under the Plan
or Participant’s Plan Account shall be liable for or subject to the debts, contracts, liabilities,
or torts of the Participant or Beneficiary, including an domestic relations proceedings. If the
Participant or Beneficiary becomes bankrupt or attempts to alienate, sell, assign, pledge,
encumber, or charge any right under the Plan or Participant’s Plan Account, such attempt shall be
void and unenforceable.



ARTICLE V




VESTING




     5.1 Bonus Deferral Vesting. The calculation of a Participant’s vested interest in the
Bonus Deferral credited on a bookkeeping basis to the Participant’s Plan Account shall be measured
in whole calendar years. A Participant shall become vested in the Bonus Deferral allocated on a
bookkeeping basis to the Participant’s Plan Account with all earnings, gains, and losses thereon
after three full calendar years of service with his or her Employer following the Bonus Deferral
Date (as defined in Section 5.1(a)). Alternatively, at the Employer’s election, with such election
having been clearly communicated to the Employee in writing prior to the Bonus Deferral Date, the
Employee shall become vested in his or her Bonus Deferral under the following three-year graded
vesting schedule (or such other multi-year vesting schedule as is expressly communicated in writing
to the Employee by the Employer prior to the Participant’s Bonus Deferral Date):



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     (a) One full calendar year from the Participant’s Bonus Deferral Date
but less than two full calendar years from such Bonus Deferral Date 33%.




     (b) Two full calendar years from the Participant’s Bonus Deferral Date but less
than three full calendar years from such Bonus Deferral Date  66%.




     (c)
Three full calendar years from the Participant’s Bonus Deferral Date 100%.


Notwithstanding the foregoing provisions of this Section 5.1, however, a Participant shall
become fully vested in the Bonus Deferral credited on a bookkeeping basis to the Participant’s Plan
Account upon the Participant’s Termination Under Limited Circumstances, Disability or death.




     5.2 Forfeiture of the Participant’s Bonus Deferral. Notwithstanding any provision of
the Plan to the contrary, upon the Participant’s Termination of Employment, the not vested Bonus
Deferral credited on a bookkeeping basis to the Participant’s Plan Account with all earnings and
gains thereon shall be automatically forfeited as of the Participant’s last day of employment.



ARTICLE VI




DISTRIBUTION OF PLAN BENEFITS




     6.1 Distribution of the Participant’s Bonus Deferral. A Participant’s vested Bonus
Deferral with all earnings and gains thereon shall be distributed from the Plan concurrently with
or immediately following the Participant’s vesting in his or her Bonus Deferral 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
	 
	 	(b)	 	as a plan-to-plan transfer of the Participant’s vested Bonus
Deferral to the KeyCorp Second Deferred Compensation Plan’s Common Stock
Account, provided, that the Participant is in a benefits designator 86 or
above and is otherwise eligible to participate in the KeyCorp Second Deferred
Compensation Plan. Such plan-to-plan transfer will be subject to the
subsequent election provisions of Section 409A of the Code and will not be
subject to distribution from the Second Deferred Compensation Plan until the
requirements of Section 409A of the Code have been met.




Subject to the withholding requirements of Section 6.5 hereof, lump sum distributions from the Plan
shall be made in Common Shares based on the bookkeeping number of whole and fractional Common
Shares attributable to the Participant’s vested Bonus Deferral maintained in the Plan’s Common
Stock Account as of the Determination Date concurrently with or immediately preceding the date of
such distribution. Participants’ Plan Account balances transferred to the KeyCorp Second Deferred
Compensation Plan’s Common Stock Account will not be subject to investment diversification and/or
reallocation under the KeyCorp Second Deferred Compensation Plan.




     6.2 Distributions Following Termination Under Limited Circumstances, Disability or
Death. Upon the Participant’s Termination Under Limited Circumstances, Disability, or death,
the Bonus Deferral credited to the Participant’s Plan Account with all earnings, gains, and losses
thereon shall become immediately vested and shall be distributed to the Participant or the
Participant’s Beneficiary in a single lump sum distribution of Common Shares, net of all applicable
tax withholdings.



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     6.3 Payment Limitation for Key Employees. Notwithstanding any other provision of the
Plan to the contrary, in the event that the Participant 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 Participant’s vested Bonus Deferral shall not be
made before the date which is six months after the Participant’s date of separation from service
(or, if earlier, the date of death of the Participant). The term “separation from service” shall
be defined for Plan purposes in accordance with the requirements of Section 409A of the Code and
applicable regulations issued thereunder.



     6.4 Harmful Activity. If a Participant engages in any “Harmful Activity” prior to or
within twelve months after the Participant’s Termination of Employment with an Employer, then all
not vested Plan benefits shall be immediately forfeited, and any Plan distributions made to the
Participant within one year prior to the Participant’s Termination or Retirement date shall be
fully repaid by the Participant to the Corporation within 60 days following the Participant’s
receipt of the Corporation’s notice of such Harmful Activity.



     The foregoing restrictions shall not apply in the event that the Participant’s Termination of
Employment within two years after a Change of Control if any of the following have occurred: a
relocation of the Participant’s principal place of employment more than 35 miles from the
Participant’s principal place of employment immediately prior to the Change of Control, a reduction
in the Participant’s base salary after a Change of Control, or Termination of Employment under
circumstances in which the Participant is entitled to severance benefits or salary continuation or
similar benefits under a change of control agreement, employment agreement, or severance or
separation pay plan.



     The determination by the Corporation as to whether a Participant has engaged in a “Harmful
Activity” prior to or within twelve months after the Participant’s termination of employment with
an Employer shall be final and conclusive upon the Participant and upon all other Persons.



     6.5 Withholding. The withholding of taxes with respect to any Bonus Deferral with all
earnings and gains thereon shall be made at such time as it becomes required by any state, federal
or local law; such taxes shall be withheld from the Bonus Deferral in accordance with applicable
law and shall be paid by reducing the number of Common Shares to be distributed to the Participant
based on such Common Shares’ market value as of the distribution date.



     6.6 Facility of Payment. If it is found that any individual to whom an amount is
payable hereunder is incapable of attending to his or her financial affairs because of any mental
or physical condition, including the infirmities of advanced age, such amount (unless prior claim
therefor shall have been made by a duly qualified guardian or other legal representative) may, in
the discretion of the Corporation, be paid to another person for the use or benefit of the
individual found incapable of attending to his or her financial affairs or in satisfaction of legal
obligations incurred by or on behalf of such individual. Any such payment shall be charged to the
Participant’s Plan Account from which any such payment would otherwise have been paid to the
individual found incapable of attending to his or her financial affairs, and shall be a complete
discharge of any liability therefor under the Plan.



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ARTICLE VII




BENEFICIARY DESIGNATION




     7.1 Beneficiary Designation. Subject to Section 7.3 hereof, each Participant shall
have the right, at any time, to designate one or more persons or an entity as Beneficiary (both
primary as well as secondary) to whom benefits under this Plan shall be paid in the event of
Participant’s death prior to complete distribution of the Participant’s vested Plan Account. Each
Beneficiary designation shall be in a written form prescribed by the Corporation and shall be
effective only when filed with the Corporation during the Participant’s lifetime.



     7.2 Changing Beneficiary. Any Beneficiary designation may be changed by the
Participant without the consent of the previously named Beneficiary by the Participant’s filing of
a new designation with the Corporation. The filing of a new designation shall cancel all
designations previously filed by the Participant.



     7.3 No Beneficiary Designation. If a Participant fails to designate a Beneficiary in
the manner provided above, if the designation is void, or if the Beneficiary (including all
contingent Beneficiaries) designated by a deceased Participant dies before the Participant, or if
the Beneficiary disclaims his or her interest in such benefit, the Participant’s Beneficiary shall
be the Participant’s estate.



ARTICLE VIII




ADMINISTRATION




     8.1 Administration. The Corporation, as the “Plan Administrator” 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/or interpretation, 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 Plan Administrator shall not be disturbed
unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the
requirements of law, the Plan Administrator 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 Plan Administrator 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 8.2. The Plan Year, for purposes of Plan administration,
shall be the calendar year.



     8.2 Claims Review Procedure. Whenever the Plan Administrator 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 Plan Administrator 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 or she
receives such notice, he or she may obtain review of the decision of the Plan Administrator in
accordance with the procedures hereinafter set



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forth. Within such 60-day period, the Claimant or his or her authorized representative may request
that the claim denial be reviewed by filing with the Plan Administrator a written request therefor,
which request shall contain the following information:




	 	(a)	 	the date on which the request was filed with the Plan Administrator; provided,
however, that the date on which the request for review was in fact filed with the Plan
Administrator 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);
	 
	 	(b)	 	the specific portions of the denial of his or her claim which the Claimant
requests the Plan Administrator to review;
	 
	 	(c)	 	a statement by the Claimant setting forth the basis upon which he or she
believes the Plan Administrator should reverse its previous denial of the claim and
accept the claim as made; and
	 
	 	(d)	 	any written material which the Claimant desires the Plan Administrator to
examine in its consideration of his or her position as stated pursuant to paragraph (b)
above.





     In accordance with this Section 8.2, if the Claimant requests a review of the claim decision,
such review shall be made by the Plan Administrator, 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 Plan Administrator
shall not be modified unless the Plan Administrator has acted in an arbitrary and capricious
manner. Subject to the requirements of law, the Plan Administrator 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 Plan Administrator shall be binding on the claimant and upon all
other persons or entities. If the Participant or Beneficiary shall not file written notice with
the Plan Administrator 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 IX




AMENDMENT AND TERMINATION OF PLAN




     9.1 Reservation of Rights. The Corporation reserves the right to terminate the Plan
at any time by action of the Board of Directors of the Corporation, or any duly authorized
committee thereof, and to modify or amend the Plan, in whole or in part, at any time and for any
reason, subject to the following:




	 	(a)	 	Preservation of Account Balance. No termination, amendment, or
modification of the Plan shall reduce (i) the amount of Bonus Deferrals, and (ii) all
earnings and gains on such Bonus Deferrals that have accrued up to the effective date
of the termination, amendment, or modification.
	 
	 	(b)	 	Changes in Earnings Rate. No amendment or modification of the Plan
shall reduce the rate of earnings to be credited on Bonus Deferrals with all earnings
and gains accrued thereon under the Common Stock Account until the close of the
applicable Plan Year in which such amendment or modification is made.




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     9.2 Effect of Plan Termination. If the Corporation terminates the Plan, either in
whole or in part, the Plan Administrator shall not accept any additional Bonus Deferrals. If such
a termination occurs, the Plan shall continue to operate and to be effective with regard to those
Bonus Deferrals maintained in the Plan prior to the effective date of such termination.



ARTICLE X




CHANGE OF CONTROL




     10.1 Change of Control. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control as defined in accordance with Section 2.1(c) of the
Plan, no amendment or modification of the Plan may be made at any time on or after such Change of
Control (1) to reduce or modify a Participant’s Pre-Change of Control Account Balance, or (2) to
reduce or modify the Common Stock Accounts’ method of calculating earnings, gains, and/or losses on
the Participant’s Pre-Change of Control Account Balance. For purposes of this Section 10.1, the
term “Pre-Change of Control Account Balance” shall mean, with regard to any Plan Participant, the
aggregate undistributed amount of the Participant’s Bonus Deferral with all earnings, gains, and
losses thereon which are credited to the Participant’s Plan Account through the close of the
calendar year in which such Change of Control occurs.



     10.2 Common Stock Conversion. In the event of a transaction or occurrence in which
the Common Shares of the Corporation are converted into or exchanged for securities, cash and/or
other property as a result of any capital reorganization or reclassification of the capital stock
of the Corporation, or consolidation or merger of the Corporation with or into another corporation
or entity, or the sale of all or substantially all of its assets to another corporation or entity,
the Corporation shall cause the Common Stock Account to reflect on a bookkeeping basis the
securities, cash and other property that would have been received in such reorganization,
reclassification, consolidation, merger or sale in an equivalent amount of Common Shares equal to
the balance in the Common Stock Account and, from and after such reorganization, reclassification,
consolidation, merger or sale, the Common Stock Account shall reflect on a bookkeeping basis all
dividends, interest, earnings and losses attributable to such securities, cash, and other property.



     10.3 Amendment in the Event of a Change of Control. On and after a Change of Control,
the provisions of Article II, Article IV, Article V, Article VI, Article VII, Article VIII, Article
IX, and this Article X, may not be amended or modified as such Sections and Articles apply with
regard to the Participants’ Pre-Change of Control Account Balances.



ARTICLE XI




MISCELLANEOUS PROVISIONS




     11.1 Unfunded Plan. This Plan is an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of “management or highly-compensated employees.”



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



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     11.3 Benefits. Nothing in the Plan shall be construed to confer any right or claim
upon any person, firm, or corporation other than the Participants, former Participants, and
Beneficiaries.



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



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



     11.6 Precedent. Except as otherwise specifically agreed to by the Corporation in
writing, 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.



     11.7 Withholding. The Corporation shall withhold any tax that the Corporation in its
discretion deems necessary to be withheld from any payment to any Participant, former Participant,
or Beneficiary hereunder, by reason of any present or future law.



     11.8 Validity of Plan. The validity of the Plan shall be determined and the Plan
shall be construed and interpreted in accordance with 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.



     11.9 Parties Bound. The Plan shall be binding upon the Employers, Participants,
former Participants, and Beneficiaries hereunder, and, as the case may be, the heirs, executors,
administrators, successors, and assigns of each of them.



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



     11.11 Duty to Furnish Information. The Corporation shall furnish to each Participant,
former Participant, or 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.



     11.12 Validity. In case any provision of this Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision had never been
inserted herein.



     11.13 Notice. Any notice required or permitted under the Plan shall be deemed
sufficiently provided if such notice is in writing and hand delivered or sent by registered or
certified mail. Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or on the receipt for registration or
certification. Mailed notice to the Corporation shall be directed to the Corporation’s address,
attention: KeyCorp Compensation and Benefits Department. Mailed notice to a Participant or
Beneficiary shall be directed to the individual’s last known address in the Employer’s records



     11.14 Successors. The provisions of this Plan shall bind and inure to the benefit of
each Employer and its successors and assigns. The term successors as used herein shall include any
corporate or other business entity, which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of an Employer.



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ARTICLE XII




COMPLIANCE WITH

SECTION 409A OF THE CODE




          12.1 Compliance With Section 409A. 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 in a manner
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.
Notwithstanding any provision of the Plan to the contrary, no otherwise permissible election,
deferral, accrual, or distribution shall be made or given effect under the Plan that would result
in early taxation or assessment of penalties or interest of any amount under Section 409A of the
Code.




          Notwithstanding any provision of the Plan to the contrary, Plan benefits shall not be
distributed to a Participant earlier than:





	 	•	 	the Participant’s separation from service as determined by the Secretary of the Treasury
(except as provided below with respect to a key employee of the Corporation);
	 
	 	•	 	a specified time (or pursuant to a fixed schedule) specified under the Plan and
Participant’s Participation Agreement prior to the date of the Participant’s deferral of
Compensation;
	 
	 	•	 	the date of the Participant’s Disability, or
	 
	 	•	 	death of the Participant.





          If it is determined that a Participant constitutes a “key” employee (as defined in Section
416(i) of the Code without regard to paragraph (5) thereof) of the Corporation, the Participant
shall not commence any distribution of his or her Plan benefits before the date which is six months
after the date of the Participant’s separation from service (or, if earlier, the date of death of
the Participant).




	 	 	 	 	 	 	 	 	 
	 	 	KEYCORP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Thomas E. Helfrich 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	Executive Vice President	 	 
	 

	 	 	 	 	 	 	 	 






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