Exhibit 10.7



 







Exhibit 10.7




KEYCORP




SECOND EXCESS 401(K) SAVINGS PLAN




     The KeyCorp Second Excess 401(k) Savings Plan (the “Plan”), as originally established December
28, 2004 to be effective January 1, 2005 is hereby amended and restated as of that date. The Plan,
as structured, is intended to provide certain select employees of KeyCorp with a Plan benefit that
is generally equal to the benefit that the Participant would have been eligible to receive under
the KeyCorp 401(k) Savings Plan on and after January 1, 2005 but for the deferral limits imposed by
Section 402(g) of the Internal Revenue Code of 1986, as amended (Code) and the compensation limits
imposed by Section 401(a)(17) of the Code. It is the intention of KeyCorp and it is the
understanding of the employees covered under the Plan, that the Plan constitutes a nonqualified
retirement plan for a select group of employees, and as such, the Plan is unfunded for tax purposes
and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). It is also the understanding of the employees covered under the Plan that the Plan
shall be administered in accordance with the requirements of Section 409A of the Code.



ARTICLE I




DEFINITIONS




     1.1 Meaning of Definitions. For the purposes hereof, the following words and phrases
shall have the meanings hereinafter set forth, unless a different meaning is plainly required by
the context:




	 	(a)	 	“401(k) Savings Plan” shall mean the KeyCorp 401(k) Savings Plan, as shall be
amended from time to time.
	 
	 	(b)	 	“Beneficiary” shall mean the same person, persons or entity as designated by
the Participant under the 401(k) Savings Plan to receive any Plan benefits payable
after a Participant’s death.
	 
	 	(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.
	 
	 	(d)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time, together with all regulations promulgated thereunder. Reference to a section of
the Code includes such section and any comparable section or sections of any future
legislation that amends, supplements, or supersedes such section.
	 
	 	(e)	 	“Compensation” of a Participant for any Plan Year or any partial Plan Year in
which the Participant incurs a Severance From Service Date shall mean the entire amount
of compensation paid to such Participant during such period by reason of his or her
employment with an Employer, as reported for federal income tax purposes, plus that
compensation which would have been paid except for (1) the timing of an Employer’s
payroll processing operations, (2) the provisions of the 401(k) Savings Plan, or (3)
the




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	 	 	 	provisions of the KeyCorp Flexible Benefits Plan, or transportation reimbursement
plan, provided, however, that the term shall not include:






	 	(i)	 	any amount attributable to the Employee’s receipt of stock
appreciation rights and the amount of any gain to the Employee upon the
exercise of a stock option;
	 
	 	(ii)	 	any amount attributable to the Employee’s receipt of non-cash
remuneration which is included in the Employee’s income for federal income tax
purposes;
	 
	 	(iii)	 	any amount attributable to the Employee’s receipt of moving
expenses and any relocation bonus paid to the Employee during the Plan Year;
	 
	 	(iv)	 	any amount attributable to any severance paid by an Employer or
the Corporation to the Employee;
	 
	 	(v)	 	any amount attributable to fringe benefits (cash and non-cash),
regardless of whether any or all such items are includible in such
Participant’s gross income for federal tax purposes;
	 
	 	(vi)	 	any amount attributable to any bonus or payment made as an
inducement for the Employee to accept employment with an Employer;
	 
	 	(vii)	 	any amount attributable to compensation of any type including
bonus or incentive compensation payments paid on or after the Employee’s
Severance From Service Date; or
	 
	 	(viii)	 	any amount attributable to compensation deferred by the Participant.





     In determining a Participant’s Compensation under the Plan for Plan years prior to January 1,
2006, if the Participant participates in a line of business incentive plan, then only that
Compensation up to a maximum amount of $500,000 less the amount of the Participant’s Compensation
utilized in computing the Participant’s 401(k) Savings Plan benefit in accordance with the
provisions of Section 401(a)(17) of the Code shall be utilized for purposes of calculating the
Participant’s Participant Deferrals under the Plan for the applicable Plan year.



     In determining a Participant’s Compensation under the Plan for Plan years on and after January
1, 2006, if the Participant is classified with a benefits designator 85 or below, then only that
Compensation up to a Plan maximum of $500,000 minus the amount of the Participant’s Compensation
utilized in computing the Participant’s 401(k) Savings Plan benefit in accordance with Section
401(a)(17) of the Code shall be utilized in calculating the Participant’s Participant Deferrals
under the Plan for the applicable Plan year.




	 	(f)	 	“Corporate Contributions” shall mean the amount an Employer has agreed to
credit on a bookkeeping basis to the Participant’s Plan Account in accordance with the
provisions of Article IV of the Plan.
	 
	 	(g)	 	“Corporation Stock Fund” shall mean the investment account established under
the Plan for bookkeeping purposes under which a Participant may elect to have his or
her Participant Deferrals credited and which mirrors the Corporation Stock Fund
established




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	 	 	 	in accordance with the 401(k) Savings Plan, as shall be amended from
time to time. Participant Deferrals to the Corporation Stock Fund 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) which shall be equal to
the amount of Participant Deferrals invested by the Participant in the Corporation
Stock Fund. The Corporation Stock Fund shall also reflect on a bookkeeping basis
all dividends, gains, and losses attributable to such Common Shares. All Corporate
Contributions and all Participant Deferrals credited to the Corporation Stock Fund,
shall be based on the New York Stock Exchange’s closing price for such Common Shares
as of the day such Participant Deferrals are credited to the Participants’ Plan
Account.
	 
	 	(h)	 	“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.
	 
	 	(i)	 	“Deferral Commencement Date” shall mean the first pay period coinciding with or
immediately following the date on which the Participant reaches his or her maximum
contribution limit under Section 402(g) of the Code and/or the Participant’s maximum
compensation limit under Section 401(a)(17) of the Code which effectively terminates
the Participant’s deferral of Compensation under the 401(k) Savings Plan.
	 
	 	(j)	 	“Deferral Election” shall mean the written commitment made by the Participant
to defer up to 6% of his or her Compensation on a per-pay basis under the Plan,
commencing as of the Participant’s Deferral Commencement Date. Except as otherwise
provided in Section 2.2 of the Plan, a Participant’s Deferral Election shall be made no
later than the last day of the year preceding the year for which the Participant’s
Compensation is earned by the Participant. Accordingly, the Participant shall elect to
defer that portion of his or her base salary no later than the year prior to the year
in which such base salary is earned by the Participant, and the Participant shall elect
to defer that portion of his or her incentive compensation/bonus awards no later than
the year prior to the year in which such incentive compensation/bonus is earned by the
Participant.”
	 
	 	(k)	 	“Deferral Period” shall mean each Plan year, provided, however, that a
Participant’s initial Deferral Period shall be from his or her first day of
participation in the Plan through the last day of the applicable Plan year.
	 
	 	(l)	 	“Disability” shall mean (1) the physical or mental disability of a permanent
nature which prevents a Participant from performing the duties such 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.
	 
	 	(m)	 	“Employee” shall mean a common law employee who is employed by an Employer;
provided, however, the term “Employee” shall not include any person who at the time
services are performed is not classified as a common law employee by the Employer even
though such person may for federal income tax purposes, federal employment tax
purposes, or any other purpose be reclassified by the Employer as a common law
employee retroactive to when such services were performed by reason of
administrative, judicial, regulatory or other governmental action.




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	 	(n)	 	“Employer” shall mean the Corporation and any of its subsidiaries, unless
specifically excluded as an Employer for Plan purposes by written action of an officer
of the Corporation. An Employer’s 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 a subsidiary.
	 
	 	(o)	 	“Investment Funds” shall mean those investment accounts established under the
Plan for bookkeeping purposes in which a Participant may elect to have his or her
Participant Deferrals credited and which mirror the investment funds established in
accordance with and pursuant to Article VIII of the 401(k) Savings Plan as shall be
amended from time to time. Participant Deferrals invested for bookkeeping purposes in
the Investment Funds shall be credited on a bookkeeping basis with the same earnings,
gains, and losses as experienced by the 401(k) Savings Plan’s investment funds.
	 
	 	(p)	 	“Matching Employer Contributions” shall mean those Corporate Contributions
that an Employer has agreed to contribute to the Plan in accordance with the provisions
of Article IV of the Plan.
	 
	 	(q)	 	“Participant” shall mean an Employee who meets the eligibility requirements set
forth in Section 2.1 and becomes a Plan Participant pursuant to Section 2.2 of the
Plan.
	 
	 	(r)	 	“Participant Deferrals” shall mean the Participant’s elective deferral of
Compensation under this Plan.
	 
	 	(s)	 	“Plan” shall mean the KeyCorp Second Excess 401(k) Savings Plan, with all
amendments hereafter made.
	 
	 	(t)	 	“Plan Account” shall mean those bookkeeping accounts established by the
Corporation for each Plan Participant, which shall reflect all Participant Deferrals
and Corporate Contributions with all earnings, gains, and losses attributable thereto,
as if such Participant Deferrals and Corporate Contributions had been invested pursuant
to Article V of the Plan in the various Plan Investment Funds. Plan Accounts shall not
constitute separate Plan funds or Plan assets. Neither the maintenance of, nor the
crediting of amounts on a bookkeeping basis to such Plan Accounts shall be treated as
(i) 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. Benefits under the Plan
shall be paid from the general assets of the Corporation.
	 
	 	(u)	 	“Profit Sharing Contributions” shall mean those discretionary contributions
that an Employer may contribute to the Plan pursuant to Article IV of the Plan.
	 
	 	(v)	 	“Valuation Date” shall mean each “business day” or “business days” designated
by the Plan Administrator on which Investment Funds will be valued for bookkeeping
purposes.
	 
	 	(w)	 	“Retirement” shall mean the termination of employment of a Participant under
circumstances in which the Participant is eligible to receive an Early Retirement or
Normal Retirement Date benefit under the KeyCorp Cash Balance Pension Plan.




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	 	(x)	 	“Termination” shall mean the voluntary or involuntary and permanent termination
of a Participant’s employment from his or her Employer and any other Employer, whether
by resignation or otherwise, but shall not include the Participant’s Retirement or
termination as a result of Disability.





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



     1.3 Additional Reference: All other words and phrases used herein shall have the
meaning given them in the 401(k) Savings Plan, unless a different meaning is clearly required by
the context.



ARTICLE II




EMPLOYEE PARTICIPATION




     2.1 Employee Eligibility. An Employee shall be eligible to participate in the Plan,
provided (1) the Employee is a participant in the 401(k) Savings Plan, (2) the Corporation selects
such Employee to participate in the Plan, (3) the Employee’s elective deferrals of compensation
under the 401(k) Savings Plan reach the deferral limitations prescribed by Section 402(g) of the
Code, or the compensation limitations prescribed by Section 401(a)(17) of the Code, (4) the
Employee makes a timely Deferral Election to defer his or her Compensation for the applicable Plan
year in accordance with the Deferral Election requirements of the Plan and Section 409A of the
Code, and (5) the Employee agrees that as a condition of participating in the Plan for the
applicable Plan year, the Employee will not modify his or her deferral election under the 401(k)
Savings Plan during the applicable Plan year.



     2.2 Notification of New Participants. When an Employee first becomes eligible to
participate in the Plan, the Corporation shall notify the Employee of his or her Plan eligibility.
An Employee electing to participate in the Plan shall submit a Deferral Election to the Corporation
within 30 days of the Corporation’s notification of the Employee’s Plan eligibility. The
Employee’s Deferral Election shall be effective only if timely provided to the Corporation.



     2.3 Effect and Duration. Upon becoming a Participant, an Employee shall be entitled
to the benefits and shall be bound by all terms and conditions of the Plan. If the Corporation
determines that a Participant’s performance is no longer at a level that deserves to be rewarded
through participation in the Plan, but does not terminate the Participant’s employment with an
Employer, the Participant’s Plan participation shall terminate at the end of the Deferral Period
and no new Participant Deferrals thereafter may be made by the Participant.



     2.4 Authorized Leave of Absence. A Participant on an authorized leave of absence who
is not receiving Compensation during such leave period shall continue as a Plan Participant during
such leave, provided, however, that no Corporate Contributions shall be credited to the
Participant’s Plan Account on behalf of the Participant during such leave period. Upon the
Participant’s return to active employment with an Employer, the Participant’s Participant Deferrals
shall resume in accordance with the Participant’s Deferral Election for the applicable Deferral
Period.



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ARTICLE III




PARTICIPANT DEFERRALS




     3.1 Participant Deferrals. In accordance with a Participant’s Deferral Election, upon
meeting the eligibility criteria of Section 2.1 and Section 2.2 of the Plan, a Participant may
defer on a bookkeeping basis not less than one percent not more than six percent of his or her
Compensation to the Plan. Such Participant Deferrals shall commence with the first payment of
Compensation to the Participant coinciding with (1) the date on which the Participant’s elective
deferral of Compensation under the 401(k) Savings Plan reaches the maximum deferral limitations
prescribed under Section 402(g) of the Code, or (2) the date on which the Participant’s elective
deferral of Compensation under the 401(k) Savings Plan reaches the maximum compensation limits
prescribed under Section 401(a)(17) of the Code. Participant Deferrals shall be credited on a
bookkeeping basis to the Participant’s Plan Account as of each applicable pay period in which the
Participant makes Participant Deferrals under the Plan.



ARTICLE IV




CORPORATE CONTRIBUTIONS




     4.1 Matching Employer Contributions. Matching Employer Contributions shall be
credited on a bookkeeping basis to the Participant’s Plan Account as of each pay period in
proportion to the respective amount of the Participant’s Participant Deferrals deferred under the
Plan for such pay period. Credited Matching Employer Contributions shall equal 100% of those
Participant Deferrals deferred under the Plan for such pay period.



     4.2 Profit Sharing Contributions. Profit Sharing Contributions, if any, shall be
credited to Participant’s Plan Account at such time and in such manner as the Corporation directs.



     4.3 Opening Account Balance. Effective January 1, 2005 those Participants in the
frozen KeyCorp 401(k) Excess Savings Plan who as of December 31, 2004 were not vested in the
KeyCorp 401(k) Excess Savings Plan corporate contributions allocated to their plan account as of
December 31, 2004 shall have such not vested corporate contributions, on a bookkeeping basis,
transferred to the Plan and reflected in a bookkeeping opening account balance (“Opening Account
Balance”) established for the Participant. Such Opening Account Balance shall be invested on a
bookkeeping basis in the Plan’s Corporation Stock Fund, and shall be credited with all earnings,
gains, and losses attributable to the investment performance of such Fund. The value of the
Participant’s Opening Account Balance shall be added to and shall become a part of such
Participant’s Plan benefit which shall be payable in accordance with the terms of this Plan. The
establishment of the Participant’s Plan Opening Account Balance shall terminate the Participant’s
entitlement to that transferred benefit under the frozen KeyCorp Excess 401(k) Savings Plan.



ARTICLE V




INVESTMENTS




     5.1 Plan Account. All Participant Deferrals and Corporate Contributions shall be
credited on a bookkeeping basis to a Plan Account established in the Participant’s name. Separate
sub-accounts



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may be established to reflect Participant’s Opening Account Balance (if any) and investment
elections on a bookkeeping basis, with all earnings, gains, or losses attributable to such
elections.




     5.2 Investment of Participant Deferrals. Each Participant shall direct the manner in
which his or her Participant Deferrals are to be invested for bookkeeping purposes under the Plan,
provided, however, that the initial Participant Deferral of income for the 2005 Plan year shall be
based on the Participant’s investment instructions provided under the frozen KeyCorp Excess 401(k)
Savings Plan. All Participant Deferrals may be invested for bookkeeping purposes in the Plan’s
Corporation Stock Fund or any one or more of the Plan Investment Funds in such amount as the
Participant shall select. Participants may modify their investment elections at such times and in
such manner as permitted by the Corporation.



     5.3 Investment of Corporate Contributions. All Corporate Contributions credited to
the Participant’s Plan Account shall be invested for bookkeeping purposes in the Corporation Stock
Fund. Corporate Contributions are not subject to Participant investment directives.



     5.4 Vesting in Corporate Contributions. Subject to the provisions of Section 6.7
hereof, a Participant shall become vested in those Corporate Contributions credited on a
bookkeeping basis to the Participant’s Plan Account upon the Participant’s (1) completion of three
years of vested service, (2) Disability, or (3) death. For purposes of this Section 5.4 hereof,
the term “vested service” shall be calculated based on the Participant’s employment commencement
date through the Participant’s Termination or Retirement date (which ever first occurs), and shall
be based on consecutive twelve-month periods during which time the Participant is employed by an
Employer.



     5.5 Valuation of Plan Accounts. As of each Valuation Date, the Plan Administrator
shall verify the amount of Participant Deferrals, Corporate Contributions, dividends, earnings,
and losses, if any, to be credited to the 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 the Participant’s Plan Account shall be conclusive and binding upon all Participants and
the Beneficiary of each deceased Participant having any interest, direct or indirect in the
Participant’s Plan Account. The value of the Participant’s Plan Account on any day not a Valuation
Date, shall be the value on the last preceding Valuation Date.



     5.6 Corporate Assets. All Participant Deferrals, Corporate Contributions, dividends,
and all earnings and losses credited to a Participant’s Plan Account remain the assets and property
of the Corporation, which shall be subject to distribution to the Participant only in accordance
with Articles VI and VII of the Plan. All payments hereunder shall be in the form of cash and
KeyCorp Common Shares and shall be made from the general assets of the Corporation, and
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 the Participant that the Plan be unfunded for
tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.



     5.7 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. If
the Participant or



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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.



     5.8 Effect of Plan Termination. Notwithstanding anything to the contrary contained in
the Plan, the termination of the Plan or the termination of the 401(k) Savings Plan shall terminate
the liability of the Corporation to make further Corporate Contributions to the Plan.



ARTICLE VI




DISTRIBUTION OF PLAN BENEFITS




     6.1 Distribution of Plan Benefits. Subject to the provisions of Section 6.3 and
Section 6.4 hereof, a Participant shall receive a distribution of his or her vested Plan Account
balance from the Plan’s Investment Funds (other than from the Corporation Stock Account) in a
series of monthly installment distributions over a period of ten (10) years.



Distributions of Participant Deferrals from the Plan’s Investment Funds other than the Corporation
Stock Fund shall be made in cash.



     6.2 Distribution Options from the Corporation Stock Account. Subject to the
provisions of Section 6.3 and Section 6.4 of the Plan, the Participant shall receive a distribution
of his or her vested Plan Account balance from the Plan’s Corporation Stock Account as series of
annual installment distributions over a period of ten (10) years.


Distributions of Participant Deferrals and vested Corporate Contributions from the Plan’s
Corporation Stock Account shall be made in KeyCorp Common Shares.




     6.3 Distribution. The Participant’s vested Plan Account shall be valued as of the
Valuation Date immediately preceding his or her Termination, Retirement or Disability (the
“valuation date”). Distribution of a Participant’s Plan Account shall commence as soon as
administratively practicable following the Participant’s Termination, Retirement or Disability
(whichever shall first occur) as follows:




	 	(i)	 	The Participant’s vested unpaid Plan Account balance invested for bookkeeping
purposes in the Plan’s Investment Funds (other than Corporation Stock Fund) shall be
reflected in a distribution sub-account, which on a bookkeeping basis shall be credited
with all earnings, gains and losses on such Investment Funds during the Participant’s
installment distribution period.
	 
	 	(ii)	 	The Participant’s vested unpaid Plan Account balance invested for bookkeeping
purposes in the Plan’s Corporation Stock Fund shall be reflected as a number of whole
and fractional Common Shares in a distribution sub-account and shall be credited with
dividends on a bookkeeping basis which shall be reinvested in the Plan’s Corporation
Stock Fund throughout the installment distribution period; all such reinvested
dividends shall be paid to the Participant in Common Shares in conjunction with the
Participant’s final installment payment under the Plan.





     6.4 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)



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thereof), distributions of the Participant’s Plan benefit may 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.



     6.5 Distribution of Small Accounts. Notwithstanding the provisions of Sections 6.1,
6.2, and 6.3 hereof, but subject to the requirements of Section 6.4 hereof, if the value of a
Participant’s vested Account balance as of the Valuation Date immediately preceding the
Participant’s Termination, Retirement or Disability date is under $50,000, such balance shall be
distributed to the Participant as a single lump sum distribution as soon as reasonably practicable
following such Termination, Retirement or Disability 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
therefore 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 therefore under the Plan.



     6.7 Forfeiture of Plan Benefits. Notwithstanding any other provision of the Plan
to the contrary, however, if the Participant engages in any Harmful Activity prior to or within
twelve months after the Participant’s Termination or Retirement, then by operation of this Section
6.7 hereof, and without any further notice to the Participant, (a) (i) all Matching Employer
Contributions, and (ii) all earnings, dividends, and gains allocated to the Participant’s Plan
Account with regard to both Participant Deferrals and Matching Employer Contributions shall become
immediately forfeited and (b) Matching Employer Contributions and all earnings, gains and dividends
on both the Participant’s Participant Deferrals and Matching Employer Contributions that have been
distributed to the Participant within one year of 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 employment with
an Employer terminates 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 or
Retirement shall be final and conclusive upon the Participant and upon all other Persons.



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For purposes of this Section 6.7, a “Harmful Activity” shall have occurred if the Participant
shall do any one or more of the following:




	(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.
	 
	(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 6.7 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, 




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	 	 	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.





ARTICLE VII




BENEFICIARY DESIGNATION




     7.1 Beneficiary Designation. Subject to Section 7.3 hereof, the 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 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. Subject to Section 7.3, any Beneficiary designation may be
changed by the Participant without the consent of the previously named Beneficiary by the filing of
a new designation with the Corporation. The filing of a new designation shall cancel all
designations previously filed.



     7.3 No Beneficiary Designation. If any 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
before complete distribution of the Participant’s benefits, the Participant’s Beneficiary shall be
the person in the first of the following classes in which there is a survivor:




	 	(a)	 	The Participant’s spouse;
	 
	 	(b)	 	The Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves issue surviving, then such issue shall take, by
right of representation the share the parent would have taken if living; or
	 
	 	(c)	 	The Participant’s estate.





     7.4 Distribution upon Death. If a Participant dies after the distribution of his or
her vested interest under the Plan has commenced, the remaining portion of the Participant’s entire
interest under the Plan, if any, shall be distributed to the Participant’s Beneficiary under the
method of distribution being used as of the Participant’s date of death. If the Participant dies
before the distribution of the Participant’s Plan Account has commenced, the Participant’s entire
interest under the Plan shall be valued as of the Valuation Date immediately preceding the
Participant’s date of death, and shall be
distributed to his or her Beneficiary in a lump sum payment as soon as reasonably practicable
following the Participant’s date of death.




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ARTICLE VIII




ADMINISTRATION




     8.1 Administration. The Corporation, which shall be the “Administrator” of the Plan
for purposes of ERISA and the “Plan Administrator” for purposes of the Code, 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 Plan
Administrator 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 Plan Administrator 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 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, if the claimant requests a review of the Plan Administrator’s
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



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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. 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. No amendment or termination will result in an acceleration of Plan benefits in violation
of Section 409A of the Code.




	 	(a)	 	Preservation of Account Balance. No termination, amendment, or
modification of the Plan shall reduce (i) the amount of Participant Deferrals and
Corporate Contributions, and (ii) all earnings and gains on such Participant Deferrals
and Corporate Contributions 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 or modify the method of accruing earnings, gains, and losses under the
Plan’s Investment Funds that differ from the method of accruing earnings, gains, and
losses under the 401(k) Savings Plan’s investment funds until the close of the
applicable Deferral Period in which such amendment or modification is made.





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 1.1 of the
Plan, no amendment or modification of this 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, (2) to reduce or modify the
Corporation Stock Fund’s method of calculating all earnings, gains, and/or losses on a
Participant’s Pre-Change of Control Account Balance, (3) to reduce or modify any other Investment
Funds’ method of calculating all earnings, gains, and/or losses on a Participant’s Pre-Change of
Control Account Balance, or (4) to reduce or modify the Participant’s Participant Deferrals and/or
Corporate Contributions to be credited to a Participant’s Plan Account for the applicable Deferral
Period. 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 amount of such Participant’s Participant
Deferrals and Corporate Contributions 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.




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     10.2 Common Stock Conversion. In the event of a Change of Control 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 Corporation Stock Fund 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 on an equivalent amount of common shares equal to
the balance in the Corporation Stock Fund and, from and after such reorganization,
reclassification, consolidation, merger or sale, the Corporation Stock Fund 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 or after a Change of Control,
the provisions of Article II, Article IV, Article V, Article VI, Article VII, Article VIII, Article
IX and 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




SECURITIES LAWS COMPLIANCE




     11.1 Restrictions Imposed on Transactions Involving the Corporation Stock Fund.
Notwithstanding any contrary provision in this Plan, the Corporation may, in its discretion, but in
a uniform, non-discriminatory manner, delay, suspend or otherwise limit any investment in or
withdrawal from the Corporation Stock Fund for such time and to the extent the Corporation, on
advice of legal counsel, determines is necessary or desirable to avoid violating any applicable
state or federal securities laws, rules or regulations.



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ARTICLE XII




MISCELLANEOUS PROVISIONS




     12.1 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”
within the meaning of Sections 201, 301, and 401 of ERISA, and therefore is exempt from the
provisions of Parts 2, 3, and 4 of Title I of ERISA.



     12.2 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.



     12.3 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.



     12.4 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.



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



     12.6 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.



     12.7 Withholding. The Corporation shall withhold any tax which 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.



     12.8 Validity of Plan. The validity of the Plan shall be determined and the Plan
shall be construed and interpreted in accordance with the provisions of ERISA, the Code, and, to
the extent applicable, 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.



     12.9 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.



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



     12.11 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.



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     12.12 Trust Fund. At its discretion, the Corporation may establish one or more
trusts, with such trustees as the Corporation may approve, for the purpose of providing for the
payment of benefits owed under the Plan. Although such a trust may be irrevocable, in the event of
insolvency or bankruptcy of the Corporation, such assets will be subject to the claims of the
Corporation’s general creditors. To the extent any benefits provided under the Plan are paid from
any such trust, the Employer shall have no further obligation to pay them. If not paid from the
trust, such benefits shall remain the obligation of the Employer.



     12.13 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.



     12.14 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



     12.15 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.



ARTICLE XIII




COMPLIANCE WITH

SECTION 409A CODE




     13.1 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. Moreover, to
the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with
procedures established by the Corporation, a Participant may be permitted to terminate
participation in the Plan or cancel an outstanding deferral election with regard to amounts
deferred after December 31, 2004. Notwithstanding any provision of the Plan to the contrary, no
otherwise permissible election 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:




	 	(a)	 	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);




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	 	(b)	 	the date the Participant becomes Disabled, or
	 
	 	(c)	 	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 the 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).



     WITNESS WHEREOF, KeyCorp has caused the KeyCorp Second Excess 401(k) Savings Plan to be
executed by its duly authorized officer this 21st day of December, to be effective as of January 1,
2005.



	 	 	 	 	 	 	 
	 	 	KEYCORP
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas E. Helfrich 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Vice President	 	 







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