EXHIBIT 10.51
SECOND AMENDMENT
TO THE KEYCORP
SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement Plan
(the "Plan"), and
WHEREAS, the Board of Directors of KeyCorp has authorized its Compensation
Committee to permit amendments to the Plan, and
WHEREAS, the Compensation Committee of the Board of Directors of KeyCorp
on September 16, 2004 determined it desirable to amend the Plan and accordingly
authorized the execution of this Second Amendment,
NOW, THEREFORE, pursuant to such action of the Compensation Committee, the
Plan is hereby amended as follows:
1. ARTICLE II, Section 2.1(c) shall be amended to include the term
"Equity/Compensation Award" as a new definition to the Plan, with all remaining
Sections under Article II thereafter sequentially renumbered:
"2.1(c) "EQUITY/COMPENSATION AWARD" shall mean one-half (50%) of the
value of an award granted under the KeyCorp 2004 Equity Compensation
Plan for any Plan year. The term "Equity/Compensation Award" may
include "Stock Appreciation Rights", "Restricted Stock", "Restricted
Stock Units", "Performance Shares", and/or "Performance Units", but
shall specifically not include "Options" as those terms have been
defined in accordance with the provisions of the KeyCorp 2004 Equity
Compensation Plan."
2. Article II, Section 2.1(l) shall be amended to delete it in its
entirety and to substitute therefore the following:
"2.1(l) "INCENTIVE COMPENSATION AWARD" for any Plan year shall
collectively mean the short term incentive compensation award
(whether in cash or common shares of the Corporation, and whether
paid or deferred, or a combination of both) and the long term
incentive compensation award (whether in cash or common shares of
the Corporation, and whether paid or deferred, or a combination of
both) (if any) granted to a Grandfathered Employee under an
Incentive Compensation Plan, as follows:
- An incentive compensation award granted under the KeyCorp
Annual Incentive Plan, the KeyCorp Short Term Incentive
Compensation Plan, the KeyCorp Management Incentive
Compensation Plan, and/or such other Employer-sponsored line
of business Incentive Compensation Plan which shall constitute
an Incentive Compensation Award for the year in which the
award is earned (without regard to the actual time of
payment).
- An incentive compensation award granted under the KeyCorp Long
Term Incentive Compensation Plan ("LTIC Plan") with respect to
any multi-year performance period which shall be deemed to be
for the last year of the multi-year period without regard to
the actual time of payment of the award. Accordingly, an
incentive compensation award granted under the LTIC Plan with
respect to the three-year performance period of 1993, 1994,
and 1995 will be deemed to be for 1995 (without regard to the
actual time of payment), and the entire incentive compensation
award under the LTIC Plan for that performance period will be
an Incentive Compensation Award for the year 1995.
- An incentive compensation award granted under the KeyCorp Long
Term Incentive Plan ("Long Term Plan") with respect to any
multi-year period which shall be deemed to be for the last
year of the multi-year performance period and for the year
immediately following such year (without regard to the actual
time of payment). Accordingly, an award granted under the Long
Term Plan with respect to the four-year performance period of
1998, 1999, 2000, and 2001 shall be deemed to be for the years
2001 and 2002, with one-half the award allocated to the year
2001, and one-half the award allocated to the year 2002.
- An incentive compensation award granted in the form of
restricted stock under the KeyCorp Amended and Restated 1991
Equity Compensation Plan with respect to any multi-year period
(but specifically excluding those awards applicable to the
2002-2003 multi-year period), which shall be deemed to be for
the year in which the award (grant) is made to the
Grandfathered Employee; provided, however, that only those
shares of restricted stock that have vested as of the
Grandfathered Employee's termination date shall be utilized
for purposes of determining the Grandfathered Employee's
Incentive Compensation Award. The fair market value of such
shares as of the date of the restricted stock grant multiplied
by the number of vested shares as of the Grandfathered
Employee's termination date shall be included in determining
the value of such award for purposes of calculating the
Grandfathered Employee's Supplemental Retirement Benefit under
the provisions of Article III of the Plan.
Notwithstanding the foregoing, however, in calculating the
Grandfathered Employee's Supplemental Retirement Benefit under
the provisions of Article III of the Plan, if it is determined
that an incentive compensation award granted under the KeyCorp
Amended and Restated 1991 Equity Compensation Plan would
produce a larger Plan benefit for the Grandfathered Employee
if the award was included in the year in which the award (or
any part of the award) was initially vested rather than in the
year in which the award was granted, then such incentive
compensation award shall be included for the year in which the
award (or any part of the award) initially vested rather than
for the year in which the award was granted.
If at the time of the Grandfathered Employee's termination
date, the Grandfathered Employee maintains shares of not
forfeited restricted stock and such restricted stock later
vests in conjunction with the passage of time or with the
Corporation's attainment of certain performance criteria, or
otherwise, then as of such subsequent vesting date the
Grandfathered Employee's Monthly Supplemental Retirement
Benefit shall be recalculated to include such newly vested
shares. Such newly vested shares shall relate to the award in
which such shares were granted under the KeyCorp Amended and
Restated 1991 Equity Compensation Plan and shall be included
as a part of that award (based on either the date of grant or
the date of initially vesting, whichever date was actually
used by the Plan in calculating the Grandfathered Employee's
initial Monthly Supplemental Retirement Benefit).
- An incentive compensation award granted in the form of either
restricted stock and/or phantom shares (hereinafter
collectively referred to as "shares") under the KeyCorp Chief
Executive Officer Plan with respect to any multi-year period
(but specifically excluding those awards applicable to the
2002-2003 multi-year period), shall be deemed to be for the
year in which the award (grant) is made to the Grandfathered
Employee; provided, however, that only those shares that have
vested as of the Grandfathered Employee's termination date
shall be utilized in calculating the Grandfathered Employee's
Incentive Compensation Award. The fair market value of such
shares as of the date of the share grant multiplied by the
number of vested shares as of the Grandfathered Employee's
termination date shall be used in determining value of such
award for purposes of calculating the Grandfathered Employee's
Supplemental Retirement Benefit under the provisions of
Article III of the Plan.
- Notwithstanding the foregoing, however, in calculating the
Grandfathered Employee's Supplemental Retirement Benefit under
the provisions of Article III of the Plan, if it is determined
that an incentive compensation award granted under the KeyCorp
Chief Executive Officer Plan would produce a larger Plan
benefit for the Grandfathered Employee if the award was
included in the year in which the award (or any part of the
award) initially vested rather than in the year in which the
award was granted, then such incentive compensation award
shall be included in year in which the award (or any part of
the award) initially vested rather than for the year for which
the award was granted.
If at the time of the Grandfathered Employee's termination
date, the Grandfathered Employee maintains not forfeited
shares, and such shares later vest in conjunction with
the passage of time or with the Corporation's attainment of
certain performance criteria, or otherwise, then as of such
subsequent vesting date, the Grandfathered Employee's Monthly
Supplemental Retirement Benefit shall be recalculated to
include such newly vested shares. Such newly vested shares
shall relate to the award in which such shares were granted
under the under the KeyCorp Chief Executive Officer Plan, and
shall be included as part of that award (based on either the
date granted or the date initially vested, whichever date was
actually used by the Plan in calculating the Grandfathered
Employee's initial Monthly Supplemental Retirement Benefit).
- For those Grandfathered Employees who, for Plan purposes,
received Incentive Compensation Award(s) granted in the form
of time-lapsed restricted stock award(s) and/or performance
shares under the KeyCorp Amended and Restated 1991 Equity
Compensation Plan or the KeyCorp Chief Executive Officer Plan
with respect to any multi-year period, the term Incentive
Compensation Award shall also include those
Equity/Compensation Award(s) granted to the Grandfathered
Employee under the 2004 Equity Compensation Plan. An
Equity/Compensation Award shall be deemed to be for the year
in which the Equity/Compensation Award vests. If the
Equity/Compensation Award is in the form of Restricted Stock,
Restricted Stock Units, Performance Units or Performance
Shares, the fair market value of such shares as of the date of
the Equity/Compensation Award grant multiplied by the number
of vested shares as of the Grandfathered Employee's
termination date shall determine the value of such Incentive
Compensation Award for purposes of calculating the
Grandfathered Employee's Supplemental Retirement Benefit under
the provisions of Article III of the Plan.
Notwithstanding the foregoing provisions of this Section 2.1(l) hereof, in
calculating a Grandfathered Employee's Incentive Compensation Award for any 12
month period, there shall be included only one award granted under the KeyCorp
Amended and Restated 1991 Equity Compensation Plan, the KeyCorp Chief Executive
Officer Plan, or Equity/Compensation Award under the KeyCorp 2004 Equity
Compensation Plan for purposes of determining such Incentive Compensation Award
for such 12 month period.
3. Article II, Section 2.1(m) shall be amended to delete it in its
entirety and to substitute therefore the following:
"2.1(m) "INCENTIVE COMPENSATION PLAN" shall mean the KeyCorp
Management Incentive Compensation Plan, the KeyCorp Annual Incentive
Plan, the KeyCorp Short Term Incentive Compensation Plan, the
KeyCorp Long Term Incentive Compensation Plan, the KeyCorp Long Term
Incentive Plan, the KeyCorp Amended and Restated 1991 Equity
Compensation Plan, the KeyCorp Chief Executive Officer Plan, the
KeyCorp 2004 Equity Compensation Plan, and/or such other Employer or
KeyCorp-sponsored incentive compensation plan that KeyCorp in its
sole discretion determines constitutes an "Incentive Compensation
Plan" for purposes of this Section 2.1(m), as may be amended from
time to time."
4. Article III, Section 3.4 shall be amended to delete it in its
entirety and to substitute therefore the following:
"3.4 RECALCULATION AS A RESULT OF HARMFUL ACTIVITY. Notwithstanding
the foregoing provisions of Section 3.2 and Section 3.3 hereof, the
Corporation reserves the right at all times to recalculate a
Grandfathered Employee's Supplemental Retirement Benefit, if it is
determined that within six months of the Grandfathered Employee's
termination date the Grandfathered Employee engaged in any Harmful
Activity, as that term is defined in accordance with Section 2.1(k)
of the Plan, which resulted in the forfeiture of all or any portion
of the Grandfathered Employee's restricted share award(s) under the
KeyCorp Amended and Restated 1991 Equity Compensation Plan or the
KeyCorp Chief Executive Officer Plan, or Equity/Compensation Awards
granted under the KeyCorp 2004 Equity Compensation Plan. Such
recalculation shall relate back to the Grandfathered Employee's
original date of termination, and any Supplemental Retirement
Benefit payment paid to the Grandfathered Employee in excess of such
recalculated Supplemental Retirement Benefit amount shall be offset
against any future Supplemental Retirement Benefit payments to be
paid to the Grandfathered Employee."
5. The amendment set forth in Paragraphs 1 through 4 shall be effective
as of September 16, 2004.
6. Except as otherwise amended herein, the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, KeyCorp has caused this Second Amendment to the Plan
to be executed by its duly authorized officer to be effective as of the
sixteenth day of September 2004.
KEYCORP
By: /s/ Thomas E. Helfrich
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Title: Executive Vice President