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Exhibit 10
KEYCORP
DIRECTOR DEFERRED COMPENSATION PLAN
(APRIL 15, 1996 RESTATEMENT)
The KeyCorp Corporation Deferred Compensation Plan, originally established
as of January 1, 1984, is hereby amended and restated in its entirety, effective
April 15, 1996.
KeyCorp hereby establishes this Director Deferred Compensation Plan for
directors of KeyCorp and its subsidiaries to provide directors with the
opportunity to defer payment of their directors' fees in accordance with the
provisions of this Plan.
ARTICLE I
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DEFINITIONS
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For the purposes hereof, the following words and phrases shall have the
meanings indicated.
1. "Account" shall mean the bookkeeping account established in accordance
with Article II hereof.
2. "Beneficiary" shall mean any person designated by a Participant in
accordance with the Plan to receive payment of all or a portion of the
remaining balance of the Participant's Account in the event of the
death of the Participant prior to receipt by the Participant of the
entire amount credited to the Participant's Account.
3. "Corporation" shall mean KeyCorp, a bank holding company and its
corporate successors, including the surviving corporation resulting
from any merger of KeyCorp with any other corporation or corporations.
4. "Director" shall mean (i) any member of the Board of Directors of the
Corporation and (ii) any member of the Board of Directors of a
Subsidiary.
5. "Election Agreement" shall mean a written election to defer Fees signed
in writing by the Director and in the form provided by the Secretary of
the Corporation.
6. "Fees" shall mean the fees earned as a Director.
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7. "Participant" shall mean any Director who has at any time elected to
defer the receipt of Fees in accordance with the Plan.
8. "Plan" shall mean this Director Deferred Compensation Plan, together
with all amendments hereto.
9. "Subsidiary" shall mean a corporation organized and existing under the
laws of the United States or of any state or the District of Columbia
of which 80 percent or more of the issued and outstanding stock is
owned by the Corporation or by a Subsidiary of the Corporation, and
which has been designated by the Board of Directors or Chief Executive
Officer of the Corporation as a Subsidiary eligible to participate in
the Plan.
10. "Year" shall mean the calendar year.
ARTICLE II
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ELECTION TO DEFER
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1. ELIGIBILITY. Any Director may elect to defer receipt of all or a
specified portion of his or her Fees for any Year in accordance with Section 2
of this Article.
2. ELECTION TO DEFER. A Director who desires to defer the payment of all
or a portion of his or her Fees for any Year must complete and deliver an
Election Agreement to the Secretary of the Corporation no later than the last
day of the Year prior to the Year for which the Fees would otherwise be paid;
provided, however, that any Director hereafter elected to the Board of Directors
of the Corporation or a Subsidiary who was not a Director on the preceding
December 31 may make an election to defer payment of Fees for the Year in which
he is elected to the Board of Directors by delivering the Election Agreement to
the Secretary of the Corporation within 30 days of such election. A Director
who timely delivers the Election Agreement to the Secretary of the Corporation
shall be a Participant. A Participant's Election Agreement shall continue to be
effective from Year to Year until terminated or modified by written notice to
the Secretary of the Corporation. A revocation or modification must be
delivered prior to the beginning of the Year for which it is to be effective.
3. AMOUNT DEFERRED; DATE OF DEFERRAL. A Participant shall designate on
the Election Agreement (a) the amount of his or her Fees that are to be
deferred, (b) the date to which the Participant's Fees shall be deferred, (c)
whether the distribution of deferred fees is to be paid in a lump sum or in
installments or both a lump sum and installments, and (d) if in installments,
the number of quarterly installments. Deferral shall be until the earlier to
occur of (i) the date specified by the Participant which may be not later than
the date on which the Participant would attain age 72, or (ii) the date of
death of the Participant, at which time payment of the amount deferred shall
be made in accordance with Section 7 or 10 hereof. A Participant may select not
more than one date upon which a lump sum distribution shall be made and not
more than one date upon which
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installments shall begin; these distribution dates shall be the first business
day of a calendar quarter.
4. ACCOUNT. The Corporation shall maintain an Account of the Fees
deferred by each Participant. A Participant shall designate on the Election
Agreement whether to have the Account valued on the basis of KeyCorp Common
Shares in accordance with Section 5 hereof or receive interest in accordance
with Section 6 hereof. The Corporation may, if necessary or desirable,
establish separate Accounts for a Participant to properly account for amounts
deferred under the different alternatives and years; all such Accounts are
collectively referred to herein as the Account. The Account based on KeyCorp
Common Shares shall be known as the "Common Shares Account", and the interest
bearing account shall be known as the "Interest Bearing Account"; a Participant
may defer a portion of his or her Fees into each type of Account.
5. COMMON SHARES ACCOUNT. If a Participant elects to have all or a
portion of his or her Fees deferred into the Common Shares Account, as of the
last business day of any quarter, there shall be added to such Account the
number of Common Shares (whole and fractional, rounded to the nearest one-
hundredth of a share) equal to the dollar amount of such Fees payable for such
calendar quarter plus all dividends payable during such quarter on the Common
Shares held in the Account on the first day of such quarter divided by the
market value of the Common Shares at the close of business on the last business
day of such quarter.
6. INTEREST BEARING ACCOUNT. Effective January 1, 1995, if a Participant
elects to have all or a portion of his or her Fees deferred into the Interest
Bearing Account, there shall be added to the Account as of the last business
day of any calendar quarter the dollar amount of such Fees payable for such
calendar quarter plus all interest payable on such Interest Bearing Account for
such quarter as follows: A Participant's account will receive interest on the
average daily balance in the Interest Bearing Account during each month at a
rate equal to 50 basis points higher than the effective annual yield of the
average of the Moody's Average Corporate Bond Yield Index for the preceding
month, as published by Moody's Investor Service, Inc. (or any successor
publisher thereto), or, if such index is no longer published, a substantially
similar index selected by the Board.
7. PAYMENT OF ACCOUNT; PERIOD OF DEFERRAL. The amount of a Participant's
Account shall be paid to the Participant in cash and in a lump sum and/or in a
number of substantially equal consecutive quarterly installments (not to exceed
40), as elected by the Participant in his or her Election Agreement. The amount
of the Account remaining after payment of an installment shall continue to be
valued in accordance with Section 5 hereof or bear interest in accordance with
Section 6 hereof. The lump sum payment or the first quarterly installment, as
the case may be, shall be made as soon as reasonably possible after (i) the date
specified in section 3 hereof, or (ii) the date of the Participant's death.
Any installment payment shall be made pro rata from the Common Shares
Account and the Interest Bearing Account. The election as to the time for and
method of
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payment of the amount of the Account relating to Fees deferred for a particular
Year shall be made on the Election Agreement(s) and may not thereafter be
altered except as provided in Section 10 hereof.
In the event that a Participant elects to receive installment payments
under this Section 7,
(a) The amount of the distribution from the Common Shares Account shall be
valued based on the fair market value of the Common Shares on the last
business day of the calendar quarter immediately prior to the
distribution date;
(b) The amount of the distribution from the Interest Bearing Account shall
be valued based on the value of such Account on the last business day
of the calendar quarter immediately prior to such distribution date;
(c) The amount of each installment shall be determined by dividing the
value of the Common Shares Account, the Interest Bearing Account, or
both, as the case may be, by the number of installments remaining to
be paid to the Participant.
8. SMALL PAYMENTS. Notwithstanding the foregoing, if the quarterly
installment payments elected by a Participant hereunder would result in a
quarterly payment of less than $500, the Corporation shall have the right in its
sole discretion to pay the entire amount of the Account to the Participant in a
lump sum on the day the installment payments were to begin.
9. DEATH OF PARTICIPANT. In the event of the death of a Participant, the
amount of the Participant's Account shall be paid to the Beneficiary or
Beneficiaries designated in writing signed by the Participant in the form
provided by the Secretary of the Corporation; in the event there is more than
one Beneficiary, such form shall include the proportion to be paid to each
Beneficiary and indicate the disposition of such share if a Beneficiary does not
survive the Participant; in the absence of any such designation, payment from
the Account shall be divided equally among all other Beneficiaries. A
Participant's Beneficiary designation may be changed at any time prior to the
Participant's death by execution and delivery of a new Beneficiary designation
form. The form on file with the Corporation at the time of the Participant's
death which bears the latest date shall govern. In the absence of a Beneficiary
designation or the failure of any Beneficiary to survive the Participant, the
amount of the Participant's Account shall be paid to the Participant's estate in
a lump sum ninety days after the appointment of an executor or administrator.
In the event of the death of any Beneficiary after the death of a Participant,
the remaining amount of the Account payable to such Beneficiary shall be paid in
a lump sum to the estate of such Beneficiary ninety days after the appointment
of an executor or administrator for such estate.
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10. ACCELERATION. Notwithstanding the foregoing, (i) the entire amount
of a Participant's Account will be paid in a lump sum to the Participant or his
or her Beneficiary in the event of the acquisition of substantially all of the
assets of the Corporation or more than fifty percent (50%) of its stock by any
person, firm, corporation or group of related corporations, in a transaction or
transactions not approved by the Board of Directors of the Corporation, (ii) the
Corporation may, in its sole discretion, accelerate the making of payment of the
amount of a Participant's Account to a Participant in the event of an
"unforeseeable emergency" of the Participant; "unforeseeable emergency" is
defined as an unanticipated emergency that is caused by an event beyond the
control of the Participant that would result in severe financial hardship to the
individual if such withdrawal were not permitted; provided, however, that the
amount of the withdrawal under this section is limited to the amount necessary
to meet such emergency, and (iii) the Corporation may, in its sole discretion,
accelerate the making of payment of all or any portion of the amount of a
Participant's Account to a Participant upon the written request of a
Participant, provided that the Corporation determines that such withdrawal would
not be adverse to the best interests of the Corporation and further provided
that the Participant shall forfeit an amount equal to 10% of the amount
requested and that the Participant shall be disqualified from deferring Fees
during the remainder of the calendar year in which the payment is made and the
next succeeding year thereafter. The foregoing provisions of this Section 10
shall not apply to the Common Shares Account of a Director of the Corporation
during his or her term as a Director and for six months thereafter.
11. STATEMENT. Each Participant shall receive a statement of his or her
Account not less than annually.
12. VALUATION OF THE ACCOUNT. Each Account shall be valued as of the last
day of each calendar quarter until payment of a Participant's Fees in full in
accordance with Section 7 hereof.
If a Participant has elected to have his or her Fees deferred into the
Common Shares Account, the Corporation shall ascertain the number of shares in
the Account (whole and fractional, rounded to the nearest one-hundredth of a
share) after taking into account additions to the Account under Section 5 above
and distributions from the Account under Section 7 above, based on the fair
market value of the Common Shares on the last business day of such calendar
quarter. In the event of any change in the number of outstanding Common Shares
of the Corporation by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination, exchange of
shares, or a similar corporate change, the Board of Directors shall determine,
in its sole discretion, the extent to which such change equitably requires an
adjustment in the number of shares held in a Participant's Account and such
adjustment shall be made by the Corporation and shall be conclusive and binding
on all Participants in the Plan.
If a Participant has elected to have his or her Fees deferred into the
Interest Bearing Account, the Corporation shall ascertain the value of such
Interest Bearing
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Account by adding to the value of the Account at the beginning of such calendar
quarter the dollar amount of the Fees deferred into the Account for such
quarter, plus the value of any interest paid on the Account in accordance with
Section 6 above, less any distributions made from the Account in accordance with
Section 7 above.
ARTICLE III
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ADMINISTRATION
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The Corporation shall be responsible for the general administration of the
Plan and for carrying out the provisions hereof. The Corporation shall have all
such powers as may be necessary to carry out its duties under the Plan,
including the power to determine all questions relating to eligibility for and
the amount in an Account, all questions pertaining to claims for benefits and
procedures for claim review, and the power to resolve all other questions
arising under the Plan, including any questions of construction. The
Corporation and may take such further action as the Corporation shall deem
advisable in the administration of the Plan. The actions taken and the
decisions made by the Corporation hereunder shall be final and binding upon all
interested parties. In accordance with the provisions of Section 503 of the
Employee Retirement Income Security Act of 1974, the Corporation shall provide a
procedure for handling claims of Participants or their Beneficiaries under this
Plan. Such procedure shall be in accordance with regulations issued by the
Secretary of Labor and shall provide adequate written notice within a
reasonable period of time with respect to the denial of any such claims as well
as a reasonable opportunity for a full and fair review by the Corporation of any
such denial. Notwithstanding anything to the contrary contained herein, the
Corporation shall be the "administrator" for the purpose of the Employee
Retirement Income Security Act of 1974.
ARTICLE IV
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AMENDMENT AND TERMINATION
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The Corporation reserves the right to amend or terminate the Plan at any
time by action of its Board of Directors or a duly authorized Committee thereof;
provided, however, that no such action shall adversely affect any Participant or
Beneficiary with respect to the amount credited to a Deferred Compensation
Account.
ARTICLE V
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PRIOR PLANS
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The Plan incorporates the merger of the KeyCorp Deferred Compensation Plan
for Directors (the "Old KeyPlan"), the Deferred Compensation Plan for Board of
Directors of Trustcorp, Inc. (Revised November, l986) (the "Trustcorp Plan"),the
Centran Corporation Deferred Director Compensation Plan (the "Centran Plan"),
and the Society Bank, Michigan Directors' Deferred Compensation Plan ("Michigan
Plan") in their entirety and all accounts existing under such Trustcorp Plan and
Centran Plan on September 30, 1990, under such Michigan Plan on June 30, 1993,
and under such Old
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KeyCorp Plan on June 30, 1994, shall become Accounts (or, if a Participant has
accounts under the Plan and any of such Plans, shall be merged into the Account
under the Plan) fully subject to all terms and conditions hereof. All accounts
under the Trustcorp Plan and the Centran Plan will be valued as of September 30,
1990, all accounts under the Michigan Plan will be valued as of June 30, 1993,
and all accounts under such Old Key Plan will be valued as of June 30, 1994 and
this will constitute the initial balance of the Account under this Plan.
Participants in the Trustcorp Plan, the Centran Plan, the Michigan Plan, or Old
Key Plan will be given the opportunity to indicate the type of election and the
type of account(s) into which their Trustcorp Plan, Centran Plan, Michigan Plan,
or Old Key Plan account will be converted. In the absence of any such
designation, such Participants in the Trustcorp Plan, the Centran Plan, the
Michigan Plan or the Old Key Plan shall be deemed to have elected the Interest
Bearing Account and the payout method and payment year indicated on their
Trustcorp Plan, Centran Plan, Michigan Plan and Old Key Plan elections, unless
they have an Account under this Plan, in which case the Trustcorp Plan, the
Centran Plan, the Michigan Plan or Old Key Plan account will merge into such
Account and be subject to the distribution elections made with regard to such
Account.
ARTICLE VI
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MISCELLANEOUS
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1. NONALIENATION OF DEFERRED COMPENSATION ACCOUNT. No Participant or
Beneficiary shall encumber or dispose of the right to receive any payment of the
amount of an Account hereunder without the written consent of the Corporation.
If a Participant or Beneficiary without the written consent of the Corporation
attempts to assign, transfer, alienate, or encumber the right to receive the
amount of a Deferred Compensation Account hereunder or permits the same to be
subject to alienation, garnishment, attachment, execution, or levy of any kind,
then the Corporation, in its discretion, may hold or pay such amount or any part
thereof to or for the benefit of such Participant or Beneficiary, the
Participant's or Beneficiary's spouse, children, blood relatives, or other
dependents, or any of them, in such manner and in such proportions as the
Corporation may consider proper. Any such application of the amount of an
Account may be made without the intervention of a guardian. The receipt by the
payee(s) of such payment(s) shall constitute a complete acquittance to the
Corporation with respect thereto, and neither the Corporation, nor any
Subsidiary, nor any officer, member, employee, or agent thereof, shall have
any responsibility for the proper application thereof.
2. PLAN NONCONTRACTUAL. Nothing herein contained shall be construed as a
commitment to or agreement with any Director of the Corporation or a Subsidiary
to continue such person's directorship with the Corporation or Subsidiary, and
nothing herein contained shall be construed as a commitment or agreement on the
part of the Corporation or any Subsidiary to continue the directorship or the
rate of director compensation of any such person for any period. All Directors
shall remain subject to removal to the same extent as if the Plan had never been
put into effect.
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3. INTEREST OF DIRECTOR. The obligation of the Corporation under the
Plan to make payment of amounts reflected on an Account merely constitutes the
unsecured promise of only the Corporation to make payments from its general
assets as provided herein, and no Participant or Beneficiary shall have any
interest in, or a lien or prior claim upon, any property of the Corporation.
Further, no Participant or Beneficiary shall have any claim whatsoever against
any Subsidiary for amounts reflected on an Account.
4. CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event
be construed as giving any person, firm, or corporation any legal or equitable
rights against the Corporation or any Subsidiary, or the officers, employees, or
directors of the Corporation or any Subsidiary, except any such rights as are
specifically provided for in the Plan or are hereafter created in accordance
with the terms and provisions of the Plan.
5. DELEGATION OF AUTHORITY. Any action to be taken by the Corporation's
Board of Directors under this Plan may be taken by such Board's Executive
Committee or any other duly authorized Committee of the Board of Directors.
6. SEVERABILITY. The invalidity and unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted herefrom.
7. GOVERNING LAW. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.
EXECUTED at Cleveland, Ohio as of the 15th day of April, 1996.
KEYCORP
By: /s/ Roger Noall
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Roger Noall, Senior Executive Vice President,
Chief Administrative Officer, General Counsel,
and Secretary