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Exhibit 10
KEYCORP
DIRECTOR DEFERRED COMPENSATION PLAN
(MAY 18, 2000 RESTATEMENT)
The KeyCorp Director Deferred Compensation Plan, originally established
as of January 1, 1984, is hereby amended and restated in its entirety, effective
May 18, 2000.
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
DEFINITIONS
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. "Change of Control" shall be deemed to have occurred if under
any rabbi trust arrangement maintained by the Corporation, the
Corporation is required under the terms of such arrangement to
fund such rabbi trust to secure the payment of any
Participant's Plan benefits payable hereunder because a
"Change of Control" as defined in such rabbi trust has
occurred.
4. "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.
5. "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.
6. "Election Agreement" shall mean a written election to defer
Fees signed in writing by the Director and in the form
provided by the Corporation.
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7. "Fees" shall mean the fees earned as a Director.
8. "Participant" shall mean any Director who has at any time
elected to defer the receipt of Fees in accordance with the
Plan.
9. "Plan" shall mean this Director Deferred Compensation Plan,
together with all amendments hereto.
10. "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 more than 50% percent 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.
11. "Year" shall mean the calendar year.
ARTICLE II
ELECTION TO DEFER
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 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 or she is elected to
the Board of Directors by delivering the Election Agreement to the Corporation
within 30 days of such election. A Director who timely delivers the Election
Agreement to 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 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 its entirety or
whether all or a portion of such fees shall be paid in installments, (d) if in
installments, the number of quarterly installments, and (e) if in installments,
whether installments or payment in full shall be made upon his or her death.
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
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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 of this Article. A Participant may select not more than one date
upon which full distribution shall be made or when installments shall begin;
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 of this Article or receive interest in
accordance with Section 6 of this Article. 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 each 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 a single payment
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. Distributions from the Interest Bearing Account shall be in cash.
Distributions from the Common Shares Account made or commenced prior to January
1, 1999 shall be in cash and thereafter distributions from the Common Shares
Account shall be in Common Shares; provided however, that in the event that the
Corporation shall enter into a transaction intended to qualify as a pooling of
interests for accounting purposes prior to
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January 1, 1999, all distributions from the Common Shares Account at any time
shall be in cash. The amount of the Account remaining after payment of an
installment shall continue to be valued in accordance with Section 5 of this
Article or bear interest in accordance with Section 6 of this Article. Full
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 of this
Article, 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 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 l0 or Section 13 of this
Article.
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 in cash or Common Shares, as the case may
be, the Corporation shall have the right in its sole discretion to pay the
entire amount of the Account to the Participant 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 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
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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 its entirety 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 its entirety to the estate
of such Beneficiary ninety days after the appointment of an executor or
administrator for such estate.
10. ACCELERATION.
(a) Notwithstanding any other provision of the Plan to
the contrary, upon the occurrence of a Change of
Control, a Participant shall be entitled to receive
from the Corporation the payment of his or her
Account in the manner selected as follows: Not later
than the later of December 31, 1998, or 30 days after
the date a person first becomes a Participant, a
Participant shall be entitled to make an election
which will be applicable in the event of a Change of
Control (the "Change of Control Election"). The
Change of Control Election will provide the following
payment alternatives to a Participant in the event of
a Change of Control:
(i) upon the occurrence of a Change of Control,
the entire amount of the Participant's
Account will be immediately paid in full,
regardless of whether the Participant
continues as a Director after the Change of
Control;
(ii) upon and after the occurrence of a Change of
Control, the entire amount of the
Participant's Account will be immediately
paid in full, but only if either the
Participant is not a Director as of
immediately after the Change of Control or
the Participant ceases to be a Director
within two years after the Change of
Control; or
(iii) upon the occurrence of a Change of Control,
the payment elections specified in the
Election Agreement shall govern irrespective
of the Change of Control.
A Change of Control Election once made may thereafter
be amended by a subsequent Change of Control
Election, but such subsequent Change of Control
Election shall only become effective if no Change of
Control occurs within one year after making such
subsequent Change of Control Election.
(b) 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
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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 subsection is limited to the amount
necessary to meet such emergency.
(c) 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.
11. CHANGE OF CONTROL. Notwithstanding any other provision of the Plan
to the contrary, in the event of a Change of Control, 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 Interest Bearing Account's rate of earnings
on or method of crediting such earnings to a Participant's Pre-Change of Control
Account Balance, (3) to reduce or modify the Common Shares Account's 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 deferrals
to be credited to a Participant's Plan Account for the applicable deferral
period. For purposes of this Section 11, the term "Pre-Change of Control Account
Balance" shall mean, with regard to any Plan Participant, the aggregate amount
of such Participant's prior deferrals 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.
12. INTEREST BEARING ACCOUNT AFTER CHANGE OF CONTROL. In accordance
with the provisions of Section 6 hereof, in the event that Moody's Average
Corporate Bond Yield Index ceases to be published on or after a Change of
Control, the Corporation shall reasonably select a substantially similar index
to be used in crediting earnings on Participants' Pre-Change of Control Account
Balances held in the Plan's Interest Bearing Account.
13. 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 as a result of
the 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 Shares Account to
reflect the securities, cash and other property to be received in such
reorganization, reclassification, consolidation, merger or sale on the balance
in the Common Shares Account and, from and after
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such reorganization, reclassification, consolidation, merger or sale, the Common
Shares Account shall reflect all dividends, interest, earnings and losses
attributable to such securities, cash, and other property (with any cash earning
interest at the rate applicable to the Interest Bearing Account).
14. AMENDMENT IN THE EVENT OF A CHANGE OF CONTROL. On or after a Change
of Control, the provisions of Article I and Article II may not be amended or
modified as such provisions apply to Participants' Pre-Change of Control Account
Balances.
15. STATEMENT. Each Participant shall receive a statement of his or her
Account not less than annually.
16. 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.
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 this Article and
distributions from the Account under this Article, based on the fair market
value of the Common Shares on the last business day of such calendar quarter.
Automatically and without further action by the Corporation, in the event of any
stock dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination, exchange of shares, or a similar corporate change,
appropriate adjustments in the number and kind of shares held in a Participant's
Account shall be made by the Corporation to reflect such change.
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 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 this Article, less any distributions made from the Account in
accordance with this Article.
ARTICLE III
ADMINISTRATION
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
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.
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ARTICLE IV
AMENDMENT AND TERMINATION
The Corporation reserves the right to amend or terminate the Plan at
any time by action of its Board of Directors, the Compensation and Organization
Committee or any other duly authorized Committee of the Board of Directors;
provided, however, that no such action shall adversely affect any Participant or
Beneficiary with respect to the amount credited to a Deferred Compensation
Account and further provided that any such action shall be subject to the
limitations set forth in Article II, Sections 11 and 14, hereof.
ARTICLE V
PRIOR PLANS
The Plan incorporates the merger of the KeyCorp Deferred Compensation
Plan for Directors (the "Old KeyCorp Plan"), 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, l990, under such Michigan Plan
on June 30, 1993, and under such Old 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, l990, all accounts under the
Michigan Plan will be valued as of June 30, 1993, and all accounts under such
Old KeyCorp 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 KeyCorp 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 KeyCorp 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 KeyCorp 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 KeyCorp Plan elections, unless they have an
Account under this Plan, in which case the Trustcorp Plan, the Centran Plan, the
Michigan Plan or Old KeyCorp Plan account will merge into such Account and be
subject to the distribution elections made with regard to such Account.
ARTICLE VI
MISCELLANEOUS
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
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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.
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. Further, no Participant or Beneficiary shall have any
claim whatsoever against any Subsidiary for amounts reflected on an Account. 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 Corporation shall have no further obligation to pay them. If not paid from
the trust, such benefits shall remain the obligation of the Corporation.
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 Compensation and
Organization Committee, 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.
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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 18th day of May 2000.
KEYCORP
By: ____________________________________________
Thomas E. Helfrich, Executive Vice President
