8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2005

(Exact name of registrant as specified in charter)

Ohio	0-850	34-6542451
(State or other jurisdiction of	Commission File Number	(I.R.S. Employer Identification No.)
incorporation)

127 Public Square, Cleveland, Ohio	44114-1306
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (216) 689-6300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1 KeyCorp Second Deferred Compensation Plan effective as of January 1, 2005.

EX-10.2 KeyCorp Automatic Deferral Plan effective as of January 1, 2005.

EX-10.3 KeyCorp Commissioned Deferred Compensation Plan effective as of January 1, 2005.

EX-10.4 KeyCorp Deferred Bonus Plan effective as of January 1, 2005.

EX-10.5 McDonald Financial Group Deferral Plan effective as of January 1, 2005

EX-10.6 KeyCorp Second Director Deferred Compensation Plan effective as of January 1, 2005.

EX-10.7 KeyCorp Second Excess 401(k) Savings Plan effective as of January 1, 2005.

EX-10.8 KeyCorp Second Excess Cash Balance Pension Plan effective as of January 1, 2005.

Section 1 — Registrant’s Business and Operations

Item 1.01   Entry into a Material Definitive Agreement

          On December 21, 2005, the KeyCorp Second Deferred Compensation Plan, the KeyCorp Automatic Deferral Plan, the KeyCorp Commissioned Deferred Compensation Plan, the KeyCorp Deferred Bonus Plan, the McDonald Financial Group Deferral Plan, the KeyCorp Second Director Deferred Compensation Plan, the KeyCorp Second Excess 401(k) Savings Plan and the KeyCorp Second Excess Cash Balance Pension Plan were each amended and restated (retroactively) effective as of January 1, 2005, to clarify certain plan provisions and to make changes necessary to bring such plans into conformity with the requirements of the American Jobs Creation Act of 2004 and the recently proposed regulations thereunder.

          Specifically, the “harmful activity” provision of each of the plans (other than the Second Director Deferred Compensation Plan) has been revised to provide for the forfeiture of plan benefits in the event of a breach of such provisions. In addition, the KeyCorp Second Excess 401(k) Savings Plan and the KeyCorp Second Excess Cash Balance Pension Plan are amended, effective January 1, 2006, to include a revised definition of plan “compensation”. The KeyCorp Signing Bonus Plan was amended and restated as the KeyCorp Deferred Bonus Plan.

          The amended and restated plans are included as exhibits hereto.

Item 1.02   Termination of a Material Definitive Agreement

          On December 22, 2005, KeyCorp notified its officers that are parties to KeyCorp change of control agreements that the agreements would be terminated as of December 31, 2006, and that new agreements will be reissued to those officers that qualify under new eligibility standards. The Compensation Committee of the Board of Directors made this determination after engaging an independent compensation consultant and reviewing relevant data. The new agreements will be two tiered. Recipients of the first tier of agreements are expected to be direct reports (including Messrs. Bunn, Stevens, and Weeden) to Henry Meyer, KeyCorp’s Chief Executive Officer and selected other KeyCorp officers. Mr. Meyer has a separate employment agreement and on December 31, 2006 the change of control provisions contained in his agreement will be modified in the same manner as the provisions of the tier one change of control agreements. Recipients of the second tier agreements will include other executives determined according to new eligibility standards.

          The tier one agreements are expected to change in only one respect — the definition of earnings in the new agreements will include long term incentive compensation awards at 50%.

          The tier two agreements are expected to have a similar definition of earnings, including long term incentive compensation awards at 50%. The new tier two agreements are also expected to reduce severance pay from the current three times earnings to two times earnings and to reduce the service credit relevant to benefit plans from the current three years to two years.

          The existing change of control agreements and Mr. Meyer’s employment agreement will continue to be in effect until December 31, 2006, and if a transaction that constitutes a change of control under the agreements is pending on December 31, 2006, the existing agreements will remain in place thereafter.

          Several agreements have sunset provisions and are therefore not renewable on a year-to-year basis. These agreements will not be terminated or modified.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)      Exhibits

10.1	The KeyCorp Second Deferred Compensation Plan effective as of January 1, 2005.
10.2	The KeyCorp Automatic Deferral Plan effective as of January 1, 2005.
10.3	The KeyCorp Commissioned Deferred Compensation Plan effective as of January 1, 2005.
10.4	The KeyCorp Deferred Bonus Plan effective as of January 1, 2005.
10.5	The McDonald Financial Group Deferral Plan effective as of January 1, 2005.
10.6	The KeyCorp Second Director Deferred Compensation Plan effective as of January 1, 2005.
10.7	The KeyCorp Second Excess 401(k) Savings Plan effective as of January 1, 2005.
10.8	The KeyCorp Second Excess Cash Balance Pension Plan effective as of January 1, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KEYCORP
	(Registrant)
Date: December 22, 2005
		/s/ Daniel R. Stolzer
	By:	Daniel R. Stolzer
		Vice President
		and Deputy General Counsel

EX-10.1

Exhibit 10.1

KEYCORP
SECOND DEFERRED COMPENSATION PLAN

ARTICLE I

          The KeyCorp Second Deferred Compensation 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 designed to provide a certain select group of employees of KeyCorp with the opportunity to defer a portion of their base salary and incentive compensation to the Plan, while allowing KeyCorp to retain the employee’s continued employment. It is the intention of KeyCorp and it is the understanding of the employees covered under the Plan, that the Plan constitutes a nonqualified deferred compensation plan for a select group of KeyCorp 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 employees covered under the Plan that the Plan will be administered in accordance with the requirements of Section 409A of the Code.

ARTICLE II

DEFINITIONS

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

(a)	“Beneficiary” shall mean the person, persons or entity entitled under Article VII to receive any Plan benefits payable after a Participant’s death.
(b)	"Board” shall mean the Board of Directors of KeyCorp, the Board’s Compensation Committee, or any other committee designated by the Board or subcommittee designated by the Board’s Compensation Committee.
(c)	“Change of Control” shall be deemed to have occurred if under a rabbi trust arrangement established by KeyCorp (“Trust”), as such Trust may from time to time be amended or substituted, the Corporation is required to fund the Trust because a “Change of Control”, as defined in the Trust, has occurred.
(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 shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.
(e)	“Common Stock Account” shall mean the investment account established under the Plan for bookkeeping purposes in which a Participant may elect to have his or her Participant Deferrals credited. Participant Deferrals to the Common Stock Account 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 Common Stock Account. The Common Stock Account shall also reflect on a bookkeeping basis all dividends, gains, and losses attributable to such Common Shares. All Corporate

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	Contributions and all Participant Deferrals credited to the Common Stock Account shall be based on the New York Stock Exchange’s closing price for such Common Shares as of the day such Participant Deferrals are credited to the Participants’ Plan Accounts.
(f)	“Compensation” of a Participant for any Plan Year or any partial Plan Year shall mean the entire amount of base salary paid to such Participant during such period by reason of his or her employment with an Employer, including any base salary which would have been paid except for (1) the Participant’s written deferral of such Compensation to this Plan during the Plan Year, (2) the Participant’s deferral of such Compensation to the KeyCorp 401(k) Savings Plan and the KeyCorp Excess 401(k) Savings Plan, and/or (3) the Participant’s participation in the KeyCorp Flexible Benefits Plan and/or transportation reimbursement plan.
(g)	“Corporate Contributions” shall mean the amount that an Employer has agreed to contribute on a bookkeeping basis to the Participant’s Plan Account in accordance with the provisions of Article V of the Plan.
(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 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.
(j)	“Determination Date” shall mean the last day of each calendar month.
(k)	“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.
(l)	“Early Retirement” shall mean the Participant’s retirement from employment with an Employer on or after the Participant’s attainment of age 55 and completion of a minimum of five years of Vesting Service, but prior to the Participant’s Normal Retirement Date.
(m)	“Employee” shall mean a common law employee who is employed by an Employer.
(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 an Employer.
(o)	“Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Section 152(a) of the Code), the loss of the Participant’s property due to casualty, or such other similar

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	extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of an “unforeseeable emergency” and the ability of the Corporation to accelerate the Participant’s distribution of Participant Deferrals shall be determined in accordance with the requirements of Section 409A of the Code and applicable regulations issued thereunder.
(p)	“Incentive Compensation” shall mean the incentive compensation awarded to a Participant under an Incentive Compensation Plan.
(q)	“Incentive Compensation Deferrals” shall mean a percentage or whole dollar amount of any Incentive Compensation payable to a Participant during the applicable Plan Year, which the Participant has elected in accordance with his or her Participation Agreement to defer under this Plan.
(r)	“Incentive Compensation Plan” shall mean a line of business or management incentive compensation plan that is sponsored by KeyCorp or an affiliate of KeyCorp that the Corporation has determined constitutes an Incentive Compensation Plan for purposes of the Plan.
(s)	“Interest Bearing Account” shall mean the investment account established under the Plan for bookkeeping purposes in which a Participant may elect to have his or her Participant Deferrals credited. Participant Deferrals invested for bookkeeping purposes in the Interest Bearing Account shall be credited with earnings as of each Determination Date based on the effective annual yield of the average of Moody’s Average Corporate Bond Yield Index for the previous calendar month increased by 50 basis points. In the event that Moody’s Investor Services Inc. ceases to publish such Index (or any successor publisher thereto) the Board shall select a substantially similar index to be used in crediting earnings under the Interest Bearing Account.
(t)	“Investment Accounts” shall collectively 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. Investment Accounts shall include the Plan’s (1) Interest Bearing Account, (2) Common Stock Account, and (3) Investment Funds.
(u)	“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 the KeyCorp 401(k) Savings Plan (“Savings Plan”) as may be amended from time to time, provided, however, that the Savings Plan’s Corporation Stock Fund, for Plan purposes, shall be excluded from the definition of Investment Funds. Participant Deferrals invested for bookkeeping purposes in the Investment Funds shall be credited on a bookkeeping basis with those earnings, gains, and losses experienced by the investment funds.
(v)	“Normal Retirement” shall mean the Participant’s retirement under the KeyCorp Cash Balance Pension Plan on or after the Participant’s Normal Retirement Date.
(w)	“Participant” shall mean an Employee who meets the eligibility requirements set forth in Section 3.1(a) and who becomes a Plan Participant pursuant to Section 3.1(b) or Section 3.1(c) of the Plan.

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(x)	“Participation Agreement” shall mean the written agreement submitted by the Participant to the Corporation, which contains, in pertinent part, the Participant’s deferral commitment for the applicable Deferral Period, the Participant’s investment instructions, and the distribution option for such Participant Deferrals. Participants’ Participation Agreements for Salary Deferrals shall be provided to the Corporation by no later than the close of the year prior to the year in which the deferred salary is earned by the Participant. Participants’ Participation Agreements for Incentive Compensation Deferrals shall be provided to the Corporation by no later than the close of the year prior to the year in which such Incentive Compensation is earned by the Participant or as otherwise permitted under Section 409A of the Code and applicable regulations.
(y)	“Participant Deferrals” shall mean those Incentive Compensation Deferrals and Salary Deferrals the Participant has elected to defer under this Plan for each applicable Deferral Period.
(z)	“Plan” shall mean the KeyCorp Second Deferred Compensation Plan with all amendments hereafter made.
(aa)	“Plan Account” shall mean those bookkeeping accounts established by the Corporation for each Plan Participant, which shall reflect Corporate Contributions and Participant Deferrals invested for bookkeeping purposes in the Plan’s Investment Accounts with all earnings, dividends, gains, and losses thereon. Plan Accounts shall not constitute separate Plan funds or separate Plan assets. Neither the maintenance of, nor the crediting of amounts to such Plan Accounts shall be treated (i) as the allocation of any Corporation assets to, or a segregation of any Corporation assets in any such Plan Accounts, or (ii) as otherwise creating a right in any person or Participant to receive specific assets of the Corporation. Benefits under the Plan shall be paid from the general assets of the Corporation.
(bb)	“Plan Year” shall mean the calendar year.
(cc)	“Retirement” shall mean the termination of a Participant’s employment under circumstances in which the Participant begins to receive an Early Retirement or Normal Retirement Date benefit under the KeyCorp Cash Balance Pension Plan.
(dd)	“Salary Deferrals” shall mean the percentage or whole dollar amount of a Participant’s annual Compensation, which the Participant has elected pursuant to his or her Participation Agreement to defer to the Plan.
(ee)	“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 death or Disability.
(ff)	“Termination Under Limited Circumstances” shall mean a Participant’s termination of employment from the Employer (i) within two years after a Change of Control 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, (ii) Normal Retirement, (iii) Early

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Retirement with the approval of the Compensation Committee in its sole discretion, or (iv) due to Disability or death.

     2.2 Additional Reference. All other words and phrases used herein shall have the meaning given them in the KeyCorp Cash Balance Pension Plan, unless a different meaning is clearly required by the context.

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

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1	Eligibility and Participation.
(a)	Eligibility. An Employee shall be eligible to participate in the Plan if (1) the Employee is a Participant in an Incentive Compensation Plan, (2) the Employee is employed in a benefits designator 86 or above, and (3) the Corporation selects such Employee to participate in the Plan. Notwithstanding the foregoing provisions of this Section 3.1(a), all Participants in the KeyCorp Deferred Compensation Plan as of December 31, 2004 may elect to participate in this Plan regardless of the Participant’s benefits designator.
(b)	Participation. An Employee meeting the eligibility criteria of Section 3.1(a) may elect to participate in the Plan by submitting a Participation Agreement to the Corporation prior to the beginning of the applicable Deferral Period.
(c)	Mid-Year Participation. When an Employee first becomes eligible to participate in the Plan during a Deferral Period, the Employee shall submit a Participation Agreement to the Corporation within thirty days (30) of the date that the Corporation first notifies the Employee of his or her Plan eligibility. Such Participation Agreement will become effective only if it is provided to the Corporation within 30 days of the Participant’s notice of Plan eligibility.

     3.2 Deferral Limitations. The following Participant Deferral limitations shall apply for each Deferral Period:

(a)	Salary Deferrals. A Participant whose Compensation equals or exceeds $160,000 as of January 1 of the applicable Plan Year may defer no less than one hundred twenty-five dollars ($125) on a per-pay basis and no more than 50% of the Participant’s Compensation on a per-pay basis during the applicable Deferral Period.
(b)	Incentive Compensation Deferrals. A Participant may defer no less than three thousand dollars ($3,000) and no more than 100% of any Incentive Compensation which becomes payable to the Participant during the applicable Deferral Period.

     3.3 Commitment Limited by Termination, Retirement, Disability or Death. As of the Participant’s Termination date, Retirement date, date of Disability or date of death, all Participant Deferrals under the Plan shall cease.

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     3.4 Modification of Deferral Commitment. A Participant’s deferral commitment as evidenced by his or her Participation Agreement for the applicable Deferral Period shall be irrevocable.

     3.5 Change in Employment Status. 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 the Employer, the Participant’s existing Participation Agreement shall terminate at the end of the Deferral Period, and no new Participation Agreement may be made by such Participant.

     3.6 Opening Account Balance. Effective January 1, 2005, Participants in the frozen KeyCorp Deferred Compensation Plan who as of December 31, 2004 were not vested in all or any portion of those KeyCorp Deferred Compensation Plan corporate contributions allocated to their plan account shall have such allocated but 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, provided, however, that the Participant shall receive distribution of his or her Opening Account Balance in accordance with the distribution instructions contained within the Participant’s participation agreement under the KeyCorp Deferral Compensation Plan for the applicable deferral period. The establishment of the Participant’s Plan Opening Account Balance shall terminate the Participant’s entitlement to such transferred benefit under the frozen KeyCorp Deferred Compensation Plan.

     3.7 Rollovers. The Plan may accept on behalf of a Participant, a rollover of the Participant’s bookkeeping account balance from such other deferred compensation plan of the Employer in which the Participant also participates. The bookkeeping account balance so rolled shall be known as plan transfer contributions (“Plan Transfer Contributions”). The Participant’s Plan Transfer Contributions shall be credited to the Participant’s Plan Account on a bookkeeping basis in such a manner as the Corporation shall be able to separately identify such Plan Transfer Contributions and determine the net gains or losses attributable thereto. Such Plan Transfer Contributions shall, at all times, be invested in the Plan’s Common Stock Account and shall not be subject to the Participant’s investment direction or diversification. Plan Transfer Contributions shall be fully vested under the Plan and shall be subject to the distribution requirements contained within the Participant’s Rollover Election Form provided, however, that such Plan Transfer Contributions must be deferred under the Plan for a minimum of five (5) years from the date of the rollover regardless of the Participant’s termination, retirement, or distribution instructions contained in the Participant’s Rollover Election Form, and further, must conform with subsequent deferral election requirements mandated under Section 409A of the Code.

ARTICLE IV

PARTICIPANT DEFERRALS

     4.1 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 may be established to reflect the Participant’s investment elections, with all earnings, gains or losses attributable to such elections.

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     4.2 Investment of Participant Deferrals. Subject to the provisions of Section 4.3 hereof, each Participant shall direct the manner in which his or her Participant Deferrals are to be invested for bookkeeping purposes under the Plan. All Participant Deferrals may be invested for bookkeeping purposes in any one or more of the Plan’s Investment Accounts, in such amounts, as the Participant shall select. Subject to the provisions of Section 4.4 hereof, Participants may modify their investment elections at such times and in such manner as permitted by the Corporation.

     4.3 Compliance with Corporation’s Stock Ownership Guidelines. Notwithstanding the foregoing provisions of Section 4.2 hereof, Participants who have not met the ownership requirements of the Corporation’s stock ownership guidelines shall be required to defer all Participant Deferrals into the Common Stock Account until such time as the Corporation stock ownership guidelines have been met.

     4.4 Investment of Participant Deferrals Invested in the Common Stock Account. The Participant’s election to have his or her Participant Deferrals invested on a bookkeeping basis in the Common Stock Account shall be irrevocable; Participant Deferrals invested in the Common Stock Account shall not be subject to investment direction by the Participant.

     4.5 Crediting of Participant Deferrals; Withholding. Participant Salary Deferrals shall be credited to the Participant’s Plan Account as of each pay period during the applicable Deferral Period. Participant Incentive Compensation Deferrals shall be credited to the Participant’s Plan Account as of the date the Incentive Compensation would have been payable to the Participant but for the Participant’s election to defer such Incentive Compensation to this Plan. The withholding of taxes with respect to Participant Deferrals as required by state, federal or local law will be withheld from the Participant’s Compensation to the maximum extent possible; any taxes remaining due shall reduce the amount of Participant Deferrals credited to the Participant’s Plan Account.

ARTICLE V

CORPORATE CONTRIBUTIONS

     5.1 Crediting of Corporation Contributions. Corporate Contributions shall be credited on a bookkeeping basis to the Participant’s Plan Account in proportion to the respective amount of the Participant’s Participant Deferrals made to the Plan during the applicable Deferral Period. Corporate Contributions shall be credited to the Participant’s Plan Account as of the date that the Participant’s Participant Deferrals are credited to the Plan.

     Notwithstanding the forgoing provisions of this Section 5.1, however, if the Participant is an “Officer” of the Corporation, as that term is defined in accordance with Section 16 of the Securities Act of 1934, such Corporate Contributions shall be credited to the Participant’s Plan Account as follows:

(a)	Incentive Compensation Deferrals. Corporate Contributions shall be credited on a bookkeeping basis to the Participant’s Plan Account as of the date the Incentive Compensation Deferrals would have been payable to the Participant but for the Participant’s election to defer such Incentive Compensation to the Plan.
(b)	Salary Deferrals. Corporate Contributions shall be credited to the Participant’s Plan Account as of June 30 and December 31 of each Plan year, provided, however, that if a Participant has elected on a bookkeeping basis to invest his or her Salary Deferrals in the

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Plan’s Common Stock Account then such Salary Deferrals shall be credited with Corporate Contributions as of the date such Salary Deferrals would have been paid to the Participant but for the Participant’s election to defer such Salary Deferrals to the Plan.

     Participant Deferrals invested on a bookkeeping basis in the Plan’s Interest Bearing Fund and/or Investment Funds shall be credited with Corporate Contributions equal to 6% of such Participant’s Participant Deferrals; Participant Deferrals invested on a bookkeeping basis in the Plan’s Common Stock Account shall be credited with Corporate Contributions equal to 10% of such Participant’s Participant Deferrals. Corporate Contributions (equal to 6% or 10%, as the case may be) shall also be credited on behalf of those Participants whose Participant Deferrals become mandated under the requirements of Section 162(m) of the Code.

     5.2 Investment of Corporate Contributions. All Corporate Contributions credited to the Participant’s Plan Account shall be invested for bookkeeping purposes in the Plan’s Common Stock Account. Corporate Contributions are not subject to Participant investment directions.

     5.3 Vesting in Corporate Contributions. Subject to the provisions of Section 5.4 and Section 6.4 of the Plan, 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 5.3 hereof, the term “vested service” shall be calculated from the Participant’s employment commencement date through the Participant’s Termination, Retirement, or Disability date (whichever shall first occur), and shall be based on consecutive twelve-month periods during which time an Employer employs the Participant.

     5.4 Forfeiture of Corporate Contributions. Notwithstanding the provisions of Sections 5.1 or 5.3 hereof, if the Participant terminates his or her employment with the Corporation for any reason other than Normal Retirement or Termination Under Limited Circumstances, the Participant shall forfeit 4% out of the 10% of Corporate Contributions (so that the remaining Corporate Contribution is 6%) allocated on Participant Deferrals which the Participant has elected to irrevocably defer into the Common Stock Account. All earnings on the 4% of Corporate Contributions forfeited shall also be forfeited.

     5.5 Determination of Amount. The Plan Administrator shall verify the amount of Participant Deferrals, Corporate Contributions, dividends, and earnings, if any, to be credited to each Participant’s Plan Account in accordance with the provisions of the Plan. The reasonable and equitable decision of the Plan Administrator as to the value of each Investment 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 an Investment Account on any day not a Determination Date shall be the value on the last preceding Determination Date. As soon as reasonably practicable after the close of the Plan Year, the Corporation shall send to each Participant an itemized accounting statement which shall reflect the Participant’s Plan Account balance.

     5.6 Corporate Assets. All Participant Deferrals, Corporate Contributions, dividends, earnings and any other gains 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 Article VI, of the Plan. Payments made under the Plan shall be in the form of cash and 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

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unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 409A of the Code.

     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, including any domestic relations proceedings. If the Participant or Beneficiary becomes bankrupt or attempts to alienate, sell, assign, pledge, encumber, or charge any right under the Plan or Participant’s Plan Account, such attempt shall be void and unenforceable.

     5.8 Effect of Plan Termination. Notwithstanding anything to the contrary contained in the Plan, the termination of the Plan shall terminate the liability of the Corporation and all Employers to make further Corporate Contributions to the Plan.

ARTICLE VI

DISTRIBUTION OF PLAN BENEFITS

     6.1 Distribution at Termination or Retirement. A Participant’s vested Plan benefit shall be distributed to the Participant at the Participant’s Termination or Retirement (whichever shall first occur) subject to the following limited early distribution circumstances:

(a)	Section 162(m) Deferrals. In accordance with the provisions of Section 6.7 hereof, if a Participant is required to defer in conjunction with the provisions of Section 162(m) of the Code, such Participant Deferrals shall be distributed upon the Participant’s Termination or Retirement , unless such Participant constitutes a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Corporation, in which the Participant shall not commence any distribution of his or her Plan benefits before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of death of the Participant).
(b)	Unforeseeable Emergency. Upon a finding that a Participant has suffered an Unforseeable Emergency, the Corporation shall permit the Participant to obtain an Emergency Withdrawal from his or her vested Plan Account. The amount of such Emergency Withdrawal shall be limited to the amount reasonably necessary to meet the Participant’s immediate needs resulting from the Unforeseeable Emergency, as provided for in accordance with the provisions of Section 409A of the Code and applicable regulations issued thereunder.
(c)	Form of Payment and Time. Distributions made to a Participant pursuant to Section 6.1(b) hereof shall be paid in a lump sum amount. Distributions made under this Section 6.1 shall be made as soon as administratively practicable following (i) the distribution date permitted under the provisions of Section 6.1(a), or (ii) as soon as administratively practicable following the Participant’s Emergency Withdrawal request under the provisions of Section 6.1(b).

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     6.2 Distribution Options for Interest Bearing Account and/or Investment Funds. Subject to the provisions of Section 6.4 and Section 6.5 hereof, a Participant shall elect, as reflected in the Participant’s Participation Agreement, to receive a distribution of his or her vested Plan Account balance from the Plan’s Interest Bearing Account and /or Investment Funds under the following payment options:

(a)	a single lump sum distribution, or
(b)	a series of monthly installment distributions over a period of 60, 120, or 180 months.

     Distributions of Participant Deferrals from the Plan’s Interest Bearing Account and/or Investment Funds shall be made in cash.

     6.3 Distribution Options for Common Stock Account. Subject to the provisions of Section 6.4 and Section 6.5 of the Plan, a Participant shall elect, as reflected in the Participant’s Participation Agreement, to receive the distribution of his or her vested Plan Account balance from the Plan’s Common Stock Account under the following payment options:

(a)	a single lump sum distribution, or
(b)	a series of annual installment distributions over a period of 5, 10, or 15 years.

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

     6.4 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 6.4 hereof, and without any further notice to the Participant, (a) (i) all Corporate Contributions, and (ii) all earnings, dividends, and gains allocated to the Participant’s Plan Account with regard to both Participant Deferrals and Corporate Contributions shall become immediately forfeited (the Participant’s Participant Deferrals shall be continue to be distributed to the Participant in accordance with the distribution instructions contained within the Participant’s Participation Agreements), and (b) all distributed Corporate Contributions and all distributed earnings, gains and dividends on the Participant’s Participant Deferrals and Corporate 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 6.4, 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 6.4 the term:

“Intellectual Property” shall mean any invention, idea, product, method of doing business, market or business plan, process, program, software, formula, method, work of authorship, or other information, or thing relating to KeyCorp or any of its businesses.

“Non-Public Information” shall mean, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., employees, customers, and suppliers) that are developed, owned, utilized, or maintained by an employer such as KeyCorp, and that of its customers or suppliers, and that are not generally known by the public.

“KeyCorp” shall include KeyCorp, its subsidiaries, and its affiliates.

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     6.5 Distribution of Account Balance. The Participant’s vested Plan Account shall be valued as of the Determination Date immediately preceding his or her Termination, Retirement or Disability (the “valuation date”).

(a)	Lump Sum Distributions. If a Participant has elected to receive a lump sum distribution of all or any portion of his or her vested Plan Account, such lump sum distribution shall be made as soon as administratively practicable but in no event later than 60 days following the Participant’s Termination, Retirement or Disability date.
(b)	Installment Distributions. If a Participant has elected to receive an installment distribution of all or any portion of his or her Plan Account, such installment distribution shall commence as soon as administratively practicable but in no event later than 60 days following the Participant’s Termination, Retirement or Disability date.

(i)

The Participant’s vested unpaid Plan Account balance invested for bookkeeping purposes in the Plan’s Interest Bearing Account and Investment Funds shall be reflected in a distribution sub-account, which shall be credited with interest based on a 36 month average (as of the valuation date) of the monthly earnings credited under the Interest Bearing Account for the Participant’s installment distribution period.

(ii)

The Participant’s vested unpaid Plan Account balance invested for bookkeeping purposes in the Plan’s Common Stock Account 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 Common Stock Account 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.

     6.6 Distribution of Small Accounts. Notwithstanding the provisions of Sections 6.2, 6.3, 6.4, and 6.5, hereof, if the value of a Participant’s vested Account balance as of the Determination Date immediately preceding the Participant’s Termination, Retirement or Disability date is under $50,000, the Participant’s Account balance shall be distributed to the Participant as a single distribution as soon as administratively practicable following such date.

     6.7 Distribution Limitation. If the Corporation determines that a Participant’s Participant Deferrals and/or Corporate Contributions with all earnings and gains thereon:

1.

would not be deductible by the Corporation if paid in accordance with the distribution instructions specified by the Participant in his or her Participation Agreement by reason of the disallowance rules of Section 162(m) of the Code, but

2.

would be deductible by the Corporation if deferred and paid in a later Plan Year, the Corporation reserves the right to defer the distribution of all or any portion of such Participant’s Participant Deferrals and/or Corporate Contributions with all interest and earnings thereon until such time as the Corporation determines that the distribution of all or any portion of such Participant’s Participant Deferrals and/or Corporate Contributions will be payable without the disallowance of the deduction prescribed by Code Section 162(m) (“Deferrals”). .

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Notwithstanding any other provision of this Section 6.7, however, all Participant Deferrals and Corporate Contributions together with all earnings, gains, and losses thereon, shall be distributed to the Participant no later than April 15 of the year following the employment termination date of the Participant, regardless of the deductibility of such distribution.

     6.8 Payment Limitation for Key Employees. Notwithstanding any other provision of the Plan to the contrary, including the provisions contained within this Article VI hereof, in the event that the Participant constitutes a “key” employee of the Corporation (as that term is defined in accordance with Section 416(i) of the Code without regard to paragraph (5) thereof), distributions of the Participant’s Plan benefits may not commence 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.

     6.9 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.

ARTICLE VII

BENEFICIARY DESIGNATION

     7.1 Beneficiary Designation. Subject to Section 7.3 hereof, each Participant shall have the right, at any time, to designate one or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s 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 a 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;

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(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; and
(c)	The Participant’s estate.

     7.4 Distribution upon Death. If a Participant dies after the distribution of his or her 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 in a single lump sum benefit. 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 Determination 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.

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 Corporation
may employ such attorneys, investment counsel, agents, and accountants, as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The actions taken and the decisions made by the Corporation hereunder shall be final and binding upon all interested parties subject, however, to the provisions of Section 8.2. The Plan Year, for purposes of Plan administration, shall be the calendar year.

     8.2 Claims Review Procedure. Whenever the Plan Administrator decides for whatever reason to deny, whether in whole or in part, a claim for benefits under this Plan filed by any person (herein referred to as the “Claimant”), the Plan Administrator shall transmit a written notice of its decision to the Claimant, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of the specific reasons for the denial of the claim and a statement advising the Claimant that, within 60 days of the date on which he or she receives such notice, he or she may obtain review of the decision of the Plan Administrator in accordance with the procedures hereinafter set 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 therefore, which request shall contain the following information:

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(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 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.

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ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

     9.1 Reservation of Rights. The Corporation reserves the right to amend or 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 Plan Rollover Contributions, Participant Deferrals and Corporate Contributions, and (ii) all earnings and gains on such Plan Rollover Contributions, 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 the rate of earnings to be credited on all Plan Rollover Contributions, Participant Deferrals, and Corporate Contributions and all earnings accrued thereon until the close of the applicable Deferral Period in which such amendment or modification is made.

     9.2 Effect of Plan Termination. The Corporation may terminate the Plan by instructing the Plan Administrator to not accept any additional Participation Agreements. If such a termination occurs, the Plan shall continue to operate and be effective with regard to Participation Agreements entered into prior to the effective date of such termination.

ARTICLE X

CHANGE OF CONTROL

     10.1 Change of Control. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control as defined in accordance with Section 2.2 of the Plan, no amendment or modification of the Plan may be made at any time on or after such Change of Control (1) to reduce or modify a Participant’s Pre-Change of Control Account Balance, (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 Balances, (3) to reduce or modify the Common Stock Accounts’ method of calculating all earnings, gains, and/or losses on a Participant’s Pre-Change of Control Account Balance, (4) to reduce or modify any Investment Funds’ method of calculating all earnings, gains, and/or losses on a Participant’s Pre-Change of Control Account Balance, or (5) 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 Plan Rollover Contributions, 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 Interest Bearing Account. In accordance with the provisions of clause (2) of Section 10.1 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.

     10.3 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 Common Stock Account to reflect on a bookkeeping basis the securities, cash and other property that would have been received in such reorganization, reclassification, consolidation, merger or sale on an equivalent amount of common shares equal to the balance in the Common Stock Account and, from and after such reorganization, reclassification, consolidation, merger or sale, the Common Stock Account shall reflect on a bookkeeping basis all dividends, interest, earnings and losses attributable to such securities, cash, and other property (with any cash earning interest at the rate applicable to the Interest Bearing Account).

     10.4 Change of Control Provisions. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control, (i) the Participant’s employment is terminated by his or her Employer and any other Employer without cause, or (ii) the Participant resigns within two years following a Change of Control as a result of the Participant’s mandatory relocation, reduction in the Participant’s base salary, reduction in the Participant’s average annual incentive compensation (unless such reduction is attributable to the overall corporate or business unit performance), or the Participant’s exclusion from stock option programs as compared to comparably situated Employees, the provisions of Section 6.4 of the Plan which limit a Participant’s ability to provide services to a financial services organization, business, or company upon the Participant’s Termination or Retirement, shall become null and void.

     10.5 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

MISCELLANEOUS PROVISIONS

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

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

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

     11.4 Absence of Liability. No member of the Board of Directors of the Corporation or a subsidiary or committee authorized by the Board of Directors, or any officer of the Corporation or a subsidiary or officer of a subsidiary shall be liable for any act or action hereunder, whether of commission or omission, taken by any other member, or by any officer, agent, or Employee, except in circumstances involving bad faith or willful misconduct, for anything done or omitted to be done.

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

     11.6 Precedent. Except as otherwise specifically agreed to by the Corporation in writing, no action taken in accordance with the Plan by the Corporation shall be construed or relied upon as a precedent for similar action under similar circumstances.

     11.7 Withholding. The Corporation shall withhold any tax, 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.

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

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

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

     11.11 Duty to Furnish Information. The Corporation shall furnish to each Participant, former Participant, or Beneficiary any documents, reports, returns, statements, or other information that it reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

     11.12 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.

     11.13 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.

     11.14 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

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shown on the postmark or on the receipt for registration or certification. Mailed notice to the Corporation shall be directed to the Corporation’s address, attention: KeyCorp Compensation and Benefits Department. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the Employer’s records

     11.15 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 XII

COMPLIANCE WITH
SECTION 409A CODE

     12.1 Compliance With Section 409A. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Corporation to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005. 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, deferral, accrual, or distribution shall be made or given effect under the Plan that would result in early taxation or assessment of penalties or interest of any amount under Section 409A of the Code.

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

(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);
(b)	a specified time (or pursuant to a fixed schedule) specified under the Plan and Participant’s Participation Agreement prior to the date of the Participant’s deferral of Compensation;
(c)	the date of the Participant’s Disability; or
(d)	death of the Participant.

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

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     WITNESS WHEREOF, KeyCorp has caused this KeyCorp Second Deferred Compensation Plan to be executed by its duly authorized officer this 21^st 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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EX-10.2

Exhibit 10.2

KEYCORP
AUTOMATIC DEFERRAL PLAN
January 1, 2005 Restatement

ARTICLE I

     The KeyCorp Automatic Deferral Plan (“Plan”), as originally established January 1, 1999, is hereby amended and rested in its entirety to be effective as of January 1, 2005. The Plan, as structured, requires certain key Employees of KeyCorp to automatically defer a percentage of the total amount of their incentive compensation accrued under a KeyCorp-sponsored incentive compensation plan to the Plan. While requiring the automatic deferral of certain incentive compensation to the Plan until vested, the Plan provides Plan Participants with a tax-favorable savings vehicle while permitting KeyCorp to retain the continued services of such Participants. It is the intention of KeyCorp, and it is the understanding of those Participants covered under the Plan, that the Plan is unfunded for tax purposes and it is exempt from the provisions and requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It is also the understanding of Participants covered under the Plan that the Plan will be administered in accordance with the requirements of Section 409A of the Code.

ARTICLE II

DEFINITIONS

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

(a)	“Beneficiary” shall mean the person, persons or entity entitled under Article VIII to receive any Plan benefits payable after a Participant’s death.
(b)	“Board” shall mean the Board of Directors of KeyCorp, the Board’s Compensation and Organization Committee, or any other committee designated by the Board or a subcommittee designated by the Board’s Compensation and Organization Committee.
(c)	“Change of Control” shall be deemed to have occurred if under a rabbi trust arrangement established by KeyCorp (“Trust”), as such Trust may from time to time be amended or substituted, the Corporation is required to fund the Trust because a “Change of Control”, as defined in the Trust, has occurred..
(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 shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.
(e)	“Common Stock Account” shall mean the investment account established under the Plan for bookkeeping purposes in which the Participant shall have his or her Participant Deferrals and Corporate Contributions credited. Participant Deferrals and Corporate Contributions shall be credited based on a bookkeeping allocation of KeyCorp Common Shares (both whole and fractional rounded to the nearest one-hundredth of a share) (“Common Shares”) which shall be equal to the amount of Participant Deferrals and Corporate Contributions deferred. The Common Stock Account shall also reflect on a

	bookkeeping basis all dividends, gains, and losses attributable to such Common Shares. All Participant Deferrals and all Corporate Contributions credited to the Common Stock Account shall be based on a ten-day average of the New York Stock Exchange’s closing price for such Common Shares immediately preceding, up to and including the date such Participant Deferrals and Corporate Contributions are credited to the Participant’s Plan Account.”
(f)	“Corporate Contributions” shall mean the dollar amount which an Employer has agreed to contribute on a bookkeeping basis to the Participant’s Plan Account in accordance with the provisions of Article V of the Plan.
(g)	“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.
(h)	“Deferral Period” shall mean each applicable Incentive Compensation Plan’s Plan Year.
(i)	“Determination Date” shall mean the last business day of each calendar quarter.
(j)	“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.
(k)	“Discharge for Cause” shall mean the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer and any other Employer that is the result of (1) serious misconduct as an Employee, including, but not limited to, a continued failure after notice to perform a substantial portion of his or her duties and responsibilities unrelated to illness or incapacity, unethical behavior such as acts of self-dealing or self-interest, harassment, violence in the workplace, or theft; (2) the commission of a crime involving a controlled substance, moral turpitude, dishonesty, or breach of trust; or (3) the Employer being directed by a regulatory agency or self-regulatory agency to terminate or suspend the Participant or to prohibit the Participant from performing services for the Employer. The Corporation in its sole and absolute discretion shall determine whether a Participant has been Discharged for Cause, as provided for in this Section 2.1(k), provided, however, that for a period of two years following a Change of Control, any determination by the Corporation that an Employee has been Discharged for Cause shall be set forth in writing with the factual basis for such Discharge for Cause clearly specified and documented by the Corporation.
(l)	“Employee” shall mean a common law employee who is employed by an Employer.
(m)	“Employer” shall mean the Corporation and any of its subsidiaries or affiliates, unless specifically excluded as an Employer for Plan purposes by written action by an officer of the Corporation. An Employer’s Plan participation shall be subject to all conditions and requirements made by the Corporation, and each Employer shall be deemed to have appointed the Plan Administrator as its exclusive agent under the Plan as long as it continues as an Employer.

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(n) “Harmful Activity” shall have occurred if the Participant shall do any one or more of the following. This provision shall survive the Participant’s termination of employment from KeyCorp

(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 2.1(n) the term:
	“Intellectual Property” shall mean any invention, idea, product, method of doing business, market or business plan, process, program, software,

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formula, method, work of authorship, or other information, or thing relating to KeyCorp or any of its businesses.

“Non-Public Information” shall mean, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., employees, customers, and suppliers) that are developed, owned, utilized, or maintained by an employer such as KeyCorp, and that of its customers or suppliers, and that are not generally known by the public.

“KeyCorp” shall include KeyCorp, its subsidiaries, and its affiliates.

(o)	“Incentive Compensation Award” shall collectively mean the incentive compensation accrued by an Employee under the terms of an Incentive Compensation Plan during the applicable Deferral Period, which shall become subject to the automatic deferral and vesting provisions of Article III and Article VI of the Plan when such accrued incentive compensation exceeds $100,000 for the applicable Deferral Period. For purposes of this Section 2.1(o), the term “Incentive Compensation Award” shall not include any compensation paid to the Employee for the applicable Deferral Period which constitutes any form of hiring bonus, sales commissions, referral awards, recognition awards, and /or corporate long term incentive compensation plan awards.
(p)	“Incentive Compensation Plan” shall mean a line of business or management incentive compensation plan that is sponsored by KeyCorp or an affiliate of KeyCorp which the Corporation in its sole discretion has determined constitutes an Incentive Compensation Plan for purposes of the automatic deferral and vesting provisions of Article III and Article VI of the Plan.
(q)	“Involuntary Termination” shall mean the termination (by the Employer) of a Participant’s employment from his or her Employer and from any other Employer, but shall not include the Participant’s Discharge for Cause or Termination Under Limited Circumstances.
(r)	“Participant” shall mean an Employee who meets the eligibility and participation requirements set forth in Section 3.1 of the Plan, provided, however, that the term Participant shall not include any Employee who has attained age 58 or older prior to the start of the applicable Deferral Period, and who affirmatively elects in a manner prescribed by the Corporation to not participate in the Plan for the applicable Deferral Period.
(s)	“Participant Deferrals” shall mean any Incentive Compensation Award required to be automatically deferred to the Plan for each applicable Deferral Period.
(t)	“Plan” shall mean the KeyCorp Automatic Deferral Plan with all amendments hereafter made.
(u)	“Plan Account” shall mean those bookkeeping accounts established by the Corporation for each Plan Participant, which shall reflect all Corporate Contributions and Participant Deferrals invested for bookkeeping purposes in the Plan’s Common Stock Account, with

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	all earnings, dividends, gains, and losses thereon. Plan Accounts shall not constitute separate Plan funds or separate Plan assets. Neither the maintenance of, nor the crediting of amounts to such Plan Accounts shall be treated as (i) the allocation of any Corporation assets to, or a segregation of any Corporation assets in any such Plan Accounts, or (ii) otherwise creating a right in any person or Participant to receive specific assets of the Corporation.
(v)	“Plan Year” shall mean the calendar year.
(w)	“Retirement” shall mean the termination of a Participant’s employment any time after the Participant’s attainment of age 55 and completion of 5 years of Vesting Service but shall not include the Participant’s (i) Discharge for Cause, (ii) Involuntary Termination, (iii) Termination Under Limited Circumstances, (iv) Disability, or (v) death.
(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.
(y)	“Termination Under Limited Circumstances” shall mean the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer, and from any other Employer (i) under circumstances in which the Participant is entitled to receive severance benefits or salary continuation benefits under the KeyCorp Separation Pay Plan, (ii) under circumstances in which the Participant is entitled to severance benefits or salary continuation or similar benefits under a change of control agreement or employment agreement within two years after a change of control (as defined by such agreement) has occurred, or (iii) as otherwise expressly approved by an officer of the Corporation.
(z)	“Vesting Service” for purposes of Section 2.1(z) shall be calculated by measuring the period of service commencing on the Employee’s employment commencement date and ending on the Employee’s termination date and shall be computed based on each full calendar month in which the Employee is employed by an Employer.
(aa)	“Voluntary Termination” shall mean a voluntary termination of the Participant’s employment from his or her Employer and from any other Employer, whether by resignation or otherwise, but shall not include the Participant’s Discharge for Cause, Involuntary Termination, Retirement, Termination Under Limited Circumstances, or termination as a result of Disability or death.

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

ARTICLE III

ELIGIBILITY AND PARTICIPATION

     3.1 Eligibility and Participation. An Employee shall be required to participate in the Plan, and shall automatically become a Plan Participant upon the Employee’s grant of an Incentive Compensation Award in excess of $100,000 during the applicable Deferral Period.

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     3.2 Automatic Deferral Requirements. An Employee meeting the eligibility and automatic participation requirements of Section 3.1 hereof, shall automatically defer, in accordance with the terms of the applicable Incentive Compensation Plan in which the Employee participates, the following amount from the Employee’s applicable Incentive Compensation Award:

(a)	The Portion of the Participant’s Incentive Compensation Award between $100,000 up to and including $500,000. Twenty percent (20%) of the Participant’s Incentive Compensation Award between $100,000 up to and including $500,000 shall be automatically deferred to the Plan.
(b)	The Portion of the Participant’s Incentive Compensation Award between $500,000 up to and including $1,000,000. Twenty five percent (25%) of the Participant’s Incentive Compensation Award between $500,000 up to and including $1,000,000 shall be automatically deferred to the Plan.
(c)	The Portion of the Participant’s Incentive Compensation Award Greater than $1,000,000. Thirty percent (30%) of the Participant’s Incentive Compensation Award greater than $1,000,000 Plan shall be automatically deferred to the Plan.

     3.3 Commitment Limited by Termination Under Limited Circumstances, Involuntary Termination, Retirement, Disability, or Death. As of a Participant’s Termination Under Limited Circumstances, Involuntary Termination, Retirement, Disability or death, the Participant shall be relieved from and, further, shall not be permitted to make any further Participant Deferrals to the Plan, and any Incentive Compensation Award that thereafter would have been subject to the Automatic Deferral Requirements of Section 3.2 hereof, if and to the extent payable, shall be paid directly to the Participant or to the Participant’s Beneficiary in accordance with the terms of the applicable Incentive Compensation Plan.

     3.4 Effect of a Participant’s Discharge for Cause or Voluntary Termination on Participant Deferrals. In the event of a Participant’s Discharge for Cause or Voluntary Termination, the Participant shall forfeit his or her Incentive Compensation Award to the extent that it would otherwise become subject to the Automatic Deferral Requirements of Section 3.2 of the Plan when paid but for the termination of the Participant’s employment. As to whether the balance of the Participant’s Incentive Compensation Award not subject to the Automatic Deferral Requirements of Section 3.2, if any, shall be payable to the Participant shall be determined in accordance with the terms of the applicable Incentive Compensation Plan.

     3.5 Change in Participation Status. Participants shall make automatic Participant Deferrals to the Plan only when the Participant’s Incentive Compensation Award exceeds $100,000 for the applicable Deferral Period. During those Deferral Periods in which the Participant does not automatically defer Participant Deferrals to the Plan, Participant Deferrals and Corporate Contributions previously credited to the Participant’s Plan Account shall remain in the Plan and shall continue to vest under the terms of Section 6.1 hereof; such Participant Deferrals and Corporate Contributions with all earnings, gains, or losses thereon when vested shall be distributed to the Participant in accordance with the provisions of Article VII of the Plan.

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ARTICLE IV

PARTICIPANT DEFERRALS

     4.1 Plan Account. All Participant Deferrals shall be credited on a bookkeeping basis to a Plan Account established in the Participant’s name. Separate sub-accounts may be established to reflect on a bookkeeping basis all earnings, gains, or losses attributable to the Participant’s Participant Deferrals and those Corporate Contributions credited to the Participant’s Plan Account in accordance with the provisions of Section 5.1 hereof.

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

     4.3 Crediting of Participant Deferrals. Participant Deferrals shall be credited to the Participant’s Plan Account as of the payroll date on which the Participant’s Incentive Compensation Award would have been payable to the Participant but for the Incentive Compensation Plan’s automatic deferral provisions to the Plan.

ARTICLE V

CORPORATE CONTRIBUTIONS

     5.1 Crediting of Corporation Contributions. Matching Corporate Contributions equal to 15% of the Participant’s Participant Deferrals for the applicable Deferral Period shall be credited on a bookkeeping basis to the Participant’s Plan Account as of the date on which the Participant’s Participant Deferrals are automatically deferred and credited to the Plan.

     5.2 Investment of Corporate Contributions. All Corporate Contributions credited to the Participant’s Plan Account shall be invested for bookkeeping purposes in the Plan’s Common Stock Account.

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

     5.4 Corporate Assets. All Participant Deferrals, Corporate Contributions, dividends, earnings and any other gains and losses credited to a Participant’s Plan Account on a bookkeeping basis, remain the assets and property of the Corporation, which shall be distributed to the Participant only in accordance with Articles VII and X of the Plan. Distributions made under the Plan shall be in the form of Common Shares. Participants and Beneficiaries shall have the status of general unsecured creditors of the Corporation. Nothing contained in the Plan shall create, or be construed as creating a trust of any kind or any other fiduciary relationship between the Participant, the Corporation, or any other person. It is the intention of the Corporation and it is the understanding of the Participant that the Plan be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

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

ARTICLE VI

VESTING

     6.1 Vesting in Participant Deferrals and Corporate Contributions. The calculation of a Participant’s vested interest in those Participant Deferrals and Corporate Contributions credited on a bookkeeping basis to the Participant’s Plan Account shall be measured from the last day of the applicable calendar quarter in which Participant Deferrals and Corporate Contributions are credited to the Participant’s Plan Account (“Quarterly Deferral Date”). A Participant shall become vested in his or her Participant Deferrals and Corporate Contributions with all earnings, gains, and losses thereon for each applicable Deferral Period under the following three-year graded vesting schedule:

(a) From the date the Participant’s Participant Deferrals and Corporate Contributions are credited to the Participant’s Plan Account until one full calendar year from the Quarterly Deferral Date 0%.

(b) One full calendar year from the Quarterly Deferral Date of the Participant’s Participant Deferrals and Corporate Contributions to the Plan but less than two full calendar years from such Quarterly Deferral Date 33%.

(c) Two full calendar years from the Quarterly Deferral Date of the Participant’s Participant Deferrals and Corporate Contributions to the Plan but less than three full calendar years from such Quarterly Deferral Date 66%.

(d) Three full calendar years from the date of the Quarterly Deferral Date of the Participant’s Participant Deferrals and Corporate Contributions to the Plan 100%.

Notwithstanding the foregoing provisions of this Section 6.1, a Participant shall become fully vested in all Participant Deferrals and Corporate Contributions credited on a bookkeeping basis to the Participant’s Plan Account upon the Participant’s Termination Under Limited Circumstances, Disability or death.

     6.2 Continued Vesting Upon Retirement. Subject to the provisions of Section 7.7 of the Plan, upon the Participant’s Retirement, the Participant’s non-vested Participant Deferrals and Corporate Contributions credited to the Participant’s Plan Account with all earnings and gains thereon, shall remain in the Plan and shall continue to vest under the vesting provisions of Section 6.1 of the Plan.

     6.3 Forfeiture of Corporate Contributions. In the event of the Participant’s Involuntary Termination, as that term is defined in accordance with Section 2.1(q) of the Plan, the Participant shall

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become immediately vested in those Participant Deferrals allocated on a bookkeeping basis to the Participant’s Plan Account with all earnings and gains thereon. All non-vested Corporate Contributions and related earnings credited on a bookkeeping basis to the Participant’s Plan Account shall be forfeited as of the Participant’s last day of employment.

     6.4 Forfeiture of Participant Deferrals and Corporate Contributions. Notwithstanding any provision of the Plan to the contrary, upon the Participant’s Discharge for Cause or the Participant’s Voluntary Termination, the Participant shall automatically forfeit all Participant Deferrals and Corporate Contributions allocated on a bookkeeping basis to the Participant’s Plan Account with all earnings and gains thereon that have not vested in accordance with the vesting provisions of Section 6.1 of the Plan as of the Participant’s last day of employment.

ARTICLE VII

DISTRIBUTION OF PLAN BENEFITS

     7.1 Distributions Prior to Retirement. A Participant’s vested Participant Deferrals and Corporate Contributions with all earnings and gains thereon, shall be distributed to the Participant within 60 days following the Determination Date coinciding with or immediately following the Participant’s vesting in his or her Plan benefit in a single lump sum distribution of Common Shares, based on the bookkeeping number of whole and fractional Common Shares attributable to those vested Participant Deferrals and Corporate Contributions maintained in the Plan’s Common Stock Account as of the Determination Date coinciding with or immediately preceding the date of such distribution.

     7.2 Distributions Following Retirement. Subject to the Harmful Activity provisions of Section 7.7 hereof, upon the Participant’s Retirement, the Participant’s Plan Account balance shall continue to be maintained within the Plan and all Participant Deferrals and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains, and losses thereon, shall continue to vest under the vesting provisions of Section 6.1 of the Plan, and when vested, shall be distributed to the Participant in accordance with the provisions of Section 7.1 hereof.

     7.3 Distributions Following Termination Under Limited Circumstances, Disability or Death. Upon the Participant’s Termination Under Limited Circumstances, Disability, or death, all Participant Deferrals and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains, and losses thereon shall become immediately vested and shall be distributed to the Participant in a single lump sum distribution of Common Shares.

     7.4 Distributions Following Involuntary Termination. Upon the Participant’s Involuntary Termination, all Participant Deferrals credited to the Participant’s Plan Account with all related earnings, gains and losses thereon, in accordance with the provisions of Section 6.3 of the Plan, shall become immediately vested and shall be distributed to the Participant in a single lump sum distribution of Common Shares. All non-vested Corporate Contributions credited to the Participant’s Plan Account with all related earnings thereon shall be forfeited by the Participant as of his or her last day of employment.

     7.5 Distributions Following Voluntary Termination or Discharge for Cause. Upon the Participant’s Voluntary Termination or Discharge for Cause, all non-vested Participant Deferrals and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains, and losses thereon shall be forfeited by the Participant as of his or her last day of employment.

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     7.6 Withholding. The withholding of taxes with respect to the Participant’s Participant Deferrals, Corporate Contributions, and all earnings and gains thereon shall be made at such time as it becomes required by any state, federal or local law; such taxes shall be withheld from the Participant’s Participant Deferrals and Corporate Contributions in accordance with applicable law to the maximum extent possible.

     7.7 Harmful Activity. If a Participant engages in any “Harmful Activity” prior to or within twelve months after the Participant’s Termination or Retirement of his or her employment with an Employer, then (a) all non-vested Participant Deferrals and all non-vested Corporate Contributions with all earnings, gains, and losses thereon that are maintained in the Plan in conjunction with the continued vesting provisions of Section 7.2 hereof shall be immediately forfeited, and (b) all distributions of Participant Deferrals and Corporate Contributions with all earnings and gains thereon that have been made to the Participant within one year prior to the Participant’s Termination or Retirement date shall be fully repaid by the Participant to the Corporation within 60 days following the Participant’s receipt of the Corporation’s notice of such Harmful Activity.

The foregoing restrictions shall not apply in the event that the Participant’s 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.

     7.8 Distribution Limitation. If the Corporation determines that a Participant’s Participant Deferrals and/or Corporate Contributions with all earnings and gains thereon:

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would not be deductible by the Corporation if paid in accordance with the distribution instructions specified by the Participant in his or her Distribution Agreement by reason of the disallowance rules of Section 162(m) of the Code, but

2.

would be deductible by the Corporation if deferred and paid in a later Plan Year, the Corporation reserves the right to defer the distribution of all or any portion of such Participant’s Participant Deferrals and/or Corporate Contributions with all interest and earnings thereon until such time as the Corporation determines that the distribution of all or any portion of such Participant’s Participant Deferrals and/or Corporate Contributions will be payable without the disallowance of the deduction prescribed by Code Section 162(m) (“Deferrals”). .

     Notwithstanding any other provision of this Section 7.8, however, all Participant Deferrals and Corporate Contributions together with all earnings, gains, and losses thereon, shall be distributed to the Participant no later than April 15 of the year following the employment termination date of the Participant, regardless of the deductibility of such distribution.

     7.9 Payment Limitation for Key Employees. Notwithstanding any other provision of the Plan to the contrary, including the provisions contained within this Article VII hereof, in the event that

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the Participant constitutes a “key” employee of the Corporation (as that term is defined in accordance with Section 416(i) of the Code without regard to paragraph (5) thereof), distributions of the Participant’s Plan benefit may not commence 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.

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

ARTICLE VIII

BENEFICIARY DESIGNATION

     8.1 Beneficiary Designation. Subject to Section 8.3 hereof, each Participant shall have the right, at any time, to designate one or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s vested Plan Account. Each Beneficiary designation shall be in a written form prescribed by the Corporation and shall be effective only when filed with the Corporation during the Participant’s lifetime.

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

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

ARTICLE IX

ADMINISTRATION

     9.1 Administration. The Corporation, as Plan Administrator, shall be responsible for the general administration of the Plan, for carrying out the provisions hereof, and for making payments hereunder. The Corporation shall have the sole and absolute discretionary authority and power to carry out the provisions of the Plan, including, but not limited to, the authority and power (a) to determine all questions relating to the eligibility for and the amount of any benefit to be paid under the Plan, (b) to determine all questions pertaining to claims for benefits and procedures for claim review, (c) to resolve all

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other questions arising under the Plan, including any questions of construction and/or interpretation, and (d) to take such further action as the Corporation shall deem necessary or advisable in the administration of the Plan. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits and in any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be final and binding on all parties. The Corporation may employ such attorneys, investment counsel, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The actions taken and the decisions made by the Corporation hereunder shall be final and binding upon all interested parties subject, however, to the provisions of Section 9.2. The plan year, for purposes of Plan administration, shall be the calendar year.

     9.2 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 9.2, if the Claimant requests a review of the claim decision, such review shall be made by the Plan Administrator, who shall, within sixty (60) days after receipt of the request form, review and render a written decision on the claim containing the specific reasons for the decision including reference to Plan provisions upon which the decision is based. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be modified unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits, and any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be binding on the claimant and upon all other persons or entities. If the Participant or Beneficiary shall not file written notice with the Plan Administrator at the times set forth above, such individual shall have waived all benefits under the Plan other than as already provided, if any, under the Plan.

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ARTICLE X

AMENDMENT AND TERMINATION OF PLAN

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

(a)	Preservation of Account Balance. No termination, amendment, or modification of the Plan shall reduce (i) the amount of 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 the rate of earnings to be credited on all Participant Deferrals and Corporate Contribution, and all earnings and gains accrued thereon under the Common Stock Account until the close of the applicable Plan Year in which such amendment or modification is made.

     10.2 Effect of Plan Termination. If the Corporation terminates the Plan, either in whole or in part, the Corporation shall instruct the Plan Administrator to not accept any additional Participant Deferrals. If such a termination occurs, the Plan shall continue to operate and to be effective with regard to those Participant Deferrals deferred and Corporate Contributions made prior to the effective date of such termination.

     10.3 Effect of Plan Termination. Notwithstanding anything to the contrary contained in the Plan, the termination of the Plan shall terminate the liability of the Corporation and all Employers to make further Corporate Contributions to the Plan.

ARTICLE XI

CHANGE OF CONTROL

     11.1 Change of Control. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control as defined in accordance with Section 2.1(c) of the Plan, no amendment or modification of the Plan may be made at any time on or after such Change of Control (1) to reduce or modify a Participant’s Pre-Change of Control Account Balance, (2) to reduce or modify the Common Stock Accounts’ method of calculating earnings, gains, and/or losses on the Participant’s Pre-Change of Control Account Balance, or (3) to reduce or modify the Participant’s Participant Deferrals and/or Corporate Contributions to be credited to the Participant’s Plan Account for the applicable Deferral Period. For purposes of this Section 11.1, the term “Pre-Change of Control Account Balance” shall mean, with regard to any Plan Participant, the aggregate amount of the 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.

     11.2 Common Stock Conversion. In the event of a transaction or occurrence in which the Common Shares of the Corporation are converted into or exchanged for securities, cash and/or other

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

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

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.”

     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.

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     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 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.

     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 OF THE CODE

     13.1 Compliance With Code Section 409A. The Plan is intended to provide for the deferral of compensation in accordance with the requirements of Section 409A of the Code and regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner

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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, deferral, accrual, or distribution shall be made or given effect under the Plan that would result in early taxation or assessment of penalties or interest of any amount under Section 409A of the Code.

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

• the Participant’s separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a key employee of the Corporation);

• a specified time (or pursuant to a fixed schedule) specified under the Plan and Participant’s Participation Agreement prior to the date of the Participant’s deferral of Compensation;

• the date of the Participant’s Disability or

• death of the Participant.

If it is determined that a Participant constitutes a “key” employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Corporation, the Participant shall not commence any

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distribution of his or her Plan benefits before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of death of the Participant).

KEYCORP
By:	/s/ Thomas E. Helfrich
Title:	Executive Vice President

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EX-10.3

Exhibit 10.3

KEYCORP

COMMISSIONED DEFERRED COMPENSATION PLAN
(Amended and Restated as of January 1, 2005)

ARTICLE I

     The KeyCorp Commissioned Deferred Compensation Plan (“Plan”) as originally established effective January 1, 2003, is hereby amended and restated in its entirety effective as of January 1, 2005. The Plan, as structured, is intended to provide certain selected employees of KeyCorp with the opportunity to defer up to 50% of their commissions earned in excess of $100,000 during the applicable Plan year. In providing those selected employees of KeyCorp with an opportunity to defer their immediate receipt of taxable income to a later date, the Plan also provides KeyCorp with the opportunity to retain those employees continued employment with Key. It is the intention of KeyCorp and it is the understanding of those employees who are covered under the Plan that the Plan is unfunded for tax purposes. It is also the understanding of those employees covered under the Plan that the Plan will be administered in accordance with the requirements of Section 409A of the Code.

ARTICLE II

DEFINITIONS

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

(a)	“Beneficiary” shall mean the person, persons or entity entitled under Article VII to receive any Plan benefits payable after a Participant’s death.
(b)	“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 Participants’ Plan benefits which become payable hereunder because a “Change of Control” as defined in such rabbi trust has occurred.
(c)	“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 shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.
(d)	“Commission” shall mean those commissions or incentive payout(s) awarded to the Employee that are tied to the Employee’s direct performance in conjunction with a KeyCorp sales event(s) and are generally defined as a percent, share, or dollar amount of the direct sale or profit generated to KeyCorp as a result of such event.
(e)	“Common Stock Account” shall mean the investment account established under the Plan for bookkeeping purposes, in which a Participant may elect to have his or her Participant Deferrals credited. Participant Deferrals to the Common Stock Account 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

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	the amount of Participant Deferrals and Corporate Contributions invested by the Participant and by the Corporation in the Common Stock Account. The Common Stock Account 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 Common Stock Account shall be based on the ten-day average of the New York Stock Exchange’s closing price for such Common Shares immediately preceding, up to, and including the day such Participant Deferrals and Corporate Contributions are credited to the Participants’ Plan Account.
(f)	“Corporate Contributions” shall mean the contribution amount which an Employer has agreed to contribute on a bookkeeping basis to the Participant’s Plan Account in accordance with the provisions of Article V of the Plan.
(g)	“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.
(h)	“Deferral Period” shall mean each applicable 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.
(i)	“Determination Date” shall mean the last business day of each calendar quarter.
(j)	“Disability” shall mean (1) the physical or mental disability of a permanent nature which prevents a Participant from performing the duties that 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.
(k)	“Discharge for Cause” shall mean the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer and any other Employer that is the result of (1) serious misconduct as an Employee, including, but not limited to, a continued failure after notice to perform a substantial portion of his or her duties and responsibilities unrelated to illness or incapacity, unethical behavior such as acts of self-dealing or self-interest, harassment, violence in the workplace, or theft; (2) the commission of a crime involving a controlled substance, moral turpitude, dishonesty, or breach of trust; or (3) the Employer being directed by a regulatory agency or self-regulatory agency to terminate or suspend the Participant or to prohibit the Participant from performing services for the Employer. The Corporation in its sole and absolute discretion shall determine whether a Participant has been Discharged for Cause, as provided for in this Section 2.1(k), provided, however, that for a period of two years following a Change of Control, any determination by the Corporation that an Employee has been Discharged for Cause shall be set forth in writing with the factual basis for such Discharge for Cause clearly specified and documented by the Corporation.
(l)	“Dividends” shall mean those quarterly earnings approved by the KeyCorp Board of Directors and awarded by the Corporation to all shareholders of record as of each applicable ex-dividend date which shall be payable in such form and at such time as the Corporation shall determine.

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(m)	“Early Retirement” shall mean the Participant’s retirement from his or her employment with an Employer on or after the Participant’s attainment of age 55 and completion of a minimum of five years of Vesting Service, but prior to the Participant’s Normal Retirement Date.
(n)	“Employee” shall mean a common law employee who is employed by an Employer.
(o)	“Employer” shall mean the Corporation and any of its subsidiaries, unless specifically excluded as an Employer for Plan purposes by written action by an Officer of the Corporation. An Employer’s participation in the Plan shall be subject to all conditions and requirements made by the Corporation, and each Employer shall be deemed to have appointed the Plan Administrator as its exclusive agent under the Plan as long as it continues as an Employer.
(p)	“Harmful Activity” shall have occurred if the Participant shall do any one or more of the following. The provisions of this Section 2.1 (p) shall survive the Participant’s termination of employment with KeyCorp.

(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

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	good faith, and did not involve a customer whom the Participant should have reasonably known was a customer of KeyCorp.
(vii)	Upon the Participant’s own behalf or upon behalf of any other person or entity that competes or plans to compete with KeyCorp, after notice from KeyCorp, continue to engage in any business activity in competition with KeyCorp in the same or a closely related activity that the Participant was engaged in for KeyCorp during the one year period prior to the termination of the Participant’s employment.
	For purposes of this Section 2.1(p) the term:
	“Intellectual Property” shall mean any invention, idea, product, method of doing business, market or business plan, process, program, software, formula, method, work of authorship, or other information, or thing relating to KeyCorp or any of its businesses.
	“Non-Public Information” shall mean, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., employees, customers, and suppliers) that are developed, owned, utilized, or maintained by an employer such as KeyCorp, and that of its customers or suppliers, and that are not generally known by the public.
	“KeyCorp” shall include KeyCorp, its subsidiaries, and its affiliates.

(q)	“Involuntary Termination” shall mean the termination (by the Employer) of a Participant’s employment from his or her Employer and from any other Employer, other than a Discharge for Cause or a Termination Under Limited Circumstances.
(r)	“Normal Retirement” shall mean the Participant’s retirement under the KeyCorp Cash Balance Pension Plan on or after the Participant’s Normal Retirement Date.
(s)	“Participant” shall mean an Employee who meets the eligibility requirements set forth in Section 3.1(a) and becomes a Plan Participant pursuant to Section 3.1(b) or Section 3.1(c) of the Plan.
(t)	“Participant Deferrals” shall mean the percentage or whole dollar amount of the Participant’s Commissions that are earned by the Participant during the applicable Plan Year which the Participant has elected in accordance with his or her Participation Agreement to defer to the Plan.
(u)	“Participation Agreement” shall mean the executed agreement submitted by the Participant to the Corporation prior to the start of each applicable Deferral Period, which contains, in pertinent part, the Participant’s deferral commitment for such Deferral Period, and the distribution option selected by the Participant for the payment of such Participant Deferrals, Dividends, and Corporate Contributions upon the Participants full vesting in such Dividends and Corporate Contributions.
(v)	“Plan” shall mean the KeyCorp Commissioned Deferred Compensation Plan with all amendments hereafter made.

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(w)	“Plan Account” shall mean the bookkeeping account established by the Corporation for each Plan Participant, which shall reflect all Corporate Contributions, Participant Deferrals, and Dividends invested for bookkeeping purposes in the Plan’s Common Stock Account with all gains and losses thereon. Plan Accounts shall not constitute separate Plan funds or separate Plan assets. Neither the maintenance of, nor the crediting of amounts to such Plan Accounts shall be treated (i) as the allocation of any Corporation assets to, or a segregation of any Corporation assets in any such Plan Accounts, or (ii) as otherwise creating a right in any person or Participant to receive specific assets of the Corporation. All benefits under the Plan shall be paid from the general assets of the Corporation.
(x)	“Plan Year” shall mean the calendar year.
(y)	“Retirement” shall mean the termination of a Participant’s employment any time after the Participant’s attainment of age 55 and completion of 5 years of Vesting Service under the KeyCorp Cash Balance Pension Plan, but shall not include the Participant’s (i) Discharge for Cause, (ii) Involuntary Termination, (iii) Termination under Limited Circumstances, (iv) Disability or Death.
(z)	“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.
(aa)	“Termination Under Limited Circumstances” shall mean the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer, and from any other Employer (i) under circumstances in which the Participant is entitled to receive severance benefits or salary continuation benefits under the KeyCorp Separation Pay Plan, (ii) under circumstances in which the Participant is entitled to severance benefits or salary continuation or similar benefits under a change of control agreement or employment agreement within two years after a change of control (as defined by such agreement) has occurred, or (iii) as otherwise expressly approved by an officer of the Corporation.
(bb)	“Voluntary Termination” shall mean a voluntary termination of the Participant’s employment from his or her Employer and from any other Employer, whether by resignation or otherwise, but shall not include the Participant’s Discharge for Cause, Involuntary Termination, Retirement, Termination Under Limited Circumstances, or termination as a result of Disability or death.

     2.2 Additional Reference. All other words and phrases used herein shall have the meaning given them in the KeyCorp Cash Balance Pension Plan, unless a different meaning is clearly required by the context.

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

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ARTICLE III

ELIGIBILITY AND PARTICIPATION

     3.1 Eligibility and Participation.

(a)	Eligibility. An Employee shall be eligible to participate in the Plan if (1) the Employee earns Commissions during any Plan Year in excess of $100,000, and (2) the Corporation selects such Employee to participate in the Plan.
(b)	Participation. An Employee meeting the eligibility criteria of Section 3.1(a) may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation Agreement to the Corporation no later than the year prior to the year in which such Commissions are earned by the Participant, in conjunction with procedures and times established by the Corporation.
(c)	Mid-Year Participation. When an Employee first becomes eligible to participate in the Plan during a Deferral Period, the Participant shall be required to submit a Participation Agreement to the Corporation within thirty (30) days after the Corporation notifies the Employee of his or her Plan eligibility. Such Participation Agreement will be effective only if it is provided to the Corporation within 30 days of the Participant’s notice of Plan eligibility.

     3.2 Deferral Limitations. A Participant may defer to the Plan no more than 50% of the Participant’s earned Commissions in excess of $100,000 (in 5% increments) that are payable to the Participant during the applicable Deferral Period.

     3.3 Commitment Limited by Termination, Retirement, Disability or Death. As of the Participant’s Termination date, Retirement date, date of Disability or date of death, all Participant Deferrals under the Plan shall cease.

     3.4 Modification of Deferral Commitment. A Participant’s deferral commitment as evidenced by his or her Participation Agreement for the applicable Deferral Period shall be irrevocable.

     3.5 Change in Employment Status. If the Corporation determines that a Participant’s performance is no longer at the level that deserves to be rewarded through participation in the Plan, but does not terminate the Participant’s employment, the Participant’s Participant Deferrals under the Plan shall continue until the end of the applicable Deferral Period. Thereafter, the Corporation shall not permit the Participant to make any further deferrals to the Plan.

ARTICLE IV

PARTICIPANT DEFERRALS

     4.1 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 shall be established to reflect all Dividends attributable to such Participant Deferrals and Corporate Contributions.

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     4.2 Investment of Participant Deferrals. All Participant Deferrals shall be invested for bookkeeping purposes in the Plan’s Common Stock Account.

     4.3 Crediting of Participant Deferrals; Withholding. Participant Deferrals shall be credited to the Participant’s Plan Account as of the date the Participant’s Commission would have been paid to the Participant “but for” the Participant’s election to defer such Commission to the Plan. The withholding of taxes with respect to all Participant Deferrals as required by state, federal or local law shall be withheld from the Participant’s compensation to the maximum extent possible; thereafter, any taxes remaining due shall be paid by reducing the amount of Participant Deferrals to be credited to the Participant’s Plan Account.

ARTICLE V

CORPORATE CONTRIBUTIONS

     5.1 Crediting of Corporation Contributions. Corporate Contributions in an amount equal to 15% of the Participant’s Participant Deferrals deferred to the Plan for any applicable Deferral Period shall be credited on a bookkeeping basis to the Participant’s Plan Account as of the date on which the Participant’s Participant Deferrals are deferred and credited to the Plan.

     5.2 Investment of Corporate Contributions. All Corporate Contributions credited to the Participant’s Plan Account shall be invested for bookkeeping purposes in the Plan’s Common Stock Account.

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

     5.4 Corporate Assets. All Participant Deferrals, Corporate Contributions, Dividends, earnings and any other gains and losses credited to a Participant’s Plan Account on a bookkeeping basis, remain the assets and property of the Corporation, which shall become subject to distribution to the Participant only in accordance with the provisions of Articles VII, and X of the Plan. Distributions made under the Plan shall be in the form of Common Shares. All Participants and Beneficiaries shall have the status of general unsecured creditors of the Corporation. Nothing contained in the Plan shall create, or shall be construed as creating a trust of any kind or any other fiduciary relationship between the Participant, the Corporation, or any other person. It is the intention of the Corporation and it is the understanding of the Participant that the Plan is not funded for tax purposes, and that it is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

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

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any domestic relations proceedings. If the Participant or Beneficiary becomes bankrupt or attempts to alienate, sell, assign, pledge, encumber, or charge any right under the Plan or Participant’s Plan Account such attempt shall be void and unenforceable.

ARTICLE VI

VESTING

     6.1 Vesting in Dividends and Corporate Contributions. The calculation of a Participant’s vested interest in his or her Corporate Contributions and all Dividends credited on a bookkeeping basis to the Participant’s Plan Account shall be measured from the last day of the applicable calendar quarter in which such Participant Deferrals and Corporate Contributions are credited to the Participant’s Plan Account (“Quarterly Deferral Date”). A Participant shall become vested in those Corporate Contributions, and in those Dividends credited to the Participant’s Plan Account with regard to the applicable Participant Deferrals and Corporate Contributions , upon the Participant’s completion of three years of vested service. For purposes of this Section 6.1, the term “vested service” shall be determined from the Quarterly Deferral Date and shall be based upon full calendar years.

Notwithstanding the foregoing provisions of this Section 6.1, however, a Participant shall become fully vested in all Dividends and Corporate Contributions credited on a bookkeeping basis to the Participant’s Plan Account upon the Participant’s Termination Under Limited Circumstances.

     6.2 Continued Vesting Upon Retirement. Subject to the provisions of Section 7.11 of the Plan, upon the Participant’s Retirement, the Participant’s not-vested Dividends and not-vested Corporate Contributions credited to the Participant’s Plan Account with all gains and losses thereon, shall remain in the Plan and shall continue to vest under the vesting provisions of Section 6.1 hereof.

ARTICLE VII

DISTRIBUTION OF PLAN BENEFITS

     7.1 Distributions Prior to Termination, Termination Under Limited Circumstances, or Retirement. A Participant’s Participant Deferrals, vested Corporate Contributions and vested Dividends shall be distributed to the Participant as of the Determination Date concurrently with or immediately following the Participant’s vesting in his or her Corporate Contributions and Dividends in accordance with the distribution directions provided by the Participant in his or her Participation Agreement, as follows:

(a)	as a single lump sum distribution of Common Shares, or
(b)	in substantially equal annual installments payments of Common Shares over a five (5) year period.

Lump sum distributions from the Plan of Participant Deferrals, vested Corporate Contributions, and vested Dividends shall be made in Common Shares based on the bookkeeping number of whole and fractional Common Shares attributable to those Participant Deferrals, vested Corporate Contributions and

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vested Dividends maintained in the Plan’s Common Stock Account as of the Determination Date concurrently with or immediately following the Participant’s vesting date. Distributions shall be made as soon as reasonably practicable following the applicable Determination Date.

     7.2 Distributions Following Retirement. Subject to the Harmful Activity provisions of Section 7.11 hereof, upon the Participant’s Retirement, the Participant’s Plan Account balance shall continue to be maintained in the Plan and all Corporate Contributions and Dividends credited to the Participant’s Plan Account with any and all gains and losses thereon, shall continue to vest under the vesting provisions of Section 6.1 of the Plan, and when vested, shall be distributed to the Participant in accordance with the provisions of Section 7.1 hereof.

     7.3 Distributions Following Termination Under Limited Circumstances. Upon the Participant’s Termination Under Limited Circumstances, all Participant Deferrals, Corporate Contributions, and Dividends credited to the Participant’s Plan Account with any and all gains and losses thereon shall become immediately vested and shall be distributed to the Participant in a single lump sum distribution of Common Shares.

     7.4 Distributions Following Involuntary Termination. Upon the Participant’s Involuntary Termination, all Participant Deferrals credited to the Participant’s Plan Account and all Dividends credited on such Participant Deferrals with all gains and losses thereon, shall become immediately vested and shall be distributed to the Participant in a single lump sum distribution. All not-vested Corporate Contributions and all not-vested Dividends credited on such Corporate Contributions with all related earnings and or losses thereon shall be forfeited by the Participant as of his or her last day of employment.

     7.5 Distributions Following Voluntary Termination or Discharge for Cause. Upon the Participant’s Voluntary Termination or Discharge for Cause, all not-vested Corporate Contributions and all not-vested Dividends credited to the Participant’s Plan Account with all gains and losses thereon shall be forfeited by the Participant as of his or her last day of employment, and the Participant shall receive a lump sum distribution of only his or her Participant Deferrals.

     7.6 Withholding. The withholding of taxes with respect to the Participant’s Participant Deferrals, Corporate Contributions, and Dividends shall be made at such time as it becomes required by any state, federal or local law. All required taxes shall be withheld from the Participant’s Participant Deferrals and Corporate Contributions in accordance with applicable law to the maximum extent possible.

     7.7 Distribution of Account Balance. The Participant’s vested Plan Account balance shall be valued as of the Determination Date immediately following his or her date of Termination or Retirement (the “valuation date”):

     (a) Lump Sum Distributions. If a Participant has elected to receive a lump sum distribution of all of his or her vested Plan Account balance, such lump sum distribution of Common Shares shall be made as soon as reasonably practicable following the Participant’s valuation date.

     (b) Installment Distributions. If a Participant has elected to receive an installment distribution of all of his or her vested Plan Account, such installment distribution of Common Shares shall commence as soon as reasonably practicable following the Participant’s valuation date. The Participant’s vested unpaid Plan Account balance invested for bookkeeping purposes in the Plan’s Common Stock Account 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 Common Stock Account throughout

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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.

     7.8 Distribution of Small Accounts. Notwithstanding the provisions of Sections 7.1 and 7.2 hereof, if the value of a Participant’s vested Account balance as of the Determination Date immediately preceding the Participant’s date of Termination or Retirement is under $50,000, such balance shall be distributed to the Participant as a single distribution as soon as reasonably practicable following such Termination or Retirement date.

     7.9 Payment Limitation for Key Employees. Notwithstanding any other provision of the Plan to the contrary, including the provisions contained within this Article VII hereof, in the event that the Participant constitutes a “key” employee of the Corporation (as that term is defined in accordance with Section 416(i) of the Code without regard to paragraph (5) thereof), distributions of the Participant’s Plan benefit may not commence 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.

     7.10 Distribution Limitation. If the Corporation determines that any amount of a Participant’s Participant Deferrals, Dividends, and/or Corporate Contributions with all interest and earnings thereon:

(1)	would not be deductible by the Corporation if paid in accordance with the distribution instructions specified by the Participant in his or her Participation Agreement by reason of the disallowance rules of Section 162(m) of the Code, but
(2)	would be deductible by the Corporation if deferred and paid in a later Plan Year,

the Corporation reserves the right to defer the distribution of all or any portion of such Participant’s Participant Deferrals, Dividends, and/or Corporate Contributions with all interest and earnings thereon until such time as the Corporation determines that the distribution of all or any portion of such Participant’s Participant Deferrals, Dividends, and/or Corporate Contributions will be payable without the disallowance of the deduction prescribed by Code Section 162(m) (“Deferrals”). Such Deferrals shall continue to be held in the Participant’s Plan Account and shall continue to be credited, on a bookkeeping basis, with all earnings, gains, and losses thereon.

     Subject to the payment limitations contained in Section 7.9 hereof, in the event of the Participant’s Termination or Retirement, all Deferrals required to be continued under this Section 7.10 shall be paid to the Participant on or immediately following April 15th of the year immediately following the Participant’s Termination or Retirement, regardless of the deductibility of such payment.

     7.11 Harmful Activity. If a Participant engages in any “Harmful Activity” prior to or within twelve months after the Participant’s Termination or Retirement with an Employer, then by operation of this Section 7.11 hereof, and without any further notice to the Participant, (a) (i) all Corporate Contributions, and (ii) all Dividends allocated to the Participant’s Plan Account with regard to both Participant Deferrals and Corporate Contributions maintained in the Participant’s Plan Account shall become immediately forfeited regardless of whether such Corporate Contributions and Dividends are in a distribution status in accordance with the provisions of Section 7.1(b) or whether they are being maintained in the Plan in conjunction with the continued vesting provisions of Section 7.2, and (b) all distributions of Corporate Contributions and Dividends made to the Participant within one year prior to

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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.

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

ARTICLE VIII

BENEFICIARY DESIGNATION

     8.1 Beneficiary Designation. Subject to Section 8.3 hereof, each Participant shall have the right, at any time, to designate one or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s 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.

     8.2 Changing Beneficiary. Subject to Section 8.3, a Participant’s 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 previously filed designations.

     8.3 No Beneficiary Designation. If a Participant fails to designate a Beneficiary in the manner provided above, if the designation is void, or if the Beneficiary (including all contingent Beneficiaries) designated by a deceased Participant dies before the Participant or 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;

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(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;
(c)	The Participant’s estate.

     8.4 Distribution upon Death. If a Participant dies after the distribution of his or her 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 Determination Date immediately following 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.

ARTICLE IX

ADMINISTRATION

     9.1 Administration. The Corporation, as Plan Administrator, shall be responsible for the general administration of the Plan, for carrying out the provisions hereof, and for making payments hereunder. The Corporation shall have the sole and absolute discretionary authority and power to carry out the provisions of the Plan, including, but not limited to, the authority and power (a) to determine all questions relating to the eligibility for and the amount of any benefit to be paid under the Plan, (b) to determine all questions pertaining to claims for benefits and procedures for claim review, (c) to resolve any and all questions arising under the Plan, including any question of construction and/or interpretation, and (d) to take such further action as the Corporation deems necessary or advisable in the administration of the Plan. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits and in any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be final and binding on all parties. The Corporation may employ such attorneys, investment counsel, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The actions taken and the decisions made by the Corporation hereunder shall be final and binding upon all interested parties subject, however, to the provisions of Section 9.2. The Plan Year, for purposes of Plan administration, shall be the calendar year.

     9.2 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

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	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 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 X

AMENDMENT AND TERMINATION OF PLAN

     10.1 Reservation of Rights. The Corporation reserves the right to terminate the Plan at any time, and to modify or amend the Plan, in whole or in part, at any time and for any reason, subject to the following:

(a)

Preservation of Account Balance. No termination, amendment, or modification of the Plan shall reduce (i) the amount of Participant Deferrals, Corporate Contributions, and Dividends allocated to the Participants’ Accounts as of the date of such termination, amendment, or modification, and (ii) all earnings and gains on such Participant Deferrals, Corporate Contributions, and Dividends that have accrued up to the effective date of the termination, amendment, or modification.

(b)

Changes in Earnings Rate. No amendment or modification of the Plan shall reduce the rate of earnings to be credited under the Common Stock Account until the close of the applicable Deferral Period in which such amendment or modification is made.

     10.2 Effect of Plan Termination. If the Corporation terminates the Plan the Corporation shall instruct the Plan Administrator to not accept any additional Participation Agreements.. If such a termination occurs, all Participant Deferrals and Corporate Contributions shall continue until the close of the applicable Deferral Period. Participant Account balances shall remain in

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the Plan, and when vested, shall be distributed to the Participant in accordance with the Participant’s Participation Agreements’ distribution instructions.

     10.3 Plan Termination. Notwithstanding anything to the contrary contained in the Plan, the termination of the Plan shall terminate the liability of the Corporation and all employees to make further Corporate Contributions to the Plan.

ARTICLE XI

CHANGE OF CONTROL

     11.1 Change of Control. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control as defined in accordance with Section 2.1(b) of the Plan, no amendment or modification of the Plan may be made at any time on or after such Change of Control (1) to reduce or modify a Participant’s Pre-Change of Control Account Balance, (2) to reduce or modify the Common Stock Accounts’ method of calculating all earnings, gains, and/or losses on a Participant’s Pre-Change of Control Account Balance, or (3) 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 11.1, 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 and Dividends 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.

     11.2 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 Common Stock Account to reflect on a bookkeeping basis the securities, cash and other property that would have been received in such reorganization, reclassification, consolidation, merger or sale on an equivalent amount of common shares equal to the balance in the Common Stock Account and, from and after such reorganization, reclassification, consolidation, merger or sale, the Common Stock Account shall reflect on a bookkeeping basis all Dividends, interest, earnings and losses attributable to such securities, cash, and other property.

     11.3 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, Article X and Article XI may not be amended or modified as such Sections and Articles apply with regard to the Participants’ Pre-Change of Control Account Balances.

ARTICLE XII

MISCELLANEOUS PROVISIONS

     12.1 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

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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.

     12.2 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.

     12.3 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.

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

     12.5 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.

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

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

     12.8 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.

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

     12.10 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.

     12.11 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.

     12.12 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

     12.13 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

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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 of the CODE

          13.1 Compliance With Code 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, deferral, accrual, or distribution shall be made or given effect under the Plan that would result in early taxation or assessment of penalties or interest of any amount under Section 409A of the Code.

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

• the Participant’s separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a key employee of the Corporation);

• a specified time (or pursuant to a fixed schedule) specified under the Plan and Participant’s Participation Agreement prior to the date of the Participant’s deferral of Compensation;

• the date of the Participant’s Disability, or

• death of the Participant.

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

KEYCORP
By:	/s/ Thomas E. Helfrich
Title:	Executive Vice President

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EX-10.4

Exhibit 10.4

KEYCORP

DEFERRED BONUS PLAN

ARTICLE I

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

ARTICLE II

DEFINITIONS

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

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

     Account shall be based on the New York Stock Exchange’s closing price for such Common Shares as of the day such Bonus Deferral is credited to the Participant’s Plan Account.

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

(i)	Use, publish, sell, trade or otherwise disclose Non-Public Information of KeyCorp unless such prohibited activity was inadvertent, done in good faith and did not cause significant harm to KeyCorp.
(ii)	After notice from KeyCorp, fail to return to KeyCorp any document, data, or thing in his or her possession or to which the Participant has access that may involve Non-Public Information of KeyCorp.

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(iii)	After notice from KeyCorp, fail to assign to KeyCorp all right, title, and interest in and to any confidential or non-confidential Intellectual Property which the Participant created, in whole or in part, during employment with KeyCorp, including, without limitation, copyrights, trademarks, service marks, and patents in or to (or associated with) such Intellectual Property.
(iv)	After notice from KeyCorp, fail to agree to do any acts and sign any document reasonably requested by KeyCorp to assign and convey all right, title, and interest in and to any confidential or non-confidential Intellectual Property which the Participant created, in whole or in part, during employment with KeyCorp, including, without limitation, the signing of patent applications and assignments thereof.
(v)	Upon the Participant’s own behalf or upon behalf of any other person or entity that competes or plans to compete with KeyCorp, solicit or entice for employment or hire any KeyCorp employee.
(vi)	Upon the Participant’s own behalf or upon behalf of any other person or entity that competes or plans to compete with KeyCorp, call upon, solicit, or do business with (other than business which does not compete with any business conducted by KeyCorp) any KeyCorp customer the Participant called upon, solicited, interacted with, or became acquainted with, or learned of through access to information (whether or not such information is or was non-public) while the Participant was employed at KeyCorp unless such prohibited activity was inadvertent, done in good faith, and did not involve a customer whom the Participant should have reasonably known was a customer of KeyCorp.
(vii)	Upon the Participant’s own behalf or upon behalf of any other person or entity that competes or plans to compete with KeyCorp, after notice from KeyCorp, continue to engage in any business activity in competition with KeyCorp in the same or a closely related activity that the Participant was engaged in for KeyCorp during the one year period prior to the termination of the Participant’s employment.
	For purposes of this Section 2.1(k) the term:
	“Intellectual Property” shall mean any invention, idea, product, method of doing business, market or business plan, process, program, software, formula, method, work of authorship, or other information, or thing relating to KeyCorp or any of its businesses.
	“Non-Public Information” shall mean, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., employees, customers, and suppliers) that are developed, owned, utilized, or maintained by an employer such as KeyCorp, and that of its customers or suppliers, and that are not generally known by the public.
	“KeyCorp” shall include KeyCorp, its subsidiaries, and its affiliates.

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

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

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

ARTICLE III

ELIGIBILITY AND PARTICIPATION

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

ARTICLE IV

BONUS DEFERRALS

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

4

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

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

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

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

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

ARTICLE V

VESTING

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

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

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

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

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

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

ARTICLE VI

DISTRIBUTION OF PLAN BENEFITS

     6.1 Distribution of the Participant’s Bonus Deferral. A Participant’s vested Bonus Deferral with all earnings and gains thereon shall be distributed from the Plan concurrently with or immediately following the Participant’s vesting in his or her Bonus Deferral in accordance with the distribution directions provided by the Participant in his or her Distribution Agreement, as follows:

(a)

as a single lump sum distribution of Common Shares, or

(b)

as a plan-to-plan transfer of the Participant’s vested Bonus Deferral to the KeyCorp Second Deferred Compensation Plan’s Common Stock Account, provided, that the Participant is in a benefits designator 86 or above and is otherwise eligible to participate in the KeyCorp Second Deferred Compensation Plan. Such plan-to-plan transfer will be subject to the subsequent election provisions of Section 409A of the Code and will not be subject to distribution from the Second Deferred Compensation Plan until the requirements of Section 409A of the Code have been met.

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

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

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     6.3 Payment Limitation for Key Employees. Notwithstanding any other provision of the Plan to the contrary, in the event that the Participant constitutes a “key” employee of the Corporation (as that term is defined in accordance with Section 416(i) of the Code without regard to paragraph (5) thereof), distributions of the Participant’s vested Bonus Deferral shall not be made before the date which is six months after the Participant’s date of separation from service (or, if earlier, the date of death of the Participant). The term “separation from service” shall be defined for Plan purposes in accordance with the requirements of Section 409A of the Code and applicable regulations issued thereunder.

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

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

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

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

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

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ARTICLE VII

BENEFICIARY DESIGNATION

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

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

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

ARTICLE VIII

ADMINISTRATION

     8.1 Administration. The Corporation, as the “Plan Administrator” shall be responsible for the general administration of the Plan, for carrying out the provisions hereof, and for making payments hereunder. The Corporation shall have the sole and absolute discretionary authority and power to carry out the provisions of the Plan, including, but not limited to, the authority and power (a) to determine all questions relating to the eligibility for and the amount of any benefit to be paid under the Plan, (b) to determine all questions pertaining to claims for benefits and procedures for claim review, (c) to resolve all other questions arising under the Plan, including any questions of construction and/or interpretation, and (d) to take such further action as the Corporation shall deem necessary or advisable in the administration of the Plan. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits and in any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be final and binding on all parties. The Corporation may employ such attorneys, investment counsel, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The actions taken and the decisions made by the Corporation hereunder shall be final and binding upon all interested parties subject, however, to the provisions of Section 8.2. The Plan Year, for purposes of Plan administration, shall be the calendar year.

     8.2 Claims Review Procedure. Whenever the Plan Administrator decides for whatever reason to deny, whether in whole or in part, a claim for benefits under this Plan filed by any person (herein referred to as the “Claimant”), the Plan Administrator shall transmit a written notice of its decision to the Claimant, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of the specific reasons for the denial of the claim and a statement advising the Claimant that, within 60 days of the date on which he or she receives such notice, he or she may obtain review of the decision of the Plan Administrator in accordance with the procedures hereinafter set

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

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

     In accordance with this Section 8.2, if the Claimant requests a review of the claim decision, such review shall be made by the Plan Administrator, who shall, within sixty (60) days after receipt of the request form, review and render a written decision on the claim containing the specific reasons for the decision including reference to Plan provisions upon which the decision is based. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be modified unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits, and any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be binding on the claimant and upon all other persons or entities. If the Participant or Beneficiary shall not file written notice with the Plan Administrator at the times set forth above, such individual shall have waived all benefits under the Plan other than as already provided, if any, under the Plan.

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

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

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

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

ARTICLE X

CHANGE OF CONTROL

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

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

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

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

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

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

     11.4 Absence of Liability. No member of the Board of Directors of the Corporation or a subsidiary or committee authorized by the Board of Directors, or any officer of the Corporation or a subsidiary or officer of a subsidiary shall be liable for any act or action hereunder, whether of commission or omission, taken by any other member, or by any officer, agent, or Employee, except in circumstances involving bad faith or willful misconduct, for anything done or omitted to be done.

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

     11.6 Precedent. Except as otherwise specifically agreed to by the Corporation in writing, no action taken in accordance with the Plan by the Corporation shall be construed or relied upon as a precedent for similar action under similar circumstances.

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

     11.8 Validity of Plan. The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the State of Ohio. The invalidity or illegality of any provision of the Plan shall not affect the validity or legality of any other part thereof.

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

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

     11.11 Duty to Furnish Information. The Corporation shall furnish to each Participant, former Participant, or Beneficiary any documents, reports, returns, statements, or other information that it reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

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

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

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

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ARTICLE XII

COMPLIANCE WITH
SECTION 409A OF THE CODE

          12.1 Compliance With Section 409A. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Corporation to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005. Notwithstanding any provision of the Plan to the contrary, no otherwise permissible election, deferral, accrual, or distribution shall be made or given effect under the Plan that would result in early taxation or assessment of penalties or interest of any amount under Section 409A of the Code.

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

• the Participant’s separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a key employee of the Corporation);

• a specified time (or pursuant to a fixed schedule) specified under the Plan and Participant’s Participation Agreement prior to the date of the Participant’s deferral of Compensation;

• the date of the Participant’s Disability, or

• death of the Participant.

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

KEYCORP
By:	/s/ Thomas E. Helfrich
Title:	Executive Vice President

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EX-10.5

Exhibit 10.5

McDONALD FINANCIAL GROUP
DEFERRAL PLAN

ARTICLE I

     The McDonald Financial Group Deferral Plan (“Plan”) as originally established effective January 1, 2003, is hereby amended in its entirety to be effective January 1, 2005. The Plan as amended and restated, is structured to maintain on a bookkeeping basis, those not vested discretionary bonus awards that have been granted to Plan Participants under the various KeyCorp-sponsored Incentive Compensation Plan(s) which mandate that such discretionary bonus awards be subject to a three year vesting period prior to distribution to the Plan Participant. The Plan, provides a bookkeeping structure for such discretionary bonus awards until such awards become vested and distributed to Plan Participants. As structured, the Plan also provides Plan Participants with a tax-favorable savings vehicle, while permitting KeyCorp to retain such Participants’ continued employment. It is the intention of KeyCorp, and it is the understanding of those Participants covered under the Plan, that the Plan is unfunded for tax purposes. It is also the understanding of Participants covered under the Plan that the Plan will be administered in accordance with the requirements of Section 409A of the Code.

ARTICLE II

DEFINITIONS

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

(a)	“Beneficiary” shall mean the person, persons or entity entitled under Article VIII to receive any Plan benefits that may become payable after a Participant’s death.
(b)	“Board” shall mean the Board of Directors of KeyCorp, the Board’s Compensation and Organization Committee, or any other committee designated by the Board or a subcommittee designated by the Board’s Compensation and Organization Committee.
(c)	“Change of Control” shall be deemed to have occurred if under a rabbi trust arrangement established by KeyCorp (“Trust”), as such Trust may from time to time be amended or substituted, the Corporation is required to fund the Trust because of a “Change of Control” as that term is defined in the Trust.
(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 shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.
(e)	“Common Stock Account” shall mean the investment account established under the Plan for bookkeeping purposes, in which a Participant may elect to have his or her Discretionary Bonus Awards credited. Discretionary Bonus Awards invested in the Common Stock Account 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) that shall be equal to the amount of Discretionary Bonus Awards and Corporate

	Contributions invested by the Participant and by the Corporation in the Common Stock Account. The Common Stock Account shall also reflect on a bookkeeping basis all dividends, gains, and losses attributable to such Common Shares. All Corporate Contributions and all Discretionary Bonus Awards credited to the Common Stock Account, shall be based on the ten-day average of the New York Stock Exchange’s closing price for such Common Shares immediately preceding, up to, and including the day such Discretionary Bonus Awards and Corporate Contributions are credited to the Participants’ Plan Account.
(f)	“Corporate Contributions” shall mean the dollar amount that an Employer has agreed to contribute on a bookkeeping basis to the Participant’s Plan Account in accordance with the provisions of Article V of the Plan.
(g)	“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.
(h)	“Deferral Period” shall mean each applicable calendar year.
(i)	“Determination Date” shall mean the last business day of each calendar quarter.
(j)	“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.
(k)	“Discharge for Cause” shall mean the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer and any other Employer that is the result of (1) serious misconduct as an Employee, including, but not limited to, a continued failure after notice to perform a substantial portion of his or her duties and responsibilities unrelated to illness or incapacity, unethical behavior such as acts of self-dealing or self-interest, harassment, violence in the workplace, or theft; (2) the commission of a crime involving a controlled substance, moral turpitude, dishonesty, or breach of trust; or (3) the Employer being directed by a regulatory agency or self-regulatory agency to terminate or suspend the Participant or to prohibit the Participant from performing services for the Employer. The Corporation in its sole and absolute discretion shall determine whether a Participant has been Discharged for Cause, as provided for in this Section 2.1(k), provided, however, that for a period of two years following a Change of Control, any determination by the Corporation that an Employee has been Discharged for Cause shall be set forth in writing with the factual basis for such Discharge for Cause clearly specified and documented by the Corporation.
(l)	“Discretionary Bonus Awards” shall mean those not-vested discretionary bonus award(s) granted to an Employee under the terms of an Incentive Compensation Plan during the applicable Deferral Period, which shall be subject to the automatic deferral and vesting provisions of Article III and Article VI of the Plan. For purposes of this Section 2.1(l), the term “Discretionary Bonus Awards” shall not include any compensation paid to the Employee during the applicable Deferral Period which constitutes any form of a hiring bonus, sales

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	commissions, referral awards, recognition awards, and /or corporate long-term incentive compensation plan awards.
(m)	“Employee” shall mean a common law employee who is employed by an Employer.
(n)	“Employer” shall mean the Corporation and any of its subsidiaries or affiliates, unless specifically excluded as an Employer for Plan purposes by written action by an officer of the Corporation. An Employer’s Plan participation shall be subject to all conditions and requirements made by the Corporation, and each Employer shall be deemed to have appointed the Plan Administrator as its exclusive agent under the Plan as long as it continues as an Employer.
(o)	“Harmful Activity” shall have occurred if the Participant shall do any one or more of the following. This provision shall survive the Participant’s termination of employment from KeyCorp.

(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.

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(vii)	Upon the Participant’s own behalf or upon behalf of any other person or entity that competes or plans to compete with KeyCorp, after notice from KeyCorp, continue to engage in any business activity in competition with KeyCorp in the same or a closely related activity that the Participant was engaged in for KeyCorp during the one year period prior to the termination of the Participant’s employment.
	For purposes of this Section 2.1(o) the term:
	“Intellectual Property” shall mean any invention, idea, product, method of doing business, market or business plan, process, program, software, formula, method, work of authorship, or other information, or thing relating to KeyCorp or any of its businesses.
	“Non-Public Information” shall mean, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., employees, customers, and suppliers) that are developed, owned, utilized, or maintained by an employer such as KeyCorp, and that of its customers or suppliers, and that are not generally known by the public.
	“KeyCorp” shall include KeyCorp, its subsidiaries, and its affiliates.

(p)	“Incentive Compensation Plan” shall mean a line of business or management incentive compensation plan that is sponsored by KeyCorp or an affiliate of KeyCorp that mandates the deferral of unvested Discretionary Bonus Awards granted under the applicable Incentive Compensation Plan and which the Corporation in its sole discretion has determined constitutes an Incentive Compensation Plan for purposes of the Plan.
(q)	“Interest Bearing Account” shall mean the investment account established under the Plan for bookkeeping purposes in which a Participant may elect to have his or her Discretionary Bonus Awards credited. Discretionary Bonus Awards invested for bookkeeping purposes in the Interest Bearing Account shall be credited with earnings as of each Determination Date which shall be based on the effective annual yield of the average of Moody’s Average Corporate Bond Yield Index for the previous calendar month increased by 50 basis points. In the event that Moody’s Investor Services, Inc. ceases to publish such Index (or any successor publisher thereto) the Board, in its sole and absolute discretion, shall select a substantially similar index to be used in crediting earnings under the Interest Bearing Account.
(r)	“Investment Accounts” shall collectively mean those investment accounts established under the Plan for bookkeeping purposes in which a Participant may elect to have his or her Discretionary Bonus Awards credited. Investment Accounts shall include the Plan’s (1) Interest Bearing Account, (2) Common Stock Account, and (3) Investment Funds.
(s)	“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 Discretionary Bonus awards credited and which mirror the investment funds established under Article VIII of the KeyCorp 401(k) Savings Plan (“Savings Plan”) as may be amended from time to time, provided, however, that the Savings Plan’s Corporation

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	Stock Fund, for Plan purposes, shall be excluded from the definition of Investment Funds. Discretionary Bonus Awards invested for bookkeeping purposes in the Investment Funds shall be credited on a bookkeeping basis with those earnings, gains, and losses experienced by the Savings Plan’s investment funds.
(t)	“Involuntary Termination” shall mean the termination (by the Employer) of a Participant’s employment from his or her Employer and from any other Employer, other than a Discharge for Cause or a Termination Under Limited Circumstances.
(u)	“Participant” shall mean an Employee who meets the eligibility and participation requirements set forth in Section 3.1 of the Plan.
(v)	“Plan” shall mean the McDonald Financial Group Deferral Plan with all amendments, modifications and revisions as hereafter made.
(w)	“Plan Account” shall mean those bookkeeping accounts established by the Corporation for each Plan Participant, which shall reflect all Discretionary Bonus Awards and Corporate Contributions invested for bookkeeping purposes in the Plan’s Investment Accounts, with all earnings, dividends, gains, and losses thereon. Plan Accounts shall not constitute separate Plan funds or separate Plan assets. Neither the maintenance of, nor the crediting of amounts to such Plan Accounts shall be treated (i) as the allocation of any Corporation assets to, or a segregation of any Corporation assets in any such Plan Accounts, or (ii) as otherwise creating a right in any person or Participant to receive specific assets of the Corporation.
(x)	“Plan Year” shall mean the calendar year.
(y)	“Retirement” shall mean the termination of a Participant’s employment any time after the Participant’s attainment of age 55 and completion of 5 years of Vesting Service but shall not include the Participant’s (i) Discharge for Cause, (ii) Involuntary Termination, (iii) Termination Under Limited Circumstances, (iv) Disability, or (v) death.
(z)	“Termination Under Limited Circumstances” shall mean the termination (whether by the Participant or the Employer) of a Participant’s employment from his or her Employer, and from any other Employer (i) under circumstances in which the Participant is entitled to receive severance benefits or salary continuation benefits under the KeyCorp Separation Pay Plan, (ii) under circumstances in which the Participant is entitled to severance benefits or salary continuation or similar benefits under a change of control agreement or employment agreement within two years after a change of control (as defined by such agreement) has occurred, or (iii) as otherwise expressly approved by an officer of the Corporation.
(aa)	“Vesting Service” for purposes of Section 2.1(y) shall be calculated by measuring the period of service commencing on the Employee’s employment commencement date and ending on the Employee’s termination date and shall be computed based on each full calendar month that the Employee is employed by an Employer.
(bb)	“Voluntary Termination” shall mean a voluntary termination of the Participant’s employment from his or her Employer and from any other Employer, whether by resignation or otherwise, but shall not include the Participant’s Discharge for Cause,

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	Involuntary Termination, Retirement, Termination Under Limited Circumstances, or termination as a result of Disability or death.
(cc)	"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

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

ARTICLE III

ELIGIBILITY AND PARTICIPATION

     3.1 Eligibility and Participation. An Employee shall automatically become a Plan Participant upon (i) the Employee’s meeting the applicable Incentive Compensation Plan’s annual production criteria established by the Corporation for the applicable Deferral Period, and (ii) the Employee being awarded a not vested, Discretionary Bonus Award under his or her applicable Incentive Compensation Plan.

     3.2 Automatic Deferral Requirements. An Employee meeting the eligibility and automatic participation requirements of Section 3.1 hereof, shall automatically have his or her not vested Discretionary Bonus Awards deferred to the Plan. Such Discretionary Bonus Awards shall be maintained in the Plan until vested or forfeited.

     3.3 Deferral Limited by Termination Under Limited Circumstances, Involuntary Termination, Retirement, Disability, or Death. As of a Participant’s Termination Under Limited Circumstances, Involuntary Termination, Retirement, Disability or death, the Participant shall be relieved from and, further, shall not be permitted to have any further bonus awards deferred to the Plan, and any Discretionary Bonus Awards that thereafter would have been subject to the Automatic Deferral Requirements of Section 3.2 hereof, if and to the extent payable, shall be paid directly to the Participant in accordance with the terms of the applicable Incentive Compensation Plan.

     3.4 Effect of a Participant’s Discharge for Cause or Voluntary Termination on Participant’s Discretionary Bonus Award. In the event of a Participant’s Discharge for Cause or Voluntary Termination, the Participant shall forfeit his or her Discretionary Bonus Award to the extent that it would otherwise become subject to the Automatic Deferral Requirements of Section 3.2 of the Plan when paid but for the termination of the Participant’s employment.

     3.5 Change in Participation Status. During those Deferral Periods in which the Participant does not automatically defer Discretionary Bonus Awards to the Plan, Discretionary Bonus Awards and Corporate Contributions previously credited to the Participant’s Plan Account shall remain in the Plan and shall continue to vest under the terms of Section 6.1 hereof; such Discretionary Bonus Awards and Corporate Contributions with all earnings, gains, or losses thereon when vested shall be distributed to the Participant in accordance with the provisions of Article VII of the Plan.

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ARTICLE IV

DISCRETIONARY BONUS AWARDS

     4.1 Plan Account/Investment of Discretionary Bonus Awards. Discretionary Bonus Awards and Corporate Contributions shall be credited on a bookkeeping basis to a Plan Account established in the Participant’s name. Each Participant shall direct the manner in which his or her Discretionary Bonus Awards are to be invested for bookkeeping purposes under the Plan. All Discretionary Bonus Awards may be invested for bookkeeping purposes in any one or more of the Plan’s Investment Accounts, in such amounts as the Participant shall select, provided that such election amounts are expressed in five percent increments. Participants may modify their investment elections at such times and in such manner as permitted by the Corporation.

     4.2 Crediting of Discretionary Bonus Awards. Discretionary Bonus Awards shall be credited to the Participant’s Plan Account as of the date that the Participant’s Discretionary Bonus Awards would have been payable to the Participant under an Incentive Compensation Plan but for the Incentive Compensation Plan’s mandatory deferral requirements.

     4.3 Default Investment Election. In the event that a Participant fails to direct the manner in which his or her Discretionary Bonus Award(s) shall be invested for bookkeeping purposes under the Plan, then such Discretionary Bonus Award(s) when credited to the Participant’s Plan Account shall be automatically invested on a bookkeeping basis in the Plan’s Interest Bearing Account.

ARTICLE V

CORPORATE CONTRIBUTIONS

     5.1 Crediting of Corporation Contributions. Corporate Contributions equal to 15% of the Participant’s Discretionary Bonus Awards for the applicable Deferral Period shall be credited on a bookkeeping basis to the Participant’s Plan Account as of the payroll date on which the Participant’s Discretionary Bonus Awards are automatically deferred and credited to the Plan.

     5.2 Investment of Corporate Contributions. All Corporate Contributions credited to the Participant’s Plan Account shall be invested for bookkeeping purposes in the Plan’s Common Stock Account. Corporate Contributions are not subject to Participant investment direction.

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

     5.4 Corporate Assets. All Discretionary Bonus Awards, Corporate Contributions, dividends, earnings and any other gains and losses credited to a Participant’s Plan Account on a bookkeeping basis, remain the assets and property of the Corporation, which shall be subject to distribution to the Participant only in accordance with Article VII of the Plan. 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

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between the Participant, the Corporation, or any other person. It is the intention of the Corporation and it is the understanding of the Participant that the Plan be unfunded.

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

ARTICLE VI

VESTING

     6.1 Vesting in Discretionary Bonus Awards and Corporate Contributions. Subject to the provisions of Section 7.9 of the Plan, the calculation of a Participant’s vested interest in those Discretionary Bonus Awards and Corporate Contributions credited on a bookkeeping basis to the Participant’s Plan Account shall be measured from the last day of the applicable calendar quarter in which the Discretionary Bonus Awards and Corporate Contributions are credited to the Participant’s Plan Account (“Quarterly Deferral Date”). A Participant shall become vested in his or her Discretionary Bonus Awards and Corporate Contributions with all earnings, gains, and losses thereon under the following three-year graded vesting schedule:

(a)	From the date the Participant’s Discretionary Bonus Awards and Corporate Contributions are credited to the Participant’s Plan Account until one full calendar year from the Quarterly Deferral Date 0%.
(b)	One full calendar year from the Quarterly Deferral Date of the Participant’s Discretionary Bonus Awards and Corporate Contributions to the Plan but less than two full calendar years from such Quarterly Deferral Date 33%.
(c)	Two full calendar years from the Quarterly Deferral Date of the Participant’s Discretionary Bonus Awards and Corporate Contributions to the Plan but less than three full calendar years from such Quarterly Deferral Date 66%.
(d)	Three full calendar years from the date of the Quarterly Deferral Date of the Participant’s Discretionary Bonus Awards and Corporate Contributions to the Plan 100%.

Notwithstanding the foregoing provisions of this Section 6.1, a Participant shall become fully vested in all Discretionary Bonus Awards and Corporate Contributions credited on a bookkeeping basis to the Participant’s Plan Account upon the Participant’s Termination Under Limited Circumstances, Disability or death.

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     6.2 Continued Vesting Upon Retirement. Subject to the provisions of Section 7.9 of the Plan, upon the Participant’s Retirement, the Participant’s unvested Discretionary Bonus Awards and Corporate Contributions credited to the Participant’s Plan Account with all earnings and gains thereon, shall remain in the Plan and shall continue to vest under the vesting provisions of Section 6.1 of the Plan.

     6.3 Forfeiture of Corporate Contributions. In the event of the Participant’s Involuntary Termination, as that term is defined in accordance with Section 2.1(t) of the Plan, the Participant shall become immediately vested in those Discretionary Bonus Awards allocated on a bookkeeping basis to the Participant’s Plan Account with all related earnings and gains thereon. All not vested Corporate Contributions and related earnings credited on a bookkeeping basis to the Participant’s Plan Account shall be forfeited as of the Participant’s last day of employment.

     6.4 Forfeiture of Discretionary Bonus Awards and Corporate Contributions. Notwithstanding any provision of the Plan to the contrary, upon the Participant’s Discharge for Cause or the Participant’s Voluntary Termination, the Participant shall automatically forfeit all Discretionary Bonus Awards and Corporate Contributions allocated on a bookkeeping basis to the Participant’s Plan Account with all earnings and gains thereon that are not vested in accordance with the vesting provisions of Section 6.1 of the Plan as of the Participant’s last day of employment.

ARTICLE VII

DISTRIBUTION OF PLAN BENEFITS

     7.1 Distribution of Interest Bearing Account and/or Investment Funds. Subject to the provisions of Section 7.8 and Section 7.9 hereof, a Participant shall receive a distribution of his or her vested Plan Account balance from the Plan’s Interest Bearing Account and /or Investment Funds as a single lump sum cash distribution.

     7.2 Distribution for Common Stock Account. Subject to the provisions of Section 7.8 and Section 7.9 hereof, a Participant shall receive a distribution of his or her vested Plan Account balance from the Plan’s Common Stock Account as a single lump sum distribution of KeyCorp Common Shares.

     7.3 Distribution of Account Balance. The Participant’s vested Plan Account shall be valued as of the Determination Date immediately following his or her Termination, Retirement or Disability (the “valuation date”), and such lump sum distribution shall be made as soon as reasonably practicable following such valuation date.

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     7.4 Distributions Following Retirement. Subject to the Harmful Activity provisions of Section 7.9 of the Plan, upon the Participant’s Retirement, the Participant’s Plan Account balance shall continue to be maintained within the Plan and all Discretionary Bonus Awards and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains, and losses thereon, shall continue to vest under the vesting provisions of Section 6.1 of the Plan, and when vested, shall be distributed to the Participant in accordance with the provisions of Section 7.1 and 7.2 hereof. .

     7.5 Distributions Following Termination Under Limited Circumstances, Disability or Death. Upon the Participant’s Termination Under Limited Circumstances, Disability or death, all Discretionary Bonus Awards and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains, and losses thereon shall become immediately vested and shall be distributed to the Participant.

     7.6 Distributions Following Involuntary Termination. In accordance with the provisions of Section 6.3 of the Plan, upon the Participant’s Involuntary Termination, all Discretionary Bonus Awards credited to the Participant’s Plan Account with all related earnings, gains and losses thereon, shall become immediately vested and shall be distributed to the Participant in a single lump sum distribution. All not vested Corporate Contributions credited to the Participant’s Plan Account with all related earnings thereon shall be forfeited by the Participant as of his or her last day of employment.

     7.7 Distributions Following Voluntary Termination or Discharge for Cause. Upon the Participant’s Voluntary Termination or Discharge for Cause, all not vested Discretionary Bonus Awards and Corporate Contributions credited to the Participant’s Plan Account with all earnings, gains, and losses thereon shall be forfeited by the Participant as of his or her last day of employment.

     7.8 Payment Limitation for Key Employees. Notwithstanding any other provision of the Plan to the contrary, including the provisions contained within this Article VII hereof, in the event that the Participant constitutes a “key” employee of the Corporation (as that term is defined in accordance with Section 416(i) of the Code without regard to paragraph (5) thereof), distributions of the Participant’s Plan benefit may not commence 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.

     7.9 Harmful Activity. If a Participant engages in any “Harmful Activity” prior to or within twelve months after the Participant’s Termination or Retirement of employment with an Employer, (a) all not vested Discretionary Bonus Awards and not vested Corporate Contributions with all earnings and gains thereon that are maintained in the Plan in conjunction with the continued vesting provisions of Section 6.2 hereof shall be immediately forfeited, and (b) all distribution of Discretionary Bonus Awards and Corporate Contributions with all earnings and gains thereon made to the Participant within one year prior to the Participant’s Termination or Retirement date shall be fully repaid by the Participant to the Corporation within 60 days following the Participant’s receipt of the Corporation’s notice of such Harmful Activity.

     The foregoing restrictions shall not apply in the event that the Participant’s 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

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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 Retirement or Termination with an Employer shall be final and conclusive upon the Participant and upon all other Persons.

     7.10 Withholding. The withholding of taxes with respect to the Participant’s Discretionary Bonus Awards, Corporate Contributions, and all earnings and gains thereon shall be made at such time as it becomes required by any state, federal or local law; such taxes shall be withheld from the Participant’s Discretionary Bonus Awards and Corporate Contributions in accordance with applicable law to the maximum extent possible.

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

ARTICLE VIII

BENEFICIARY DESIGNATION

     8.1 Beneficiary Designation. Subject to Section 8.3 hereof, each Participant shall have the right, at any time, to designate one or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s vested Plan Account. Each Beneficiary designation shall be in a written form prescribed by the Corporation and shall be effective only when filed with the Corporation during the Participant’s lifetime.

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

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

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ARTICLE IX

ADMINISTRATION

     9.1 Administration. The Corporation, as the Plan Administrator, shall be responsible for the general administration of the Plan, for carrying out the provisions hereof, and for making payments hereunder. The Corporation shall have the sole and absolute discretionary authority and power to carry out the provisions of the Plan, including, but not limited to, the authority and power (a) to determine all questions relating to the eligibility for and the amount of any benefit to be paid under the Plan, (b) to determine all questions pertaining to claims for benefits and procedures for claim review, (c) to resolve any and all questions arising under the Plan, including any question of construction and/or interpretation, and (d) to take such further action as the Corporation deems necessary or advisable in the administration of the Plan. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be disturbed unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits and in any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be final and binding on all parties. The Corporation may employ such attorneys, investment counsel, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The actions taken and the decisions made by the Corporation hereunder shall be final and binding upon all interested parties subject, however, to the provisions of Section 9.2. The Plan Year, for purposes of Plan administration, shall be the calendar year.

     9.2 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 Claim decision, such review shall be made by the Plan Administrator who shall, within sixty (60) days after receipt of the

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request form, review and render a written decision on the claim containing the specific reasons for the decision including reference to Plan provisions upon which the decision is based. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be modified unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits, and any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be binding on the claimant and upon all other Persons. 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 X

AMENDMENT AND TERMINATION OF PLAN

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

(a)	Preservation of Account Balance. No termination, amendment, or modification of the Plan shall reduce (i) the amount of Discretionary Bonus Awards and Corporate Contributions, and (ii) all earnings and gains on such Discretionary Bonus Awards 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 the rate of earnings to be credited on all Discretionary Bonus Awards and Corporate Contribution, and all earnings and gains accrued thereon under the Common Stock Account until the close of the applicable Plan Year in which such amendment or modification is made.

     10.2 Effect of Plan Termination. Upon the Plan’s termination, all Participant Plan Account balances shall remain in the Plan and shall continue to vest in accordance with the provisions of Article VI of the Plan and when vested shall be distributed to the Participant in accordance with the provisions of Article VII hereof. Notwithstanding anything to the contrary contained in the Plan, the termination of the Plan shall terminate the liability of the Corporation and all Employers as of the Plan’s termination date or such other date designated by the Corporation to make further Corporate Contributions to the Plan.

ARTICLE XI

CHANGE OF CONTROL

     11.1 Change of Control. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control as defined in accordance with Section 2.1(c) of the Plan, no amendment or modification of the Plan may be made at any time on or after such Change of Control (1) to reduce or modify a Participant’s Pre-Change of Control Account Balance, (2) to reduce or modify the Common Stock Accounts’ method of calculating earnings, gains, and/or losses on the Participant’s Pre-Change of Control Account Balance, or (3) to reduce or modify the Participant’s Discretionary Bonus Awards and/or Corporate Contributions to be credited to the Participant’s Plan Account for the applicable Deferral

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Period. For purposes of this Section 11.1, the term “Pre-Change of Control Account Balance” shall mean, with regard to any Plan Participant, the aggregate amount of the Participant’s Discretionary Bonus Awards 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.

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

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

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.”

     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.

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     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 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.

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

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

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

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

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

• the Participant’s separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a key employee of the Corporation);

• a specified time (or pursuant to a fixed schedule) specified under the Plan;

• the date of the Participant’s Disability, or

• the 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 receive any distribution of his or her Plan benefits before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of death of the Participant).

KEYCORP
By:	/s/ Thomas E. Helfrich
Title:	Executive Vice President

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EX-10.6

Exhibit 10.6

KEYCORP

SECOND DIRECTOR DEFERRED COMPENSATION PLAN

     The KeyCorp Second Director Deferred Compensation Plan (the “Plan”), 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 designed to provide directors with the opportunity to defer payment of their directors’ fees and vested equity awards in accordance with the provisions of this Plan. It is the intention of KeyCorp and it is the understanding of the Directors participating in the Plan, that the Plan constitutes a nonqualified deferred compensation plan under the provisions of Section 409A of the Code and applicable regulations issued thereunder.

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 in accordance with the requirements of Section 409A of the Code and applicable regulations issued thereunder, if a change in the ownership or the effective control of the Corporation occurs, or if there occurs a change in the ownership of a substantial portion of the assets of the Corporation.
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 the written election to defer Fees signed in writing by the Director and in the form provided by the Corporation.
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 Second 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 the 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 are earned by the Director; 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 first becoming eligible to participate in the Plan. A Director who timely delivers the Election Agreement to the Corporation shall be a Participant in the Plan upon the Corporation’s acceptance of such Election Agreement.

     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 to the Plan for any Year, (b) the date on which the Participant’s Fees shall be distributed, (c) whether the distribution of deferred Fees is to be paid in its entirety or whether such Fees shall be paid in installments, and (d) if in installments, the number of quarterly installments. Deferrals shall be until the earlier to occur: (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 of this Article. A Participant may select not more than one date in each Election Agreement upon which 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. 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 shall be in Common Shares. 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 administratively 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 10 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 payment elected under any Election Agreement would result in a quarterly payment of less than $500 in cash or Common Shares, as the case may be, the Participant shall receive an immediate lump sum payment of 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 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: within 30 days following the date that a person first becomes eligible to become a Participant, the Participant shall be entitled to make a Change of Control 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 distribution options 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 to the Participant 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 to the Participant, but only if either (a) the Participant is not a Director as of immediately after the Change of Control, or (b) 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 Participant’s Election Agreement shall govern irrespective of the Change of Control.

(b) The Corporation may 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. For purposes of this Section 10(b), the term “unforeseeable emergency” shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Section 152(a) of the Code), the loss of the Participant’s property due to casualty, or such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of an “unforeseeable emergency” and the ability of the Corporation to

accelerate the Participant’s Supplemental Retirement Benefit shall be determined in accordance with the requirements of Section 409A of the Code and applicable regulations issued thereunder.

     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 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 earnings 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.

     17. Plan Transfers. Participants may elect to transfer vested equity awards (other than stock option awards) granted under the KeyCorp Directors’ Deferred Share Plan to the Plan, provided, the Participant’s election to transfer such vested award is made in accordance with the requirements of the grant agreement under which the award was issued and in accordance with the subsequent deferral election requirements of Section 409A of the Code. Transferred awards shall be fully vested under the Plan and shall be subject to the distribution requirements contained within the Participant’s transfer election form provided, however, that such Plan transfers must be deferred under the Plan for a minimum of five (5) years from the date of the transfer regardless of the Participant’s termination, retirement, or the distribution instructions contained in the Participant’s transfer election form. Transferred awards shall be subject to full investment diversification if cash based, and transferred awards shall be invested in the in the Plan’s Common Stock Account if equity based. Awards invested in the Plan’s Common Stock Account will not be subject to investment direction or diversification. Transferred awards shall be separately maintained under the Plan.

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.

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 10 and 13, hereof. No amendment or termination of the Plan shall result in an acceleration of Plan benefits in violation of Section 409A of the Code.

ARTICLE V

MISCELLANEOUS

     1. 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 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.

     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.

     7. Governing Law. The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio.

ARTICLE VI

COMPLIANCE WITH
SECTION 409A CODE

     The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Corporation to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005. Notwithstanding any provision of the Plan to the contrary, no otherwise permissible election, deferral, accrual, or distribution shall be made or given effect under the Plan that would result in early taxation or assessment of penalties or interest of any amount under Section 409A of the Code.

     IN WITNESS WHEREOF, KeyCorp has caused this KeyCorp Second Director Deferred Compensation 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

EX-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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EX-10.8

Exhibit 10.8

KEYCORP

SECOND EXCESS CASH BALANCE PENSION PLAN

ARTICLE I

THE PLAN

     The KeyCorp Second Excess Cash Balance Pension Plan (“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 designed to provide certain select employees of KeyCorp with a Plan benefit that is generally equal to the benefit that the employee would have been eligible to receive under the KeyCorp Cash Balance Pension Plan but for the compensation and accrual limitations imposed by Section 401(a)(17) and Section 415 of the Internal Revenue Code of 1986, as amended, when combined with any vested benefit provided to the employee under the KeyCorp Excess Cash Balance Pension Plan. It is the intention of the Plan and it is the understanding of those employees covered under the Plan that the Plan is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. It is also the understanding of those employees covered under the Plan that the Plan will be administered in accordance with the requirements of Section 409A of the Code.

ARTICLE II

DEFINITIONS

     2.1 Meanings of Definitions. As used herein, the following words and phrases shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

(a)	“Beneficiary” shall mean the person, persons or entity entitled to receive the Participant’s Plan benefits, if any, that are payable after a Participant’s death.
(b)	“Credited Service” shall be calculated by measuring the period of service commencing on the Participant’s Employment Commencement Date and Re-Employment Commencement Date, if applicable, and ending on the Participant’s Severance from Service Date. Credited Service shall be computed based on each full month that the Employee is employed by an Employer.
(c)	“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 employment as an Employee, as reported for federal income tax purposes, or which would have been paid except for (1) the timing of an Employer’s payroll processing operations, (2) the Participant’s written election to defer the receipt of compensation during the Plan Year, (3) the provisions of the KeyCorp 401(k) Savings Plan, or (4) the provisions of the KeyCorp Flexible Benefits Plan and/or any transportation reimbursement plan for the applicable Plan year provided, however, the term shall not include:

(i) any amount attributable to the Participant’s exercise of stock appreciation rights and the amount of any gain to the Participant upon the exercise of stock options;

(ii)	any amount attributable to the Participant’s receipt of non-cash remuneration whether or not it is included in the Participant’s income for federal income tax purposes;
(iii)	any amount attributable to the Participant’s receipt of moving expenses and any relocation bonus paid to the Participant during the Plan Year;
(iv)	any amount attributable to any severance paid by an Employer or the Corporation to the Participant;
(v)	any amount attributable to fringe benefits (cash and non-cash);
(vi)	any amount attributable to any bonus or payment made as an inducement for the Participant to accept employment with an Employer;
(vii)	any amount attributable to salary deferrals paid to the Participant during the Plan Year, which have been previously included as Compensation under the Plan during the Plan Year or any prior Plan Year;
(viii)	any amount paid to the Participant during the Plan Year which is attributable to interest earned on Compensation deferred under a plan of an Employer or the Corporation; and
(ix)	any amount paid for any period after the Participant’s Termination or Retirement date.

     In determining a Participant’s Compensation under the provisions of this Section 2.1(c), for those Plan Participants who participate in a line of business incentive plan (other than the KeyCorp Annual Incentive Plan, the KeyCorp Long Term Incentive Plan and/or the KeyCorp Staff Incentive Plan), compensation up to a Plan maximum of $500,000 minus the amount of the Participant’s compensation utilized in computing his or her Pension Plan benefit in accordance with Section 401(a)(17) of the Code shall be utilized in calculating the Participant’s benefit under the Plan.

     For Plan Years beginning on and after January 1, 2006, only that Compensation which is in excess of the compensation limits mandated under Section 401(a)(17) of the Code shall be utilized in determining the Participant’s Excess Pension Benefit under the provisions of Section 3.2 of the Plan. Notwithstanding the foregoing, however, if the Participant is in a benefits designator 85 or below, then only that Compensation which is in excess of the compensation limits mandated under Section 401(a)(17) of the Code up to a Plan Compensation maximum of $500,000 shall be utilized in determining the Participant’s Excess Pension Benefit under the provisions of Section 3.2 hereof.

     In the case of a Disabled Participant, such Participant’s Compensation for each year while Disabled shall equal an amount which shall reflect the Participant’s Compensation for the calendar year preceding the date of the Participant’s Disability.

     (d) “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.

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     (e) “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. In addition to the foregoing, the disability requirements addressed in Section 409A of the Code are incorporated into the provisions of this definition.

     (f) “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.

     (g) “Employer” shall mean KeyCorp and all of its subsidiaries or affiliates unless specifically excluded as an Employer for Plan purposes by written action by an officer of the Corporation. An Employer’s participation shall be subject to any and all conditions and requirements made by the Corporation as the Plan Administrator, and each Employer shall be deemed to have appointed the Plan Administrator as its exclusive agent under the Plan.

     (h) “Excess Pension Benefit” shall mean the vested pension benefit payable pursuant to the terms of this Plan to a Participant meeting the eligibility requirements of Section 3.1 of the Plan.

     (i) “Excess Pension Program Benefit” shall mean the Participant’s collective nonqualified pension benefit accrued under the KeyCorp Excess Cash Balance Pension Plan and KeyCorp Second Excess Cash Balance Pension Plan, subject to the terms and conditions of each respective Plan.

     (j) “Executive Supplemental Pension Program Benefit” shall mean the Participants’ collective nonqualified pension benefit accrued under the KeyCorp Executive Supplemental Pension Plan and KeyCorp Second Executive Supplemental Pension Plan, subject to the terms and conditions of each respective Plan.

     (k) “Interest Credit” shall mean the rate at which a Participant’s Opening Account Balance, as provided for under Section 3.3 of the Plan, is periodically increased on a bookkeeping basis. The Interest Credit rate to be allocated to a Participant’s Opening Account Balance shall mirror the Pension Plan’s Interest Credit rate for each applicable Plan Year..

     (l) “Participant” shall mean an Employee who is a participant in the Pension Plan and who is selected by the Corporation to become a Participant in the Plan, and whose participation in the Plan has not been terminated by the Corporation.

     (m) “Pension Plan” shall mean the KeyCorp Cash Balance Pension Plan, as the same shall be in effect on the date of a Participant’s Retirement, death, Disability or other termination of employment.

     (n) “Retirement” shall mean the termination of employment of a Participant under circumstances in which entitle the Participant to receive an Early Retirement or Normal Retirement Date benefit under the KeyCorp Cash Balance Pension Plan.

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     (o) “Supplemental Retirement Plan” shall mean the KeyCorp Supplemental Retirement Plan (formerly known as the Society Corporation Supplemental Retirement Plan), the KeyCorp Excess Pension Benefit Plan, and the KeyCorp Excess Pension Benefit Plan for Key Executives, with all amendments made thereto.

     (p) “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.

     All other capitalized and undefined terms used herein shall have the meanings given them in the Pension Plan, unless a different meaning is plainly required by the context.

     The masculine gender includes the feminine, and singular references include the plural, unless the context clearly requires otherwise.

ARTICLE III

EXCESS PENSION BENEFIT

     3.1 Eligibility. A Participant selected by the Corporation to participate in the Plan shall be eligible for an Excess Pension Benefit hereunder if the Participant (i) terminates employment with an Employer on or after age 55 with five or more years of Credited Service, (ii) terminates his or her active employment with an Employer in conjunction with his or her Disability after completing five or more years of Credited Service and disability benefits have ceased under the KeyCorp Long-Term Disability Plan due to the Participant’s election of an Early or Normal Retirement under the Pension Plan, or (iii) dies after completing five years of Credited Service and has a Beneficiary who is eligible for a benefit under the Pension Plan.

     A Participant shall also be eligible for an Excess Pension Benefit if the Participant becomes involuntarily terminated from his or her employment with an Employer for reasons other than the Participant’s Discharge for Cause, and (i) as of the Participant’s termination date the Participant has a minimum of twenty-five (25) or more years of Credited Service, and (ii) the Participant enters into a written non-solicitation and non-compete agreement with the Employer under terms that are satisfactory to the Employer.

     For purposes of this Section 3.1, hereof, the term “Discharge for Cause” shall mean a Participant’s employment termination that is the result of the Participant’s violation of the Employer’s policies, practices or procedures, violation of city, state, or federal law, or failure to perform his or her assigned job duties in a satisfactory manner. The Employer shall determine whether a Participant has been Discharged for Cause.

     Notwithstanding any of the forgoing provisions of this Section 3.1, however, a Participant’s eligibility for an Excess Pension Benefit shall be subject to the requirements of Article V of the Plan.

     3.2 Amount of Excess Pension Benefit. The Excess Pension Benefit payable to a Participant shall be in such amount as is required, when added to the excess pension benefit payable in lump sum form to the Participant under the KeyCorp Excess Cash Balance Pension Plan (if any) and the Accrued Benefit payable in lump sum form to the Participant under the Pension Plan as of the Participant’s Retirement or Termination date to produce a lump sum cash aggregate benefit equal to the

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benefit which would have been payable under the Pension Plan formula in lump sum form to the Participant if the limitations of Section 401(a)(17) of the Code and the limitations of Section 415 of the Code had not been in effect. For purposes of this Section 3.2 hereof, the term “Pension Plan formula” means the method of calculating a Participant’s pension benefit as reflected in Article IV of the Pension Plan and shall not include any Predecessor Plan Grandfathered Benefits formula.

     3.3 Opening Account Balance. Effective January 1, 2005, Participants in the frozen KeyCorp Excess Cash Balance Pension Plan who as of December 31, 2004 were not vested in their Excess Cash Balance Pension Plan benefit shall have their accrued but not vested benefit transferred to this Plan and reflected in a bookkeeping opening account balance (“Opening Account Balance”) established for the Participant. Such Opening Account Balance shall be credited with Interest Credit as of the last day of each calendar quarter, based on the value of the Participant’s Opening Account Balance as of the first day of the applicable quarter. A Participant’s entitlement to this Opening Account Balance shall be governed by the eligibility provisions of Section 3.1 of this Plan, and the value of the Opening Account Balance shall be added to and become a part of such Participant’s Excess Pension Benefit, if any, 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 any benefit under the frozen KeyCorp Excess Cash Balance Pension Plan.

ARTICLE IV

PAYMENT OF EXCESS PENSION BENEFIT

     4.1 Immediate Payment Upon Termination or Retirement of Participant. Subject to the provisions of Section 4.2, Section 4.4, and Section 4.5 hereof, a Participant meeting the age and service eligibility requirements of Section 3.1 shall receive an immediate distribution of his or her Excess Pension Benefit upon the Participant’s Termination date. Such Excess Pension Benefit shall be paid in the form of a single life annuity, unless the Participant elects in writing, a minimum of sixty days prior to the Participant’s Termination date to receive his or her distribution under a different form of payment that is actuarially equivalent to the Participant’s Excess Pension Benefit when paid as a single life annuity payment. The forms of payment from which a Participant may elect shall be identical to those forms of payment provided under the Pension Plan, provided however, that the lump sum payment option available under the Pension Plan shall not be a form of distribution available under this Plan. Such payment method, once elected by the Participant, shall be irrevocable.

     In calculating the Participant’s actuarially equivalent form of distribution the Corporation shall rely upon calculations made by independent actuaries for the Pension Plan, who shall apply the actuarial assumptions and interest rate then in use under the Pension Plan for converting to the form of payment elected by the Participant.

     4.2 Forfeiture of Plan Benefits. Notwithstanding the any other provision of this Article VI, however, if the Participant engages in any Harmful Activity prior to or within twelve months of his or her Termination or Retirement date, then by operation of this Section 4.2 hereof and without any further notice to the Participant all further Excess Pension Benefits shall be immediately forfeited. In the event that a Participant has received a distribution of his or her Excess Pension Benefit, and the Participant engages in any Harmful Activity prior to or within twelve months of his or her Termination or Retirement, then in such event the Participant shall repay to the Corporation the full amount of such distributed Plan benefits within 60 days following the Participant’s receipt of the Corporation’s notice of such Harmful Activity.

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     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.

For purposes of this Section 4.2, 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.

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(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 4.2 the term:

“Intellectual Property” shall mean any invention, idea, product, method of doing business, market or business plan, process, program, software, formula, method, work of authorship, or other information, or thing relating to KeyCorp or any of its businesses.

“Non-Public Information” shall mean, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., employees, customers, and suppliers) that are developed, owned, utilized, or maintained by an employer such as KeyCorp, and that of its customers or suppliers, and that are not generally known by the public.

“KeyCorp” shall include KeyCorp, its subsidiaries, and its affiliates.

     4.3 Payment Upon Death of Participant.

     (a) Upon the death of a Participant who has met the service requirement of Section 3.1, but who has not yet commenced distribution of his or her Excess Pension Benefit, there shall be paid to the Participant’s Beneficiary the Excess Pension Benefit that the Participant would have been entitled to receive had the Participant retired on his or her date of death and commenced distribution of his or her Excess Pension Benefit. Such Excess Pension Benefit shall be paid in the form of a single life annuity.

     (b) In the event of a Participant’s death after the Participant has commenced distribution of his or her Excess Pension Benefit, there shall be paid to the Participant’s Beneficiary only those survivor benefits provided under the form of benefit payment elected by the Participant.

     4.4 Distribution of Small Accounts. Notwithstanding any Plan provision other than Section 4.5 hereof, if the value of a Participant’s vested Excess Pension Benefit as of the Participant’s Termination 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 the Participant’s Termination or Retirement date.

     4.5 Payment Limitation for Key Employees. Notwithstanding any other provision of the Plan to the contrary, in the event that the Participant constitutes a “key” employee of the Corporation (as that term is defined in accordance with Section 416(i) of the Code without regard to paragraph (5) thereof), distributions of the Participant’s Excess Pension 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.

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ARTICLE V

DISTRIBUTION OF LARGEST PLAN BENEFIT

     5.1 Distribution of Largest Plan Benefit. Unless otherwise previously elected by the Participant, a Participant who meets the eligibility requirements for an Excess Pension Program Benefit and who also meets the eligibility requirements for an Executive Supplemental Pension Program Benefit, shall automatically be provided at the Participant’s Termination or Retirement the larger of the two Program benefits (i.e. the greater of the Participant’s Excess Pension Program Benefit or the Participant’s Executive Supplemental Pension Program Benefit).

     In making the determination required under this Section 5.1 hereof, the Corporation shall rely upon calculations made by independent actuaries for the Pension Plan, who shall apply the actuarial assumptions and interest rate then in use under the Pension Plan for converting the Participant’s Excess Pension Program Benefit to a single life annuity form of payment. The Participant automatically shall receive the Program Benefit that provides the Participant with the largest monthly single life annuity benefit.

     5.2 Beneficiary Distribution of Largest Plan Benefit.

(a)	Upon the death of a Participant meeting eligibility requirements for an Excess Pension Program Benefit and the eligibility requirements for an Executive Supplemental Pension Program Benefit there shall be paid to the Participant’s Beneficiary the larger of the two Programs’ death benefit. Such death benefit shall be paid to the Beneficiary in the form of a single life annuity.
(b)	In the event of a Participant’s death after the Participant has commenced distribution of his or her Plan benefit, there shall be paid to the Participant’s Beneficiary only those survivor benefits provided under the form of benefit payment elected by the Participant.

ARTICLE VI

ADMINISTRATION

     6.1 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 deems 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

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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 6.2. The Plan Year, for purposes of Plan administration, shall be the calendar year.

     6.2 Claims Review Procedure. Whenever the Plan Administrator decides for whatever reason to deny, whether in whole or in part, a claim for benefits under the 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 the Claimant receives such notice, Claimant 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 Claimant’s authorized representative may request that the claim denial be reviewed by filing with the Plan Administrator a written request therefore, which request shall contain the following information:

(i)	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 (i);
(ii)	the specific portions of the denial of the Claimant’s claim which the Claimant requests the Plan Administrator to review;
(iii)	a statement by the Claimant setting forth the basis upon which Claimant believes the Plan Administrator should reverse its previous denial of the Claimant’s claim and accept the Claimant’s claim as made; and
(iv)	any written material which the Claimant desires the Plan Administrator to examine in its consideration of the Claimant’s position as stated pursuant to paragraph (iii) 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, which shall, within sixty (60) days after receipt of the request form, review and render a written decision on the claim containing the specific reasons for the decision including reference to Plan provisions upon which the decision is based. All findings, decisions, and determinations of any kind made by the Plan Administrator shall not be modified unless the Plan Administrator has acted in an arbitrary and capricious manner. Subject to the requirements of law, the Plan Administrator shall be the sole judge of the standard of proof required in any claim for benefits, and any determination of eligibility for a benefit. All decisions of the Plan Administrator shall be binding on the Claimant and upon all other Persons. 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 VII

CORPORATE ASSETS

     All benefits paid under the Plan shall be payable solely out of the general assets of the Corporation. The Corporation shall have no obligation to establish a trust to fund its obligation to pay

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benefits under the Plan or to insure any benefits under the Plan and 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. The Corporation may, in its sole discretion, combine the payment due and owing under the Plan with one or more other payments owing to the Participant or the Participant’s Beneficiary under any other plan, contract, or otherwise (other than any payment due under the Pension Plan) in one check, direct deposit, wire transfer, or other means of payment.

ARTICLE VIII

AMENDMENT AND TERMINATION

     8.1 Termination or Amendment. The Corporation reserves the right to amend or terminate the Plan at any time by action of its Board of Directors, or any duly authorized Committee thereof; provided, however, that no such action shall adversely affect any Participant who has met the age and service requirements of Section 3.1 or any Participant or Participant’s Beneficiary who is receiving or who is eligible to receive an Excess Pension Benefit hereunder, unless an equivalent benefit is provided under another plan maintained by an Employer. No amendment or termination will result in an acceleration of Excess Pension Benefits in violation of Section 409A of the Code.

     8.2 Effect of Plan Termination. Notwithstanding anything to the contrary contained in the Plan, the termination of the Plan shall terminate the liability of the Corporation and all Employers to provide for future benefits under the Plan.

ARTICLE IX

MISCELLANEOUS

     9.1 Interest of Participant. The obligation of the Employer and of the Corporation to provide a Participant or the Participant’s Beneficiary with an Excess Pension Benefit under the Plan merely constitutes the unsecured promise of the Employer and the Corporation to make payments as provided herein and no person shall have any interest in, or a lien or prior claim on any property of the Employer or Corporation.

     9.2 Benefits. Nothing in the Plan shall be construed to confer any right or claim upon any person, firm, or corporation other than the Participant and the Participant’s Beneficiary who may become entitled to an Excess Pension Benefit under the Plan.

     9.3 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 benefit 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 the Participant’s Plan benefit shall be liable for or subject to the debts, contracts, liabilities, or torts of the Participant or his or her Beneficiary. If the Participant or the Participant’s Beneficiary becomes bankrupt or attempts to alienate, sell, assign, pledge, encumber, or charge any right under the Plan or the Participant’s Plan benefit, such attempt shall be void and unenforceable.

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     9.4 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.

     9.5 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.

     9.6 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 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.

     9.7 Expenses. The Corporation will pay all Plan expenses.

     9.8 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.

     9.9 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.

     9.10 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.

     9.11 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.

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

     9.13 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.

     9.14 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

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further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of the Employer.

     9.15 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

     9.16 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 X

CHANGE OF CONTROL

     Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control, a Participant’s interest in his or her Excess Pension Benefit shall vest, and the Participant shall be entitled to receive an immediate distribution of his or her Excess Pension Benefit, if on and after a Change of Control (i) the Participant’s employment is terminated by his or her Employer and any other Employer without cause, or (ii) the Participant resigns within two years following a Change of Control as a result of the Participant’s mandatory relocation, reduction in the Participant’s base salary, reduction in the Participant’s average annual incentive compensation (unless such reduction is attributable to the overall corporate or business unit performance) or the Participant’s exclusion from stock option programs as compared to comparably situated Employees.

     For purposes of this Article X hereof, “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.

ARTICLE XI

COMPLIANCE WITH
SECTION 409A CODE

     The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Corporation to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005. Notwithstanding any provision of the Plan to the contrary, no otherwise permissible election, deferral, accrual, or distribution shall be made or given effect under the Plan that

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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, the Participant’s Excess Pension Benefits shall not be distributed to the 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);
(b)	the Participant’s Disability, or
(c)	the 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 Excess Pension 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).

     IN WITNESS WHEREOF, KeyCorp has caused this KeyCorp Second Excess Cash Balance Pension 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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