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Exhibit 10.25
KEYCORP
DIRECTORS' SURVIVOR BENEFIT PLAN
Effective as of September 1, 1990
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TABLE OF CONTENTS
PAGE
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ARTICLE I PURPOSE EFFECTIVE DATE 1
ARTICLE II DEFINITIONS 1
2.1 Beneficiary 1
2.2 Board 1
2.3 Committee 1
2.4 Company 1
2.5 Participant 2
2.6 Participation Agreement 2
2.7 Year of Service 2
ARTICLE III PARTICIPATION 2
3.1 Eligibility and Participation 2
3.2 Suicide 2
ARTICLE IV BENEFITS 3
4.1 Death During Active Service
on the Board 3
4.2 Death After Termination of
Board Service 3
4.3 Payment of Benefits 4
ARTICLE V BENEFICIARY DESIGNATION 4
5.1 Beneficiary Designation 4
5.2 Changing Beneficiary 4
5.3 Community Property 4
5.4 No Beneficiary Designation 6
ARTICLE VI ADMINISTRATION 6
6.1 Committee Duties 6
6.2 Agents 7
6.3 Binding Effect of Decisions 7
6.4 Indemnity of the Committee 7
(i)
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TABLE OF CONTENTS
(Continued)
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ARTICLE VII CLAIMS PROCEDURE 7
7.1 Claim 7
7.2 Review of Claim 8
7.3 Notice of Denial of Claim 8
7.4 Reconsideration of Denied Claim 9
7.5 Company to Supply Information 10
ARTICLE VIII TERMINATION AMENDMENT 11
8.1 Amendment 11
8.2 Termination 11
ARTICLE IX MISCELLANEOUS 11
9.1 Unsecured General Creditor 11
9.2 Trust Fund 12
9.3 Nonassignability 12
9.4 Not A Contract of Employment 13
9.5 Protective Provisions 13
9.6 Governing Law 13
9.7 Validity 13
9.8 Notice 13
9.9 Successors 14
(ii)
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KEYCORP
DIRECTORS' SURVIVOR BENEFIT PLAN
ARTICLE I
PURPOSE: EFFECTIVE DATE
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The purpose of this Directors' Survivor Benefit Plan (hereinafter
referred to as the "Plan"), is to provide death benefits to the Beneficiaries of
eligible Directors of KeyCorp. It is intended that the Plan will aid in
retaining and attracting Directors of exceptional ability by providing them with
these benefits. This Plan shall be effective as of September 1, 1990.
ARTICLE II
DEFINITIONS
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For purposes of this plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:
2.1 BENEFICIARY. "Beneficiary" means the person, persons or entity
entitles under Article V to receive Plan benefits payable upon a Participant's
death.
2.2 BOARD. "Board" means the Board of Directors of KeyCorp.
2.3 COMMITTEE. "Committee" means the Compensation Committee of the
Board.
2.4 COMPANY. "Company means KeyCorp, a New York Corporation, or any
successor to the business thereof.
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2.5 PARTICIPANT. "Participant" means any individual who meets the
conditions for participation described in Article III.
2.6 PARTICIPATION AGREEMENT. "Participation Agreement" means the
agreement filed by a Participant on a form prescribed by the Committee which
acknowledges assent to the terms of the Plan.
2.7 YEAR OF SERVICE. "Year of Service" means twelve (12) months of
service on the Board.
ARTICLE III
PARTICIPATION
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3.1 ELIGIBILITY AND PARTICIPATION.
(a) ELIGIBILITY. Eligibility to participate in the Plan shall
be limited to Directors of the Company.
(b) PARTICIPATION. A Director's participation in the Plan
shall be effective upon notification of the Director of eligibility to
participate, completion of a Participation Agreement by the Director
and acceptance of the Participation Agreement by the Committee.
3.2 SUICIDE. No benefits shall be paid under this Plan upon the death
of a Participant by reason of suicide within twenty-four (24) months after
signing a Participation Agreement.
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ARTICLE IV
BENEFITS
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4.1 DEATH DURING ACTIVE SERVICE ON THE BOARD. Upon the death of a
Participant who is a member of the Board of Directors, the Company shall pay the
Participant's Beneficiary one hundred thousand dollars ($100,000) plus the
amount needed to pay all federal and state income taxes on the benefit herein
provided, based upon the highest combined federal and state marginal tax rate
applicable to the Beneficiary in the year of the Participant's death.
4.2 DEATH AFTER TERMINATION OF BOARD SERVICE.
(a) If a Participant terminates service on the Board after
five (5) or more Years of Service, upon the death of the Participant,
the Company shall pay the Participant's Beneficiary one hundred
thousand dollars ($100,000) plus the amount needed to pay all federal
and state income taxes on the benefit provided, based upon the highest
combined federal and state marginal tax rate applicable to the
Beneficiary in the year of the Participant's death.
(b) If a Participant terminates service on the Board with less
than five (5) Years of Service, no benefits shall be payable under this
Plan to either the Participant or the Participant's Beneficiary.
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4.3 PAYMENT OF BENEFITS. Any benefits due to a Beneficiary under this
plan shall be payable within one hundred twenty (120) days after all documents
prescribed by the Committee have been forwarded to the Company.
ARTICLE V
BENEFICIARY DESIGNATION
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5.1 BENEFICIARY DESIGNATION. Subject to Section 5.3, 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 the Participant's death. Each Beneficiary
designation shall be in written form prescribed by the Committee and shall be
effective only when filed with the Committee during the Participant's lifetime.
5.2 CHANGING BENEFICIARY. Subject to Section 5.3, 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
Committee. The filing of a new designation shall cancel all designations
previously filed.
5.3 COMMUNITY PROPERTY. If the Participant resides in a community
property state, the following rules shall apply:
(a) Designation by a married Participant of a Beneficiary
other than the Participant's spouse shall not be effective unless the spouse
executes a written consent that acknowledges the effect of the designation, or
it is
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established the consent cannot be obtained because the spouse cannot be located.
(b) A married Participant's Beneficiary designation may be
changed by a Participant with the consent of the Participant's spouse as
provided for in Section 5.3(a) by the filing of a new designation with the
Committee.
(c) If the Participant's marital status changes after the
Participant has designated a Beneficiary, the following shall apply:
(i) If the Participant is married at the time of
death but was unmarried when the designation was made, the
designation shall be void unless the spouse has consented to
it in the manner prescribed in Section 5.3(a).
(ii) If the Participant is unmarried at the time of
death but was married when the designation was made:
a) The designation shall be void if the
spouse was named as Beneficiary.
b) The designation shall remain valid if a
nonspouse Beneficiary was named.
(iii) If the Participant was married when the
designation was made and is married to a different spouse at
death, the designation shall be void unless
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the new spouse has consented to it in the manner prescribed above.
5.4 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 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;
(c) The Participant's estate.
ARTICLE VI
ADMINISTRATION
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6.1 COMMITTEE DUTIES. This Plan shall be administered by the
Compensation Committee of the Board. The Committee shall have the authority to
make, amend, interpret and enforce all appropriate rules and regulations for the
administration of the Plan and decide or resolve any and all questions,
including interpretations of the Plan, as may arise in such administration.
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A majority vote of the Committee members shall control any decision. Members of
the Committee may be Participants under this Plan.
6.2 AGENTS. The Committee may, from time to time, employ other agents
and delegate to them such administrative duties as it sees fit, and may from
time to time consult with counsel who may be counsel to Company.
6.3 BINDING EFFECT OF DECISIONS. The decision or action of the
Committee in respect of any questions arising out of or in connection with the
administration, interpretation and application of the Plan in the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in Plan.
6.4 INDEMNITY OF THE COMMITTEE. Company shall indemnify and hold
harmless the Committee against any and all claims, loss, damage, expense or
liability arising from any action or failure to act with respect to this Plan,
except in the case of gross negligence or willful misconduct.
ARTICLE VII
CLAIMS PROCEDURE
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7.1 CLAIM. The Committee shall establish rules and procedures to be
followed by Participants and Beneficiaries in (a) filing claims for benefits,
and (b) for furnishing and verifying proofs necessary to establish the right to
benefits in accordance with the Plan, consistent with the remainder of this
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Article. Such rules and procedures shall require that claims and proofs be made
in writing and directed to the Committee.
7.2 REVIEW OF CLAIM. The Committee shall review all claims for
benefits. Upon receipt by the Committee of such a claim, it shall determine all
facts which are necessary to establish the right of the claimant to benefits
under the provisions of the Plan and the amount thereof as herein provided
within ninety (90) days of receipt of such claim. If prior to the expiration of
the initial ninety (90) day period, the Committee determines additional time is
needed to come to a determination on the claim, the Committee shall provide
written notice to the Participant, Beneficiary or other claimant of the need for
the extension, not to exceed a total of one hundred eighty (180) days from the
date the application was received.
7.3 NOTICE OF DENIAL OF CLAIM. In the event that any Participant,
Beneficiary or other claimant claims to be entitled to a benefit under the Plan,
and the Committee determines that such claim should be denied in whole or in
part, the Committee shall, in writing, notify such claimant that the claim has
been denied, in whole or in part, setting forth the specific reasons for such
denial. Such notification shall be written in a manner reasonably expected to be
understood by such claimant and shall refer to the specific sections of the Plan
relied on, shall describe any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary, and where appropriate,
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shall include an explanation of how the claimant can obtain reconsideration of
such denial.
7.4 RECONSIDERATION OF DENIED CLAIM.
(a) Within sixty (60) days after receipt of the notice of the
denial of a claim, such claimant or duly authorized representative may
request, by mailing or delivery of such written notice to the
Committee, a reconsideration by the Committee of the decision denying
the claim. If the claimant or duly authorized representative fails to
request such a reconsideration within such sixty (60) day period, it
shall be conclusively determined for all purposes of this Plan that the
denial of such claim by the Committee is correct. If such claimant or
duly authorized representative requests a reconsideration within such
sixty (60) day period, the claimant or duly authorized representative
shall have thirty (30) days after filing a request for reconsideration
to submit additional written material in support of this claim, review
pertinent documents, and submit issues and comments in writing.
(b) After such reconsideration request, the Committee shall
determine within sixty (60) days of receipt of the claimant's request
for reconsideration whether such denial of the claim was correct and
shall notify such claimant in writing of its determination. The written
notice of decision shall be in writing and shall include specific
reasons for the decision, written in a manner calculated to
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be understood by the claimant, as well as specific references to the
pertinent Plan provisions on which the decision is based. In the event
of special circumstances determined by the Committee, the time for the
Committee to make a decision may be extended by an additional sixty
(60) days upon written notice to the claimant prior to the commencement
of the extension. If such determination is favorable to the claimant,
it shall be binding and conclusive. If such determination is adverse to
such claimant, it shall be binding and conclusive unless the claimant
or his duly authorized representative notifies the Committee within
ninety (90) days after mailing or delivery to the claimant by the
Committee of its determination that claimant intends to institute legal
proceedings challenging the determination of the Committee and actually
institutes such legal proceeding within one hundred eighty (180) days
after such mailing or delivery.
7.5 COMPANY TO SUPPLY INFORMATION. To enable the Committee to perform
its functions, the Company shall supply full and timely information to the
Committee of all matters relating to the retirement, death or other cause for
termination of employment of all Participants, and such other pertinent facts as
the Committee may require.
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ARTICLE VIII
TERMINATION AMENDMENT
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8.1 AMENDMENT. The Board may, in its sole discretion, amend this Plan
at any time or from time to time. Any amendment may provide different benefits
or amounts of benefits from those herein set forth. However, no such amendment
shall reduce the amount of benefit payable with respect to a Participant who has
terminated service on the Board before the effective date of the amendment.
8.2 TERMINATION. The Board may, in its sole discretion, terminate this
Plan at any time. The Participants shall have no right to continuation of the
death benefit protection provided by this Plan. However, no such termination
shall prevent the payment of benefits with respect to Participants who have
terminated service on the Board before the effective date of termination.
ARTICLE IX
MISCELLANEOUS
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9.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of Company, nor shall they be Beneficiaries
of, or have any rights, claims or interests in any life insurance policies or
the proceeds therefrom owned or which may be acquired by the Company. Any and
all other Company assets and policies shall be, and
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remain, the general, unpledged, and unrestricted assets of the Company.
Company's obligation under the Plan shall be that of an unfunded and unsecured
promise of Company to pay money.
9.2 TRUST FUND. At its discretion, Company may establish one or more
trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of benefits owed under the Plan. Although such a trust
shall be irrevocable, its assets shall be held for payment of all Company's
general creditors in the event of insolvency or bankruptcy. To the extent any
benefits provided under the Plan are paid from any such trust, Company shall
have no further obligation to pay them. If not paid from the trust, such
benefits shall remain the obligation of Company.
9.3 NONASSIGNABILITY. A Participant, Beneficiary nor any other person
shall have no right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in advance of
actual receipt the amounts, if any, payable hereunder, or any part thereof. Such
amounts and all rights under this Plan are expressly declared to be unassignable
and nontransferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.
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9.4 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between Company and
the Participant, and the Participant or Beneficiary shall have no rights against
Company except as may otherwise be specifically provided herein. Moreover,
nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of Company or to interfere with the right of Company to
discipline or discharge the Participant at any time.
9.5 PROTECTIVE PROVISIONS. A Participant or Beneficiary will cooperate
with Company by furnishing any and all information requested by Company, in
order to facilitate the payment of benefits hereunder, and by taking such
physical examinations as Company may deem necessary and taking such other action
as may be requested by Company.
9.6 GOVERNING LAW. The provision of this Plan shall be construed and
interpreted according to the laws of the State of New York.
9.7 VALIDITY. In case any provision of this Plan shall be held illegal
or invalid for any reasons, 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.
9.8 NOTICE. Any notice or firing required or permitted to be given to
the Committee under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or
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certified mail to the Committee. 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 on the receipt for registration or certification.
9.9 SUCCESSORS. Provisions of this Plan shall bind and inure to the
benefit of KeyCorp 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 KeyCorp, and successors of any such corporation or
other business entity. IN WITNESS WHEREOF, and pursuant to resolution of the
Board of KeyCorp, such corporation has caused this instrument to be executed by
its duly authorized officers effective as of September 1, 1990.
KEYCORP
By: ______________________
Chairman
By: ______________________
Dated: ______________________
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