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                                                                    EXHIBIT 10.2

                                     KEYCORP
                             AWARD OF PHANTOM STOCK

HENRY L. MEYER III

         By action of the Compensation Committee ("Committee") of the Board of
Directors of KeyCorp on January 16, 2003, you have been awarded 40,485 shares of
Phantom Stock.

                  1. Each share of Phantom Stock shall have a value equal to the
         Fair Market Value (as defined in the Amended and Restated 1991 Equity
         Compensation Plan as amended from time to time ("1991 Plan")) of a
         KeyCorp Common Share on the date of this award and shall thereafter
         reflect the gains and losses attributable to such Common Shares.

                  2. An amount equal to the cash dividend payable on an
         equivalent number of Common Shares shall be paid to you on the Phantom
         Stock on each date that a cash dividend is payable on the Common
         Shares; provided however, that additional amounts shall be paid as are
         necessary to put you in the same after-tax position (including the
         gross-up for taxes on the additional amounts paid) as you would have
         been in if for purposes of federal, state, and local taxes you had
         received cash dividends on Common Shares.

                  3. The value of 13,495 shares of the Phantom Stock ("the Time
         Lapse Phantom Shares") shall be paid in cash to you on the earlier of
         the following:

                  a)  December 31, 2005; or

                  b) the date not more than two years on or after a "Change of
                  Control" (as defined in the 1991 Plan) upon which your
                  employment terminates under circumstances entitling you to
                  receive severance benefits or salary continuation benefits
                  under the Corporation's Separation Pay Plan or under any
                  employment or change of control or similar arrangement or
                  agreement.

                  4. The value of the remaining 26,990 shares of the Phantom
         Stock ("the Performance Accelerated Phantom Shares") shall be paid in
         cash to you on the date when the earliest of the following shall occur:

                  a)  December 31, 2009;

                  b) the percentage increase in the Corporation's average daily
                  stock price plus dividends for the years 2003 through 2005
                  exceeds the percentage increase in the average daily stock
                  price plus dividends of the median of the banks which comprise
                  the Standard & Poor's 500 Banks Index (If at any time the
                  Standard & Poor's 500 Banks Index ceases to be published



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                  or is altered in such manner as to make its use as a
                  comparative reference inappropriate, as determined by the
                  Committee in its sole discretion, then the Committee shall (i)
                  select such other index as is then available that the
                  Committee deems most appropriate to use as a substitute for
                  the Standard & Poor's 500 Banks Index and (ii) decide whether
                  to use that other index to determine whether the condition of
                  this paragraph has been met); or

                  c)  the first day on which a Change of Control occurs on or
                  before December 31, 2005.

                  5. If you shall die or become disabled prior to the payable
         date for the Time Lapse Phantom Shares, then the value of a pro rata
         number of the Time Lapse Phantom Shares shall be paid to you or your
         estate upon death or "Disability" (as defined in the 1991 Plan) but
         that the remaining shares shall immediately be forfeited upon your
         death or Disability, as the case may be.

                  6. The Time Lapse Phantom Shares shall immediately be
         forfeited if you retire between the ages of 55 and 65 prior to the
         payable date for such Shares; provided, however, that the Committee may
         in its sole discretion determine that the value of a pro rata number of
         the Time Lapse Phantom Shares shall be paid to you upon retirement but
         that the remaining Time Lapse Phantom Shares shall immediately be
         forfeited upon your retirement.

                  7. If you shall die or become Disabled prior to the payable
         date for the Performance Accelerated Phantom Shares and the value of
         such shares thereafter becomes payable because of the performance of
         the Corporation's average daily stock price plus dividends, then the
         value of a pro rata number of the Performance Accelerated Phantom
         Shares shall be paid to you or your estate if and when the value of
         such Shares becomes payable because of the performance of the
         Corporation's average daily stock price plus dividends but the
         remainder of the Performance Accelerated Phantom Shares shall
         immediately be forfeited upon your death or Disability, as the case may
         be, and if the value of such shares does not become payable as a result
         of performance of the Corporation's average daily stock price, the pro
         rata number of Performance Accelerated Phantom Shares shall be
         forfeited on December 31, 2005.

                  8. The Performance Accelerated Performance Shares shall be
         forfeited if you shall retire between the ages of 55 and 65 prior to
         the payable date for such Shares; provided, however, that the Committee
         may in its sole discretion determine that the value of a pro rata
         number of shares shall be paid to you if and when the performance of
         the Corporation's average daily stock price plus dividends meets the
         requirements of this award but that the remainder of the shares shall
         immediately be forfeited upon your retirement, and if the value of such
         Shares does not become payable as a result of performance of the
         Corporation's average daily stock price plus dividends, the pro rata

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         number of Performance Accelerated Phantom Shares shall be forfeited on
         December 31, 2005.

                  9. For purposes of this award, the pro rata number of shares
         of Phantom Stock granted to you shall be based on a fraction the
         numerator of which is the number of months beginning in January 2003
         that are completed prior to your change of status and the denominator
         of which is 36.

                  10. The Phantom Stock shall be immediately forfeited if your
         employment with the Corporation terminates prior to the date of payment
         set forth in the preceding provisions of this award unless your
         employment terminates because of death, Disability, or retirement (in
         which case the specific provisions of the foregoing paragraphs of this
         award shall apply).

                  11. If the payment of the value of the Phantom Stock would
         result in compensation to you that if earned would not be deductible by
         the Corporation by reason of the disallowance rules of Section 162(m)
         of the Internal Revenue Code but would be deductible if deferred until
         a later year, then the Committee in its sole discretion may require
         that all or a portion of the Phantom Stock shall be deferred into and
         remain in the Corporation Deferred Compensation Plan ("Deferred Plan")
         Common Stock Account pursuant to the provisions of the Deferred Plan;
         provided that if the Committee shall not require a deferral pursuant to
         this award, then any provision in any Corporation Plan, Employment
         Agreement, or similar agreement or arrangement requiring a deferral by
         you because of Section 162(m) shall be deemed waived by the Corporation
         with respect to the Phantom Stock.

                  12. You may elect to defer the payment of the value of the
         Phantom Stock into the Deferred Plan Common Stock Account; provided,
         however, that such election shall be made at least one year prior to
         the payable date for the Phantom Stock and provided further that the
         deferred award may not be transferred to another account in the
         Deferred Plan.

                  13. The Committee reserves the right to (at any time and from
         time to time) make adjustments in or alter the performance criteria set
         forth in this award, in the Committee's sole discretion, to take into
         account changed circumstances which, in the Committee's judgment, make
         the performance criteria inapplicable, inappropriate, or otherwise
         undesirable and that the determination by the Committee as to whether
         the performance criteria have been satisfied or should be adjusted or
         altered shall be final and conclusive.

                  14. Notwithstanding any other provisions of this award, if you
         engage in any "harmful activity" (as defined in the 1991 Plan) prior
         to or within six months after your termination of employment with the
         Corporation, then any payment of the value of the Phantom Stock on or
         after one year prior to termination of employment shall inure to and be
         payable to the Corporation upon demand.

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                  15. Until December 31, 2005 but not thereafter, the payment of
         the value of the Performance Accelerated Phantom Shares shall be
         subject to an "Acceleration upon Change of Control" (as defined in the
         1991 Plan) and the payment of the value of the Time Lapse Phantom
         Shares shall never be subject to an Acceleration upon Change of
         Control.

         January 16, 2003                              /s/ Thomas E. Helfrich
                                                       ------------------------
                                                       Thomas E. Helfrich
                                                       Executive Vice President

                        ACCEPTANCE OF PHANTOM STOCK AWARD

         I acknowledge receipt of the above award and in consideration thereof I
accept such award subject to the restrictions upon me as set forth hereinafter.

         My agreement to the following restrictions is in addition to (and not
in limitation of) any other agreements, plans, policies, or practices that are
applicable to me as a KeyCorp or Subsidiary (collectively "Key") employee.

         1.       I recognize the importance of preserving the confidentiality
                  of Non-Public Information of Key. Therefore, I acknowledge and
                  agree that: (a) during my employment with Key, I will acquire,
                  reproduce, and use such Non-Public Information only to the
                  extent reasonably necessary for the proper performance of my
                  duties; (b) during and after my employment with Key, I will
                  not use, publish, sell, trade or otherwise disclose such
                  Non-Public Information; and (c) upon termination of my
                  employment with Key, I will immediately return to Key all
                  documents, data, and things in my possession or to which I
                  have access that involve such Non-Public Information. I agree
                  to sign nondisclosure agreements in favor of Key and others
                  doing business with Key with whom Key has a confidential
                  relationship.

         2.       I acknowledge and agree that the duties of my position at Key
                  may include the development of Intellectual Property.
                  Accordingly, any Intellectual Property which I create with any
                  of Key's resources or assistance, in whole or in part, during
                  my employment with Key, and which pertains to the business of
                  Key, is the property of Key; and I hereby agree to and do
                  assign to Key all right, title, and interest in and to such
                  Intellectual Property, including, without limitation,
                  copyrights, trademarks, service marks, and patents in or to
                  (or associated with) such Intellectual Property and agree to
                  sign patent applications and assignments thereof, without
                  additional compensation.

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         3.       Except in the proper performance of my duties for Key, I
                  acknowledge and agree that from the date hereof through a
                  period of one (1) year after the termination of my employment
                  with Key for any reason, I will not, directly or indirectly,
                  for myself or on behalf of any other person or entity, hire or
                  solicit or entice for employment any Key employee without the
                  written consent of Key, which consent it may grant or withhold
                  in its discretion.

         4.       Except in the proper performance of my duties for Key, I
                  acknowledge and agree that from the date hereof through a
                  period of one (1) year after the termination of my employment
                  with Key for any reason, I will not, directly or indirectly,
                  for myself or on behalf of any other person or entity, call
                  upon, solicit, or do business with (other than for a business
                  which does not compete with any business or business activity
                  conducted by Key) any Key customer or potential customer I
                  interacted with, became acquainted with, or learned of through
                  access to information while I performed services for Key
                  during my employment with Key, without the written consent of
                  Key, which consent it may grant or withhold in its discretion.

         5.       In the event a court of competent jurisdiction determines that
                  any of the restrictions contained in the above numbered
                  paragraphs are excessive because of duration or scope or are
                  otherwise unenforceable, the provisions hereof shall not be
                  void but, with respect to such limitations held to be
                  excessive, they shall be modified to incorporate the maximum
                  limitations such court will permit, not exceeding the
                  limitations contained herein. In the event I engage in any
                  activity in violation hereof, I acknowledge that such activity
                  may cause serious damage and irreparable injury to Key, which
                  will permit Key to terminate my employment (if applicable) and
                  seek monetary damages, and Key shall also be entitled to
                  injunctive, equitable, and other relief. I acknowledge and
                  agree that the validity, interpretation, and performance of
                  this Agreement shall be construed under the laws of Ohio.

BY SIGNING THIS ACCEPTANCE OF PHANTOM STOCK AWARD, YOU ACKNOWLEDGE THAT YOU HAVE
HAD AMPLE OPPORTUNITY TO READ THIS AGREEMENT AND THE PLAN, MAKE A DILIGENT
INQUIRY, ASK QUESTIONS, AND CONSULT WITH YOUR ATTORNEY IF YOU CHOSE TO DO SO.

__________________________________
Sign Your Name

___________________________________
Date

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