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                                                                    EXHIBIT 10.1

                                     KEYCORP

                            AWARD OF RESTRICTED STOCK

<<First>> <<Middle>> <<Last>>

         By action of the Compensation Committee ("Committee") of the Board of
Directors of KeyCorp, taken pursuant to the KeyCorp Amended and Restated 1991
Equity Compensation Plan ("Plan") on January 16, 2003, you have been awarded
<<Restricted_Shares>> shares of Restricted Stock. (Unless otherwise indicated,
the capitalized terms used herein shall have the same meaning as set forth in
the Plan.)

                  1. One-half of the Restricted Stock ("the Time Lapse
         Restricted Shares") may not be sold, transferred, otherwise disposed
         of, pledged or otherwise hypothecated until 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 upon which your employment terminates under
                  circumstances entitling you to receive severance benefits or
                  salary continuation benefits under KeyCorp Separation Pay Plan
                  or under any employment or change of control or similar
                  arrangement or agreement.

                  2. The remaining one-half of the Restricted Stock ("the
         Performance Accelerated Restricted Shares") may not be sold,
         transferred, otherwise disposed of, pledged, or otherwise hypothecated
         until the earliest of the following shall occur:

                  a)  December 31, 2009;

                  b) the percentage increase in KeyCorp'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 Regional Bank Index (If at any time the
                  Standard & Poor's Regional Bank Index ceases to be published
                  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 Regional Bank Index and (ii) decide
                  whether to use that other index

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                  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.

                  3. If you shall die or become Disabled prior to the lapse of
         the restrictions on the Time Lapse Restricted Shares, then a pro rata
         number of the Time Lapse Restricted Shares shall be retained by you or
         your estate and become freely transferable upon death or Disability but
         the remainder shall immediately be forfeited upon your death or
         Disability, as the case may be.

                  4. The restrictions shall lapse upon a pro rata number of the
         Time Lapse Restricted Shares when you have been continuously employed
         by KeyCorp and reach age 65 and each year thereafter that you remain
         employed by KeyCorp on your birthday the restrictions shall lapse on
         the lesser of an additional one-third of the Time Lapse Restricted
         Shares or the number of Time Lapse Restricted Shares remaining in your
         award.

                  5. The Time Lapse Restricted Shares shall immediately be
         forfeited if you retire between the ages of 55 and 65 prior to the
         lapse of the restrictions; provided, however, that the Committee may in
         its sole discretion determine that a pro rata number of the Time Lapse
         Restricted Shares shall be retained by you and become freely
         transferable upon retirement but that the remainder shall immediately
         be forfeited upon your retirement.

                  6. If you retire at age 65 or older, die or become Disabled
         prior to the lapse of the restrictions on the Performance Accelerated
         Restricted Shares and such shares thereafter cease to be restricted
         because of the performance of KeyCorp's average daily stock price plus
         dividends, then a pro rata number of the Performance Accelerated
         Restricted Shares shall be retained by you or your estate and become
         freely transferable if and when the restrictions lapse because of the
         performance of KeyCorp's average daily stock price plus dividends but
         the remainder shall immediately be forfeited upon your retirement,
         death, or Disability, as the case may be, and if the restrictions do
         not lapse as a result of performance of KeyCorp's average daily stock
         price plus dividends, the pro rata number of Performance Accelerated
         Restricted Shares retained by you or your estate shall be forfeited on
         December 31, 2005.

                  7. The Performance Accelerated Restricted Shares shall be
         forfeited if you retire between the ages of 55 and 65 prior to the
         lapse of the restrictions; provided, however, that the Committee may in
         its sole discretion determine that a pro rata number of shares shall be
         retained by you and become freely transferable if and when the
         performance of KeyCorp's average daily stock price plus dividends meets
         the requirements of this Agreement but that the remainder of the shares
         shall immediately be forfeited upon your retirement, and if the
         restrictions do not lapse as

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         a result of performance of KeyCorp's average daily stock price plus
         dividends, the pro rata number of Performance Accelerated Restricted
         Shares retained by you shall be forfeited on December 31, 2005.

                  8. For purposes of this Agreement, the pro rata number of
         shares of Restricted 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.

                  9. The Restricted Stock shall be immediately forfeited if your
         employment with KeyCorp terminates prior to the date of the lapse of
         the restrictions as set forth earlier in this Agreement unless your
         employment terminates because of death, Disability, or retirement (in
         which case the specific provisions set forth earlier in this Agreement
         shall apply).

                  10. The Restricted Stock upon which the restrictions have
         lapsed nevertheless may not be sold or otherwise transferred until and
         unless you meet KeyCorp's Stock Ownership Guidelines or terminate your
         employment with KeyCorp; provided, however, that notwithstanding the
         foregoing you shall be permitted to sell the number of shares necessary
         to satisfy any withholding tax obligation that may arise in connection
         with the lapse of any restriction on the Restricted Stock.

                  11. If the lapse of the restrictions on the Restricted Stock
         would result in compensation to you that if earned would not be
         deductible by KeyCorp 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 Restricted Stock shall be
         exchanged for an award of equal value which shall be deferred into and
         remain in the KeyCorp 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 paragraph, then any provision in any KeyCorp Plan, Employment
         Agreement, or similar agreement or arrangement requiring a deferral by
         you because of Section 162(m) shall be deemed waived by KeyCorp with
         respect to the Restricted Stock.

                  12. You may elect to exchange Restricted Stock for an award of
         equal value which shall be deferred into the Deferred Plan Common Stock
         Account; provided, however, that such election shall be made at least
         one year prior to the lapse of the restrictions upon the Restricted
         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
         (i.e., daily average stock price performance) set forth in this
         Agreement, in the Committee's sole discretion, to take into account
         changed circumstances which, in the Committee's judgment, make the

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         performance criteria inapplicable, inappropriate, or otherwise
         undesirable. Consistent with the provisions of the Plan, 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. If you are an officer for purposes of Section 16 of the
         Securities Exchange Act of 1934, you shall be permitted to satisfy, in
         whole or in part, any withholding tax obligation that may arise in
         connection with the lapse of any restriction on the Restricted Stock by
         delivering to KeyCorp in Common Shares an amount equal to the
         withholding tax obligation arising with respect to such lapse.

                  15. Notwithstanding any other provisions of this Agreement, if
         you engage in any "harmful activity" (as defined in Section 16 of the
         Plan) prior to or within six months after the termination of your
         employment with KeyCorp, then any and all shares of Restricted Stock
         which have vested on or after one year prior to termination of
         employment shall be immediately forfeited to KeyCorp and the sales
         price realized upon the sale of any such shares of Restricted Stock by
         you shall inure to and be payable to KeyCorp upon demand.

                  16. The provisions of Section 11 of the Plan entitled
         "Acceleration upon Change of Control" shall not apply to the Time Lapse
         Restricted Shares at any time and shall not apply to the Performance
         Accelerated Restricted Shares after December 31, 2005.

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

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                      ACCEPTANCE OF RESTRICTED STOCK AWARD

         I acknowledge receipt of the above award and in consideration thereof I
accept such award subject to the terms and conditions of the Plan (including,
without limitation, the Harmful Activity provisions thereof) and the
restrictions upon me as set forth hereinafter.

         My agreement to the following restrictions is (i) 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,
and (ii) independent of any Plan provisions.

         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.

         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

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                  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 RESTRICTED 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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