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                                                                    EXHIBIT 10.4

                                     SECOND
                                    AMENDMENT
                                 TO THE KEYCORP
                        EXCESS CASH BALANCE PENSION PLAN

         WHEREAS, KeyCorp has established the KeyCorp Excess Cash Balance
Pension Plan (the "Plan"), and

         WHEREAS, the Board of Directors of KeyCorp has authorized its
Compensation Committee to permit amendments to the Plan, and

         WHEREAS, the Compensation Committee of the Board of Directors of
KeyCorp has determined it desirable to amend the Plan and has accordingly
authorized the execution of this Second Amendment,

         NOW, THEREFORE, pursuant to such action of the Compensation Committee,
the Plan is hereby amended as follows:

         1.       Article III, Section 3.1 shall be amended to delete it in its
     entirety and to substitute therefore the following:

                  "3.1 ELIGIBILITY. A Participant 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 upon becoming Disabled
                  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.

                  Effective January 1, 2003 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
                  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 in
                  its sole and absolute discretion shall determine whether a
                  Participant has been Discharged for Cause.

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                  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 election requirements
                  of Article V of the Plan."

         2.       The amendment set forth in Paragraph 1 shall be effective as
                  of January 1, 2003.

         3.       Except as otherwise amended herein, the Plan shall remain in
                  full force and effect.


         IN WITNESS WHEREOF, KeyCorp has caused this Second Amendment to the
Plan to be executed by its duly authorized officer to be effective as of the
first day of January, 2003.

                                    KEYCORP

                                    By: /s/ Steven N. Bulloch
                                       ------------------------------
                                    Title: Assistant Secretary
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