Exhibit 10.3



 






Exhibit 10.3




RESTATED AMENDMENT

TO THE KEYCORP

SUPPLEMENTAL RETIREMENT PLAN




     WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement Plan (the “Plan”), a
nonqualified plan of deferred compensation for a certain select group of KeyCorp employees, and



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



     WHEREAS, in conjunction with the enactment of the American Jobs Creation Act of 2004, the
Compensation Committee of the Board of Directors of KeyCorp has determined it desirable to preserve
those earned and vested Plan benefits as of December 31, 2004 in accordance with the law in effect
prior to the enactment of the American Jobs Creation Act of 2004, and accordingly, has authorized
the freezing of the Plan to preserve such participants’ accrued and vested Plan benefits as of
December 31, 2004, as well as the freezing of any additional benefit service under the Plan as of
December 31, 2004, and



     WHEREAS, to effectuate a simplified administration of those December 31, 2004 vested and
frozen Plan benefits under the laws in effect prior to the enactment of the Act, as well as to
comply with the requirements of the Act with regard to those participant Plan benefits that have
not vested as of December 31, 2004, the Compensation Committee has directed the establishment of
the KeyCorp Second Supplemental Retirement Plan.



     NOW, THEREFORE, pursuant to such action of the Compensation Committee, the Amendment to the
Plan is hereby restated to clarify that in conjunction with the freezing of all additional accruals
and benefit service under the Plan as of December 31, 2004, all not vested participant supplemental
retirement benefits as of December 31, 2004 shall be transferred to and calculated under the
provisions of the KeyCorp Second Supplemental Retirement Plan, as follows:



	 	 	 
	          1.

	 	A new Article XI has been added to the Plan to
provide the following:
	 
	

	 	“ARTICLE XI

AMENDMENT TO FREEZE
	 
	

	 	11.1 No New Accruals. As of January 1, 2005 the Plan shall be frozen
with regard to all new accruals, deferrals, and contributions to the Plan and
with respect to any additional Participant Benefit Service under the Plan
after December 31, 2004, and all Participants’ Plan benefits that are earned
and vested as of December 31, 2004 shall be administered in accordance with
the terms of the Plan as frozen and with the requirements of the law in effect
prior to the enactment of Section 409A of the Code. All not vested
Participant supplemental retirement benefits as of December 31, 2004 shall be
transferred to and calculated in accordance with the requirements of the
KeyCorp Second Supplemental Retirement Plan.”
	 
	          2.

	 	The amendment set forth in Paragraphs 1 shall be effective as of December 31, 2004.
	 
	          3.

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





     IN WITNESS WHEREOF, KeyCorp has caused this Restated Amendment to the Plan to be executed by
its duly authorized officer on January 20, 2005, to be effective as of December 28, 2004.



	 	 	 
	

	 	KEYCORP
	 
	

	 	By: /s/ Thomas E. Helfrich
	

	 	 
	 
	

	 	Title: Executive Vice President