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                                                                   EXHIBIT 10.36

                                     KEYCORP

                           EXCESS 401(K) SAVINGS PLAN

         The KeyCorp Excess 401(k) Savings Plan ("Plan") is hereby amended and
restated in its entirety to be effective January 1, 1998. The Plan as amended
and restated is intended to provide certain key employees of KeyCorp with a Plan
benefit that is generally equal to the benefit that the Participant would have
been eligible to receive under the KeyCorp 401(k) Savings Plan but for the
contribution limits imposed by Section 402(g) of the Internal Revenue Code of
1986, as amended (Code) and the compensation limits imposed by Section
401(a)(17) of the Code. It is the intention of KeyCorp, and it is the
understanding of those Participants covered under the Plan that the Plan is
unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").

                                    ARTICLE I

                                   DEFINITIONS

         1.1      MEANING OF DEFINITIONS. For the purposes hereof, the
following words and phrases shall have the meanings hereinafter set forth,
unless a different meaning is plainly required by the context:

                  (a)      "401(k) SAVINGS PLAN" shall mean the KeyCorp 401(k)
         Savings Plan, as shall be amended from time to time.

                  (b)      "BENEFICIARY" shall mean the same person, persons or
         entity as designated by the Participant under the 401(k) Savings Plan
         to receive any Plan benefits payable after a Participant's death.

                  (c)      "CHANGE OF CONTROL" shall be deemed to have occurred
         if under any rabbi trust arrangement maintained by the Corporation, the
         Corporation is required under the terms of such arrangement to fund
         such rabbi trust to secure the payment of any Participants' Plan
         benefits payable hereunder because a "Change of Control" as defined in
         such rabbi trust has occurred after January 1, 1997.

                  (d)      "CODE" shall mean the Internal Revenue Code of 1986,
         as amended from time to time, together with all regulations promulgated
         thereunder. Reference to a section of the Code includes such section
         and any comparable section or sections of any future legislation that
         amends, supplements, or supersedes such section.

                  (e)      "COMPENSATION" of a Participant for any Plan Year or
         any partial Plan Year in which the Participant incurs a Severance From
         Service Date shall mean the entire amount of compensation paid to such
         Participant during such period by reason of his or her employment with
         an Employer, as reported for federal income tax purposes, plus that
         compensation which would have been paid except for (1) the timing of an
         Employer's payroll processing operations, (2) the provisions of the
         401(k) Savings Plan, or (3) the provisions of the KeyCorp Flexible
         Benefits Plan, provided, however, that the term shall not include:
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                  (i)      any amount attributable to the Employee's receipt of
                           stock appreciation rights and the amount of any gain
                           to the Employee upon the exercise of a stock option;

                  (ii)     any amount attributable to the Employee's receipt of
                           non-cash remuneration which is included in the
                           Employee's income for federal income tax purposes;

                  (iii)    any amount attributable to the Employee's receipt of
                           moving expenses and any relocation bonus paid to the
                           Employee during the Plan Year;

                  (iv)     any amount attributable to any severance paid by an
                           Employer or the Corporation to the Employee;

                  (v)      any amount attributable to fringe benefits (cash and
                           non-cash), regardless of whether any or all such
                           items are includible in such Participant's gross
                           income for federal tax purposes;

                  (vi)     any amount attributable to any bonus or payment made
                           as an inducement for the Employee to accept
                           employment with an Employer;

                  (vii)    any amount attributable to compensation of any type
                           including bonus or incentive compensation payments
                           paid on or after the Employee's Severance From
                           Service Date; or

                  (viii)   any amount attributable to compensation deferred by
                           the Participant.

                  In determining a Participant's Compensation under the
         provisions of this Section 1.1(e), for those Plan Participants who
         participate in a line of business incentive plan, only that
         Compensation up to a maximum amount of $500,000 minus the amount of the
         Participant's Compensation utilized in computing his or her 401(k)
         Savings Plan benefit in accordance with Section 401(a)(17) of the Code
         shall be utilized in calculating the Participant's Participant
         Deferrals under this Plan.

                  (f)      "CORPORATE CONTRIBUTIONS" shall mean the amount an
         Employer has agreed to credit on a bookkeeping basis to the
         Participant's Plan Account in accordance with the provisions of Article
         IV of the Plan.

                  (g)      "CORPORATION STOCK FUND" shall mean the investment
         account established under the Plan for bookkeeping purposes under which
         a Participant may elect to have his or her Participant Deferrals
         credited and which mirrors the Corporation Stock Fund established in
         accordance with and pursuant to Article VIII of the 401(k) Savings
         Plan, as shall be amended from time to time. Participant Deferrals to
         the Corporation Stock Fund shall be credited based on a bookkeeping
         allocation of KeyCorp Common Shares (both whole and fractional rounded
         to the nearest one-hundredth of a share) which shall be equal to the
         amount of Participant Deferrals invested by the Participant in the
         Corporation Stock Fund. The Corporation Stock Fund shall also reflect
         on a bookkeeping basis all dividends, gains, and losses attributable to
         such Common Shares. All Corporate Contributions and all Participant
         Deferrals credited to the Corporation Stock Fund, shall be based on the
         New York Stock Exchange's closing price for such

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         Common Shares as of the day such Participant Deferrals are credited to
         the Participants' Plan Account.

                  (h)      "CORPORATION" shall mean KeyCorp, an Ohio
         Corporation, its corporate successors, and any corporation or
         corporations into or with which it may be merged or consolidated.

                  (i)      "DEFERRAL COMMENCEMENT DATE" shall mean the first pay
         period coinciding with or immediately following the date on which the
         Participant reaches his or her maximum contribution limit under Section
         402(g) of the Code and/or the Participant's maximum compensation limit
         under Section 401(a)(17) of the Code which effectively terminates the
         Participant's deferral of Compensation under the 401(k) Savings Plan.

                  (j)      "DEFERRAL ELECTION" shall mean the commitment made by
         the Participant to defer up to 6% of his or her Compensation on a per
         pay basis under the Plan, commencing as of the Participant's Deferral
         Commencement Date; a Participant's Deferral Election shall be made in
         such manner and at such time as the Corporation shall direct.

                  (k)      "DEFERRAL PERIOD" shall mean each Plan year,
         provided, however, that a Participant's initial Deferral Period shall
         be from his or her first day of participation in the Plan through the
         last day of the applicable Plan year.

                  (l)      "EMPLOYEE" shall mean a common law employee who is
         employed by an Employer; provided, however, the term "Employee" shall
         not include any person who at the time services are performed is not
         classified as a common law employee by the Employer even though such
         person may for federal income tax purposes, federal employment tax
         purposes, or any other purpose be reclassified by the Employer as a
         common law employee retroactive to when such services were performed by
         reason of administrative, judicial, regulatory or other governmental
         action.

                  (m)      "EMPLOYER" shall mean the Corporation and any of its
         subsidiaries, unless specifically excluded as an Employer for Plan
         purposes by written action of an officer of the Corporation. An
         Employer's participation shall be subject to all conditions and
         requirements made by the Corporation, and each Employer shall be deemed
         to have appointed the Plan Administrator as its exclusive agent under
         the Plan as long as it continues as a subsidiary.

                  (n)      "INVESTMENT FUNDS" shall mean those investment
         accounts established under the Plan for bookkeeping purposes in which a
         Participant may elect to have his or her Participant Deferrals credited
         and which mirror the investment funds established in accordance with
         and pursuant to Article VIII of the 401(k) Savings Plan as shall be
         amended from time to time. Participant Deferrals invested for
         bookkeeping purposes in the Investment Funds shall be credited on a
         bookkeeping basis with the same earnings, gains, and losses as
         experienced by the 401(k)Savings Plan's investment funds.

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                  (o)      "MATCHING EMPLOYER CONTRIBUTIONS" shall mean the
         amount which an Employer has agreed to contribute to the Plan in
         accordance with the provisions of Article IV of the Plan.

                  (p)      "PARTICIPANT" shall mean an Employee who meets the
         eligibility requirements set forth in Section 2.1 and becomes a Plan
         Participant pursuant to Section 2.2 of the Plan.

                  (q)      "PARTICIPANT DEFERRALS" shall mean the Participant's
         elective deferral of Compensation under this Plan.

                  (r)      "PLAN" shall mean the KeyCorp Excess 401(k) Savings
         Plan, with all amendments hereafter made.

                  (s)      "PLAN ACCOUNT" shall mean those bookkeeping accounts
         established by the Corporation for each Plan Participant, which shall
         reflect all Participant Deferrals and Corporate Contributions with all
         earnings, gains, and losses attributable thereto, if such Participant
         Deferrals and Corporate Contributions had been invested pursuant to
         Article V of the Plan in the various Plan Investment Funds. Plan
         Accounts shall not constitute separate Plan funds or Plan assets.
         Neither the maintenance of, nor the crediting of amounts on a
         bookkeeping basis to such Plan Accounts shall be treated as (i) the
         allocation of any Corporation assets to, or a segregation of any
         Corporation assets in any such Plan Accounts, or (ii) as otherwise
         creating a right in any person or Participant to receive specific
         assets of the Corporation. Benefits under the Plan shall be paid from
         the general assets of the Corporation.

                  (t)      "PROFIT SHARING CONTRIBUTIONS" shall mean those
         discretionary contributions which an Employer may contribute to the
         Plan pursuant to Article IV of the Plan.

                  (u)      "VALUATION DATE" shall mean each "business day" or
         "business days" designated by the Plan Administrator on which
         Investment Funds will be valued for bookkeeping purposes.

                  (v)      "RETIREMENT" shall mean the termination of employment
         of a Participant under circumstances in which the Participant begins to
         receive an Early Retirement or Normal Retirement Date benefit under the
         KeyCorp Cash Balance Pension Plan or, which pursuant to a written
         employment agreement with the Corporation, the Participant is expressly
         treated as if he or she had retired for purposes of the Plan or other
         deferred compensation arrangement of the Corporation.

                  (w)      "TERMINATION" shall mean the voluntary or involuntary
         and permanent termination of a Participant's employment from his or her
         Employer and any other Employer, whether by resignation or otherwise,
         but shall not include the Participant's Retirement or termination as a
         result of Disability.

         1.2      PRONOUNS:  The masculine pronoun wherever used herein includes
the feminine in any case so requiring, and the singular may include the plural.

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         1.3      ADDITIONAL REFERENCE:  All other words and phrases used herein
shall have the meaning given them in the 401(k) Savings Plan, unless a different
meaning is clearly required by the context.

                                   ARTICLE II

                             EMPLOYEE PARTICIPATION

         2.1      EMPLOYEE ELIGIBILITY. An Employee shall be eligible to
participate in the Plan, provided (1) the Employee is a participant in the
401(k) Savings Plan, (2) the Employee's elective deferrals of compensation under
the 401(k) Savings Plan reach the deferral limitations prescribed by Section
402(g) of the Code, and/or the compensation limitations prescribed by Section
401(a)(17) of the Code, and (3) the Corporation selects such Employee to
participate in the Plan.

         2.2      NOTIFICATION OF NEW PARTICIPANTS. The Corporation shall
notify an Employee of his or her eligibility to participate in the Plan; the
Employee's election to defer Compensation under the Plan shall be made at such
time and in such a manner as the Corporation shall direct.

         2.3      EFFECT AND DURATION. Upon becoming a Participant, an Employee
shall be entitled to the benefits and shall be bound by all terms and conditions
of the Plan. If the Corporation determines that a Participant's performance is
no longer at a level that deserves to be rewarded through participation in the
Plan, but does not terminate the Participant's employment with an Employer, the
Participant's Plan participation shall terminate at the end of the Deferral
Period and no new Participant Deferrals thereafter may be made by the
Participant.

         2.4      AUTHORIZED LEAVE OF ABSENCE. A Participant on an authorized
leave of absence who is not receiving Compensation during such leave period
shall continue as a Plan Participant during such leave, provided, however, that
no Corporate Contributions shall be credited to the Participant's Plan Account
on behalf of the Participant during such leave period. Upon the Participant's
return to active employment with an Employer, the Participant's Participant
Deferrals shall automatically resume in accordance with the Participant's
Deferral Election as in effect prior to the Participant's leave period unless
otherwise modified by the Participant.

                                   ARTICLE III

                              PARTICIPANT DEFERRALS

         3.1      PARTICIPANT DEFERRALS.  Upon meeting the eligibility criteria
contained within Section 2.1 hereof, a Participant may defer not less than one
percent nor more than six percent of his or her Compensation under the Plan.
Such Participant Deferrals shall commence with the first payment of Compensation
to the Participant coinciding with (1) the date on which the Participant's
elective deferral of Compensation under the 401(k) Savings Plan reaches the
maximum deferral limitations prescribed under Section 402(g) of the Code, or (2)
the date on which the Participant's elective deferral of Compensation under the
401(k) Savings Plan reaches the maximum compensation limits prescribed under
Section 401(a)(17) of the Code. Participant Deferrals shall be credited on a
bookkeeping basis to the Participant's Plan Account as of each applicable pay
period in which the Participant makes Participant Deferrals under the Plan.

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                                   ARTICLE IV

                             CORPORATE CONTRIBUTIONS

         4.1      MATCHING EMPLOYER CONTRIBUTIONS. Matching Employer
Contributions shall be credited on a bookkeeping basis to the Participant's Plan
Account as of each pay period in proportion to the respective amount of the
Participant's Participant Deferrals deferred under the Plan for such pay period.
Credited Matching Employer Contribution shall equal 100% of those Participant
Deferrals deferred under the Plan for such pay period.

         4.2      PROFIT SHARING CONTRIBUTIONS. Profit Sharing Contributions,
if any, shall be credited to Participant's Plan Account at such time and in such
manner as the Corporation directs.

                                    ARTICLE V

                                   INVESTMENTS

         5.1      PLAN ACCOUNT. All Participant Deferrals and Corporate
Contributions shall be credited on a bookkeeping basis to a Plan Account
established in the Participant's name. Separate sub-accounts may be established
to reflect Participant's investment elections on a bookkeeping basis, with all
earnings, gains, or losses attributable to such elections.

         5.2      INVESTMENT OF PARTICIPANT DEFERRALS. Each Participant shall
direct the manner in which his or her Participant Deferrals are to be invested
for bookkeeping purposes under the Plan. All Participant Deferrals may be
invested for bookkeeping purposes in the Plan's Corporation Stock Fund or any
one or more of the Plan Investment Funds in such amount as the Participant shall
select provided that such election amounts are expressed in five percent
increments. Participants may modify their investment elections at such times and
in such manner as permitted by the Corporation.

         5.3      INVESTMENT OF CORPORATE CONTRIBUTIONS. All Corporate
Contributions credited to the Participant's Plan Account shall be invested for
bookkeeping purposes in the Corporation Stock Fund. Corporate Contributions are
not subject to Participant investment directives.

         5.4      VESTING IN CORPORATE CONTRIBUTIONS. A Participant shall
become vested in those Corporate Contributions credited on a bookkeeping basis
to the Participant's Plan Account upon the Participant's (1) completion of three
years of vested service, (2) Disability, or (3) death. For purposes of this
Section 5.4 hereof, the term "vested service" shall be calculated based on the
Participant's employment commencement date through the Participant's Termination
or Retirement date (which ever shall first occur), and shall be based on
consecutive twelve-month periods during which time the Participant is employed
by an Employer.

         5.5      VALUATION OF PLAN ACCOUNTS. As of each Valuation Date, the
Plan Administrator shall verify the amount of Participant Deferrals, Corporate
Contributions, dividends, earnings, and losses, if any, to be credited to the
Participant's Plan Account in accordance with the provisions of the Plan. The
reasonable and equitable decision of the Plan Administrator as to the value of
the Participant's Plan Account shall be conclusive and binding upon all
Participants and the Beneficiary of each deceased Participant having any
interest, direct or indirect in the Participant's Plan Account. The value of the
Participant's Plan Account on any day not a Valuation Date, shall be the value
on the last preceding Valuation Date.

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         5.6      CORPORATE ASSETS. All Participant Deferrals, Corporate
Contributions, dividends, and all earnings and losses credited to a
Participant's Plan Account remain the assets and property of the Corporation,
which shall be subject to distribution to the Participant only in accordance
with Articles VI and VII of the Plan. All payments hereunder shall be in the
form of cash and KeyCorp Common Shares and shall be made from the general assets
of the Corporation, and Participants and Beneficiaries shall have the status of
general unsecured creditors of the Corporation. Nothing contained in the Plan
shall create, or be construed as creating a trust of any kind or any other
fiduciary relationship between the Participant, the Corporation, or any other
person. It is the intention of the Corporation and the Participant that the Plan
be unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.

         5.7      NO PRESENT INTEREST. Subject to any federal statute to the
contrary, no right or benefit under the Plan and no right or interest in each
Participant's Plan Account shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge any right or benefit under
the Plan, or Participant's Plan Account shall be void. No right, interest, or
benefit under the Plan or Participant's Plan Account shall be liable for or
subject to the debts, contracts, liabilities, or torts of the Participant or
Beneficiary. If the Participant or Beneficiary becomes bankrupt or attempts to
alienate, sell, assign, pledge, encumber, or charge any right under the Plan or
Participant's Plan Account, such attempt shall be void and unenforceable.

         5.8      EFFECT OF PLAN TERMINATION. Notwithstanding anything to the
contrary contained in the Plan, the termination of the Plan or the termination
of the 401(k) Savings Plan shall terminate the liability of the Corporation to
make further Corporate Contributions to the Plan.

                                   ARTICLE VI

                          DISTRIBUTION OF PLAN BENEFITS

         6.1      DISTRIBUTION OPTIONS. Subject to the provisions of Section
6.3 and Section 6.4 hereof, a Participant shall elect, as reflected in the
Participant's Distribution Election Agreement, to receive a distribution of his
or her vested Plan Account balance from the Plan's Investment Funds (other than
from the Corporation Stock Account) under the following payment options:

         (a)      a single lump sum distribution, or

         (b)      a series of monthly installment distributions over a period of
                  60, 120, or 180 months.

         Distributions of Participant Deferrals from the Plan's Investment Funds
other than the Corporation Stock Fund shall be made in cash.

         6.2      DISTRIBUTION OPTIONS FROM THE CORPORATION STOCK ACCOUNT.
Subject to the provisions of Section 6.3 and Section 6.4 of the Plan, a
Participant shall elect, as reflected in the Participant's Distribution Election
Agreement, to receive a distribution of his or her vested Plan Account balance
from the Plan's Corporation Stock Account under the following payment options:

         (a)      a single lump sum distribution, or

         (b)      a series of annual installment distributions over a period of
                  5, 10, or 15 years.

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         Distributions of Participant Deferrals and vested Corporate
Contributions from the Plan's Corporation Stock Fund made or commenced prior to
January 1, 1999 shall be made in cash; distributions from the Corporation Stock
Fund made or commenced on or after January 1, 1999 shall be made in KeyCorp
Common Shares; provided, however, that in the event that the Corporation enters
into a transaction intended to qualify as a pooling of interests for accounting
purposes prior to January 1, 1999, all distributions from the Corporation Stock
Fund shall continue to be made in cash.

         6.3      DISTRIBUTIONS FOLLOWING TERMINATION, RETIREMENT OR DISABILITY.

                  (a)      Upon a Participant's Termination, the Participant's
         vested Plan Account balance shall be distributed to the Participant in
         a single lump sum payment.

                  (b)      Upon a Participant's Retirement, or Disability, the
         Participant's vested Plan Account balance shall be distributed to the
         Participant in accordance with the distribution elections contained
         within the Participant's Distribution Election Agreement; provided,
         however, that if the Participant has failed to complete a Distribution
         Election Agreement, then the Participant's vested Plan Account balance
         shall be distributed as a single lump sum payment. Notwithstanding the
         foregoing provisions of this Section 6.3, however, in the event of the
         Participant's Retirement and thereafter within twelve months of such
         Retirement, without the prior written approval of the Corporation, the
         Participant provides services in any capacity to a financial services
         organization, or other competitor of the Corporation or any of its
         subsidiaries, such Participant's distribution election as contained
         within the Participant's Distribution Election Agreement shall be null
         and void, and the Participant shall receive an immediate lump sum
         distribution of his or her vested Plan Account balance.

         6.4      TIMING OF DISTRIBUTIONS. The Participant's vested Plan
Account shall be valued as of the Valuation Date immediately preceding his or
her Termination, Retirement or Disability (the "valuation date").

                  (a)      LUMP SUM DISTRIBUTION. If a Participant has elected
         to receive a lump sum distribution of his or her vested Plan Account
         upon his or her Termination, Retirement or Disability date, such lump
         sum distribution shall be made as soon as reasonably practicable
         immediately following the Participant's Termination, Retirement or
         Disability date.

                  (b)      INSTALLMENT DISTRIBUTION. If a Participant has
         elected to receive an installment distribution of his or her Plan
         Account upon his or her Retirement or Disability, such installment
         distribution shall commence as soon as reasonably practicable following
         the Participant's Retirement or Disability date.

                  (i)      The Participant's vested unpaid Plan Account balance
                  invested for bookkeeping purposes in the Plan's Investment
                  Funds (other than Corporation Stock Fund) shall be reflected
                  in a distribution sub-account, which shall be credited with
                  all earnings, gains and losses on such Investment Funds during
                  the Participant's installment distribution period.

                  (ii)     The Participant's vested unpaid Plan Account balance
                  invested for bookkeeping purposes in the Plan's Corporation
                  Stock Fund shall be reflected as a number of whole and
                  fractional Common Shares in a distribution sub-account and
                  shall be credited with dividends on a bookkeeping basis which
                  shall be reinvested in the Plan's Corporation

<PAGE>

                  Stock Fund throughout the installment distribution period; all
                  such reinvested dividends shall be paid to the Participant in
                  Common Shares in conjunction with the Participant's final
                  installment payment under the Plan.

         6.5      DISTRIBUTION OF SMALL ACCOUNTS. Notwithstanding the
provisions of Sections 6.1, 6.2, 6.3, and 6.4 hereof, if the value of a
Participant's vested Account balance as of the Valuation Date immediately
preceding the Participant's Retirement or Disability date is under $50,000, such
balance shall be distributed to the Participant as a single lump sum
distribution as soon as reasonably practicable following such Retirement or
Disability date.

         6.6      FACILITY OF PAYMENT. If it is found that any individual to
whom an amount is payable hereunder is incapable of attending to his or her
financial affairs because of any mental or physical condition, including the
infirmities of advanced age, such amount (unless prior claim therefor shall have
been made by a duly qualified guardian or other legal representative) may, in
the discretion of the Corporation, be paid to another person for the use or
benefit of the individual found incapable of attending to his or her financial
affairs or in satisfaction of legal obligations incurred by or on behalf of such
individual. Any such payment shall be charged to the Participant's Plan Account
from which any such payment would otherwise have been paid to the individual
found incapable of attending to his or her financial affairs, and shall be a
complete discharge of any liability therefor under the Plan.

                                   ARTICLE VII

                             BENEFICIARY DESIGNATION

         7.1      BENEFICIARY DESIGNATION. Subject to Section 7.3 hereof, the
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 Participant's death prior to
complete distribution of the Participant's Plan Account. Each Beneficiary
designation shall be in a written form prescribed by the Corporation and shall
be effective only when filed with the Corporation during the Participant's
lifetime.

         7.2      CHANGING BENEFICIARY. Subject to Section 7.3, 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
Corporation. The filing of a new designation shall cancel all designations
previously filed.

         7.3      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 (including all contingent Beneficiaries) 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:

<PAGE>

         (c)      The Participant's estate.

         7.4      DISTRIBUTION UPON DEATH. If a Participant dies after the
distribution of his or her vested interest under the Plan has commenced, the
remaining portion of the Participant's entire interest under the Plan, if any,
shall be distributed to the Participant's Beneficiary under the method of
distribution being used as of the Participant's date of death. If the
Participant dies before the distribution of the Participant's Plan Account has
commenced, the Participant's entire interest under the Plan shall be valued as
of the Valuation Date immediately preceding the Participant's date of death, and
shall be distributed to his or her Beneficiary in a lump sum payment as soon as
reasonably practicable following the Participant's date of death.

                                  ARTICLE VIII

                                 ADMINISTRATION

         8.1      ADMINISTRATION. The Corporation, which shall be the
"Administrator" of the Plan for purposes of ERISA and the "Plan Administrator"
for purposes of the Code, shall be responsible for the general administration of
the Plan, for carrying out the provisions hereof, and for making payments
hereunder. The Corporation shall have the sole and absolute discretionary
authority and power to carry out the provisions of the Plan, including, but not
limited to, the authority and power (a) to determine all questions relating to
the eligibility for and the amount of any benefit to be paid under the Plan, (b)
to determine all questions pertaining to claims for benefits and procedures for
claim review, (c) to resolve all other questions arising under the Plan,
including any questions of construction and/or interpretation, and (d) to take
such further action as the Corporation shall deem necessary or advisable in the
administration of the Plan. All findings, decisions, and determinations of any
kind made by the Plan Administrator shall not be disturbed unless the Plan
Administrator has acted in an arbitrary and capricious manner. Subject to the
requirements of law, the Plan Administrator shall be the sole judge of the
standard of proof required in any claim for benefits and in any determination of
eligibility for a benefit. All decisions of the Plan Administrator shall be
final and binding on all parties. The Plan Administrator may employ such
attorneys, investment counsel, agents, and accountants as it may deem necessary
or advisable to assist it in carrying out its duties hereunder. The actions
taken and the decisions made by the Plan Administrator hereunder shall be final
and binding upon all interested parties subject, however, to the provisions of
Section 8.2. The Plan Year, for purposes of Plan administration, shall be the
calendar year.

         8.2      CLAIMS REVIEW PROCEDURE. Whenever the Plan Administrator
decides for whatever reason to deny, whether in whole or in part, a claim for
benefits under this Plan filed by any person (herein referred to as the
"Claimant"), the Plan Administrator shall transmit a written notice of its
decision to the Claimant, which notice shall be written in a manner calculated
to be understood by the Claimant and shall contain a statement of the specific
reasons for the denial of the claim and a statement advising the Claimant that,
within 60 days of the date on which he or she receives such notice, he or she
may obtain review of the decision of the Plan Administrator in accordance with
the procedures hereinafter set forth. Within such 60-day period, the Claimant or
his or her authorized representative may request that the claim denial be
reviewed by filing with the Plan Administrator a written request therefor, which
request shall contain the following information:

         (a)      the date on which the request was filed with the Plan
                  Administrator; provided, however, that the date on which the
                  request for review was in fact filed with the Plan

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                  Administrator shall control in the event that the date of the
                  actual filing is later than the date stated by the Claimant
                  pursuant to this paragraph (a);

         (b)      the specific portions of the denial of his or her claim which
                  the Claimant requests the Plan Administrator to review;

         (c)      a statement by the Claimant setting forth the basis upon which
                  he or she believes the Plan Administrator should reverse its
                  previous denial of the claim and accept the claim as made; and

         (d)      any written material which the Claimant desires the Plan
                  Administrator to examine in its consideration of his or her
                  position as stated pursuant to paragraph (b) above.

         In accordance with this Section, if the claimant requests a review of
the Plan Administrator's decision, such review shall be made by the Plan
Administrator, who shall, within sixty (60) days after receipt of the request
form, review and render a written decision on the claim containing the specific
reasons for the decision including reference to Plan provisions upon which the
decision is based. All findings, decisions, and determinations of any kind made
by the Plan Administrator shall not be modified unless the Plan Administrator
has acted in an arbitrary and capricious manner. Subject to the requirements of
law, the Plan Administrator shall be the sole judge of the standard of proof
required in any claim for benefits, and any determination of eligibility for a
benefit. All decisions of the Plan Administrator shall be binding on the
claimant and upon all other Persons. If the Participant or Beneficiary shall not
file written notice with the Plan Administrator at the times set forth above,
such individual shall have waived all benefits under the Plan other than as
already provided, if any, under the Plan.

                                   ARTICLE IX

                        AMENDMENT AND TERMINATION OF PLAN

         9.1      RESERVATION OF RIGHTS. The Corporation reserves the right to
terminate the Plan at any time by action of the Board of Directors of the
Corporation, or any duly authorized committee thereof, and to modify or amend
the Plan, in whole or in part, at any time and for any reason, subject to the
following:

         (a)      PRESERVATION OF ACCOUNT BALANCE. No termination, amendment, or
                  modification of the Plan shall reduce (i) the amount of
                  Participant Deferrals and Corporate Contributions, and (ii)
                  all earnings and gains on such Participant Deferrals and
                  Corporate Contributions that have accrued up to the effective
                  date of the termination, amendment, or modification.

         (b)      CHANGES IN EARNINGS RATE. No amendment or modification of the
                  Plan shall reduce or modify the method of accruing earnings,
                  gains, and losses under the Plan's Investment Funds that
                  differ from the method of accruing earnings, gains, and losses
                  under the 401(k) Savings Plan's investment funds until the
                  close of the applicable Deferral Period in which such
                  amendment or modification is made.

<PAGE>

                                    ARTICLE X

                                CHANGE OF CONTROL

         10.1     CHANGE OF CONTROL. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control as defined in
accordance with Section 1.1 of the Plan, no amendment or modification of this
Plan may be made at any time on or after such Change of Control (1) to reduce or
modify a Participant's Pre-Change of Control Account Balance, (2) to reduce or
modify the Corporation Stock Fund's method of calculating all earnings, gains,
and/or losses on a Participant's Pre-Change of Control Account Balance, (3) to
reduce or modify any other Investment Funds' method of calculating all earnings,
gains, and/or losses on a Participant's Pre-Change of Control Account Balance,
or (4) to reduce or modify the Participant's Participant Deferrals and/or
Corporate Contributions to be credited to a Participant's Plan Account for the
applicable Deferral Period. For purposes of this Section 10.1, the term
"Pre-Change of Control Account Balance" shall mean, with regard to any Plan
Participant, the aggregate amount of such Participant's Participant Deferrals
and Corporate Contributions with all earnings, gains, and losses thereon which
are credited to the Participant's Plan Account through the close of the calendar
year in which such Change of Control occurs.

         10.2     COMMON STOCK CONVERSION. In the event of a Change of Control
in which the common shares of the Corporation are converted into or exchanged
for securities, cash and/or other property as a result of any capital
reorganization or reclassification of the capital stock of the Corporation, or
consolidation or merger of the Corporation with or into another corporation or
entity, or the sale of all or substantially all of its assets to another
corporation or entity, the Corporation shall cause the Corporation Stock Fund to
reflect on a bookkeeping basis the securities, cash and other property that
would have been received in such reorganization, reclassification,
consolidation, merger or sale on an equivalent amount of common shares equal to
the balance in the Corporation Stock Fund and, from and after such
reorganization, reclassification, consolidation, merger or sale, the Corporation
Stock Fund shall reflect on a bookkeeping basis all dividends, interest,
earnings and losses attributable to such securities, cash, and other property.

         10.3     DISTRIBUTION PROVISIONS. In the event of a Change of Control,
the provisions of Section 6.3 of the Plan which limit a Participant's ability to
provide services to a financial services organization, business, or company upon
the Participant's Retirement, shall become null and void, and such Participant's
distribution elections as contained within the Participant's Agreement shall
control the method and timing of the Participant's distribution of his or her
Plan Account balances.

         10.4     AMENDMENT IN THE EVENT OF A CHANGE OF CONTROL. On or after a
Change of Control, the provisions of Article II, Article IV, Article V, Article
VI, Article VII, Article VIII, Article IX and Article X may not be amended or
modified as such Sections and Articles apply with regard to the Participants'
Pre-Change of Control Account Balances.

<PAGE>

                                   ARTICLE XI

                           SECURITIES LAWS COMPLIANCE

         11.1     RESTRICTIONS IMPOSED ON TRANSACTIONS INVOLVING THE CORPORATION
STOCK FUND. Notwithstanding any contrary provision in this Plan, the
Corporation may, in its discretion, but in a uniform, non-discriminatory manner,
delay, suspend or otherwise limit any investment in or withdrawal from the
Corporation Stock Fund for such time and to the extent the Corporation, on
advice of legal counsel, determines is necessary or desirable to avoid violating
any applicable state or federal securities laws, rules or regulations.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         12.1     UNFUNDED PLAN. This Plan is an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of
"management or highly-compensated employees" within the meaning of Sections 201,
301, and 401 of ERISA, and therefore is exempt from the provisions of Parts 2,
3, and 4 of Title I of ERISA.

         12.2     NO COMMITMENT AS TO EMPLOYMENT. Nothing herein contained
shall be construed as a commitment or agreement upon the part of any Employee
hereunder to continue his or her employment with an Employer, and nothing herein
contained shall be construed as a commitment on the part of any Employer to
continue the employment, rate of compensation or terms and conditions of
employment of any Employee hereunder for any period. All Participants shall
remain subject to discharge to the same extent as if the Plan had never been put
into effect.

         12.3     BENEFITS. Nothing in the Plan shall be construed to confer
any right or claim upon any person, firm, or corporation other than the
Participants, former Participants, and Beneficiaries.

         12.4     ABSENCE OF LIABILITY. No member of the Board of Directors of
the Corporation or a subsidiary or committee authorized by the Board of
Directors, or any officer of the Corporation or a subsidiary or officer of a
subsidiary shall be liable for any act or action hereunder, whether of
commission or omission, taken by any other member, or by any officer, agent, or
Employee, except in circumstances involving bad faith or willful misconduct, for
anything done or omitted to be done.

         12.5     EXPENSES. The expenses of administration of the Plan shall be
paid by the Corporation.


         12.6     PRECEDENT. Except as otherwise specifically agreed to by the
Corporation in writing, no action taken in accordance with the Plan by the
Corporation shall be construed or relied upon as a precedent for similar action
under similar circumstances.

         12.7     WITHHOLDING. The Corporation shall withhold any tax which the
Corporation in its discretion deems necessary to be withheld from any payment to
any Participant, former Participant, or Beneficiary hereunder, by reason of any
present or future law.

         12.8     VALIDITY OF PLAN. The validity of the Plan shall be
determined and the Plan shall be construed and interpreted in accordance with
the provisions of ERISA, the Code, and, to the extent

<PAGE>

applicable, the laws of the State of Ohio. The invalidity or illegality of any
provision of the Plan shall not affect the validity or legality of any other
part thereof.

         12.9     PARTIES BOUND. The Plan shall be binding upon the Employers,
Participants, former Participants, and Beneficiaries hereunder, and, as the case
may be, the heirs, executors, administrators, successors, and assigns of each of
them.

         12.10    HEADINGS. All headings used in the Plan are for convenience
of reference only and are not part of the substance of the Plan.

         12.11    DUTY TO FURNISH INFORMATION. The Corporation shall furnish to
each Participant, former Participant, or Beneficiary any documents, reports,
returns, statements, or other information that it reasonably deems necessary to
perform its duties imposed hereunder or otherwise imposed by law.

         12.12    TRUST FUND. At its discretion, the Corporation may establish
one or more trusts, with such trustees as the Corporation may approve, for the
purpose of providing for the payment of benefits owed under the Plan. Although
such a trust may be irrevocable, in the event of insolvency or bankruptcy of the
Corporation, such assets will be subject to the claims of the Corporation's
general creditors. To the extent any benefits provided under the Plan are paid
from any such trust, the Employer shall have no further obligation to pay them.
If not paid from the trust, such benefits shall remain the obligation of the
Employer.

         12.13    VALIDITY. In case any provision of this Plan shall be held
illegal or invalid for any reason, 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.

         12.14    NOTICE. Any notice required or permitted under the Plan shall
be deemed sufficiently provided if such notice is in writing and hand delivered
or sent by registered or certified mail. 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 or on the receipt for registration or certification. Mailed notice
to the Corporation shall be directed to the Corporation's address, attention:
KeyCorp Compensation and Benefits Department. Mailed notice to a Participant or
Beneficiary shall be directed to the individual's last known address in the
Employer's records.

         12.15    SUCCESSORS. The provisions of this Plan shall bind and inure
to the benefit of each Employer 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 an Employer.

                                  KEYCORP

                                  By:   /s/ Thomas E. Helfrich
                                      -------------------------------------

                                  Title:   Executive Vice President
                                         ----------------------------------