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                                                                   Exhibit 10.32

                                     KEYCORP

                               SIGNING BONUS PLAN

                                    ARTICLE I

      The KeyCorp Signing Bonus Plan ("Plan") is established effective January
1, 1999 to require certain select Employees of KeyCorp to defer all or a
percentage of the total amount of their signing bonus to be provided to the
Employee in conjunction with his or her employment with an Employer to the Plan.
As structured, the Plan is intended to provide those select Employees of KeyCorp
with a tax-favorable savings vehicle, while providing KeyCorp with a means of
retaining the Employee's continued employment. 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.

                                   ARTICLE II

                                   DEFINITIONS

      2.1 MEANING OF DEFINITIONS. For the purposes of this Plan, the following
words and phrases shall have the meanings hereinafter set forth, unless a
different meaning is clearly required by the context:

      (a)   "BENEFICIARY" shall mean the person, persons or entity entitled
            under Article VIII to receive any Plan benefits payable after a
            Participant's death.

      (b)   "BOARD" shall mean the Board of Directors of KeyCorp, the Board's
            Compensation and Organization Committee, or any other committee
            designated by the Board or a subcommittee designated by the Board's
            Compensation and Organization Committee.

      (c)   "CHANGE OF CONTROL" shall be deemed to have occurred if under a
            rabbi trust arrangement established by KeyCorp ("Trust"), as such
            Trust may from time to time be amended or substituted, the
            Corporation is required to fund the Trust because a "Change of
            Control", as defined in the Trust, has occurred on and after January
            1, 1999.

      (d)   "COMMON STOCK ACCOUNT" shall mean the investment account established
            under the Plan for bookkeeping purposes in which the Participant
            shall have his or her Signing Bonus Deferral credited. Signing Bonus
            Deferrals 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) ("Common Shares") which, on the
            date credited, shall be equal in market value (as determined under
            the last sentence of this Section 2.1(d)) to the amount of the
            Signing Bonus Deferral deferred. The Common Stock Account shall also
            reflect on a bookkeeping basis all dividends, gains, and losses
            attributable to such Common Shares. All Signing Bonus Deferrals
            credited to the Common Stock Account shall be based on the New York
            Stock Exchange's closing price for such Common Shares as of the day
            such Signing Bonus Deferral is credited to the Participant's Plan
            Account.
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      (e)   "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. "Date of Hire" shall mean the
            first day an Employee commences active employment with an Employer.

      (f)   "DETERMINATION DATE" shall mean the last business day of each
            calendar quarter.

      (g)   "DISABILITY" shall mean (1) the physical or mental disability of a
            permanent nature which prevents a Participant from performing the
            duties such Participant was employed to perform for his or her
            Employer when such disability commenced, (2) qualifies for
            disability benefits under the federal Social Security Act within 30
            months following the Participant's disability, and (3) qualifies the
            Participant for disability coverage under the KeyCorp Long Term
            Disability Plan.

      (h)   "DISTRIBUTION AGREEMENT" shall mean the executed agreement submitted
            by the Participant to the Corporation a minimum of twelve months
            prior to the Participant's vesting in his or her Signing Bonus
            Deferral which shall contain, in pertinent part, the Participant's
            distribution instructions for such Signing Bonus Deferral when
            vested. In the event the Participant elects or is required to
            transfer his or her Signing Bonus Deferral to the KeyCorp Deferred
            Compensation Plan, the Participant, at the time of such transfer,
            shall be required to execute a new Distribution Agreement which
            shall control the distribution of such transferred Plan benefits.

      (i)   "EMPLOYEE" shall mean a common law employee who is employed by an
            Employer.

      (j)   "EMPLOYER" shall mean the Corporation and any of its subsidiaries or
            affiliates, unless specifically excluded as an Employer for Plan
            purposes by written action by an officer of the Corporation. An
            Employer's Plan 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 an Employer.

      (k)   "HARMFUL ACTIVITY" shall have occurred if the Participant shall do
            any one or more of the following:

            (i)   Use, publish, sell, trade or otherwise disclose Non-Public
                  Information of KeyCorp unless such prohibited activity was
                  inadvertent, done in good faith and did not cause significant
                  harm to KeyCorp.

            (ii)  After notice from KeyCorp, fail to return to KeyCorp any
                  document, data, or thing in his or her possession or to which
                  the Participant has access that may involve Non-Public
                  Information of KeyCorp.

            (iii) After notice from KeyCorp, fail to assign to KeyCorp all
                  right, title, and interest in and to any confidential or
                  non-confidential Intellectual Property which the Participant
                  created, in whole or in part, during employment with KeyCorp,
                  including, without limitation, copyrights, trademarks, service
                  marks, and patents in or to (or associated with) such
                  Intellectual Property.


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            (iv)  After notice from KeyCorp, fail to agree to do any acts and
                  sign any document reasonably requested by KeyCorp to assign
                  and convey all right, title, and interest in and to any
                  confidential or non-confidential Intellectual Property which
                  the Participant created, in whole or in part, during
                  employment with KeyCorp, including, without limitation, the
                  signing of patent applications and assignments thereof.

            (v)   Upon the Participant's own behalf or upon behalf of any other
                  person or entity that competes or plans to compete with
                  KeyCorp, solicit or entice for employment or hire any KeyCorp
                  employee.

            (vi)  Upon the Participant's own behalf or upon behalf of any other
                  person or entity that competes or plans to compete with
                  KeyCorp, call upon, solicit, or do business with (other than
                  business which does not compete with any business conducted by
                  KeyCorp) any KeyCorp customer the Participant called upon,
                  solicited, interacted with, or became acquainted with, or
                  learned of through access to information (whether or not such
                  information is or was non-public) while the Participant was
                  employed at KeyCorp unless such prohibited activity was
                  inadvertent, done in good faith, and did not involve a
                  customer whom the Participant should have reasonably known was
                  a customer of KeyCorp.

            (vii) Upon the Participant's own behalf or upon behalf of any other
                  person or entity that competes or plans to compete with
                  KeyCorp, after notice from KeyCorp, continue to engage in any
                  business activity in competition with KeyCorp in the same or a
                  closely related activity that the Participant was engaged in
                  for KeyCorp during the one year period prior to the
                  termination of the Participant's employment.

                  For purposes of this Section 2.1(k) the term:

                  "INTELLECTUAL PROPERTY" shall mean any invention, idea,
                  product, method of doing business, market or business plan,
                  process, program, software, formula, method, work of
                  authorship, or other information, or thing relating to KeyCorp
                  or any of its businesses.

                  "NON-PUBLIC INFORMATION" shall mean, but is not limited to,
                  trade secrets, confidential processes, programs, software,
                  formulas, methods, business information or plans, financial
                  information, and listings of names (e.g., employees,
                  customers, and suppliers) that are developed, owned, utilized,
                  or maintained by an employer such as KeyCorp, and that of its
                  customers or suppliers, and that are not generally known by
                  the public.

                  "KEYCORP" shall include KeyCorp, its subsidiaries, and its
                  affiliates.

            (l)   "SIGNING BONUS DEFERRAL" shall mean all or any portion of the
                  Employee's employment-signing bonus as negotiated and agreed
                  to by and between the Employee and the Employer as an
                  inducement for the Employee's acceptance of employment with an
                  Employer which has been deferred to the Plan.


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            (m)   "PARTICIPANT" shall mean an Employee who meets the eligibility
                  and participation requirements set forth in Section 3.1 of the
                  Plan.

            (n)   "PLAN" shall mean the KeyCorp Signing Bonus Plan with all
                  amendments hereafter made.

            (o)   "PLAN ACCOUNT" shall mean the bookkeeping account established
                  by the Corporation for each Plan Participant, which shall
                  reflect the Participant's Signing Bonus Deferral invested for
                  bookkeeping purposes in the Plan's Common Stock Account, with
                  all earnings, dividends, gains, and losses thereon. Plan
                  Accounts shall not constitute separate Plan funds or separate
                  Plan assets. Neither the maintenance of, nor the crediting of
                  amounts to such Plan Accounts shall be treated (i) as 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.

            (p)   "PLAN YEAR" shall mean the calendar year.

            (q)   "TERMINATION UNDER LIMITED CIRCUMSTANCES" shall mean the
                  termination (whether by the Participant or the Employer) of a
                  Participant's employment from his or her Employer, and from
                  any other Employer (i) under circumstances in which the
                  Participant is entitled to receive severance benefits or
                  salary continuation benefits under the KeyCorp Separation Pay
                  Plan, (ii) under circumstances in which the Participant is
                  entitled to severance benefits or salary continuation or
                  similar benefits under a change of control agreement or
                  employment agreement within two years after a change of
                  control (as defined by such agreement) has occurred, or (iii)
                  as otherwise expressly approved by the Corporation or the
                  Compensation and Organization Committee, in their sole
                  discretion.

            (r)   "VESTING SERVICE" for purposes of Section 5.1 of the Plan,
                  shall be calculated by measuring the period of service
                  commencing on the Employee's commencement date of active
                  employment with an Employer and ending on the Employee's
                  termination date and shall be computed based on each full
                  calendar month that the Employee is employed by an Employer.

            (s)   "TERMINATION OF EMPLOYMENT" shall mean the voluntary or
                  involuntary termination of the Participant's employment from
                  his or her Employer and from any other Employer, but shall not
                  include the Participant's Termination Under Limited
                  Circumstances or termination as a result of Disability or
                  death.

            2.2   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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                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

      3.1 ELIGIBILITY AND PARTICIPATION. An Employee shall be required to
participate in the Plan, and shall automatically become a Plan Participant upon
the Employer's grant of an employment-signing bonus to the Employee with such
grant being conditioned on the requirement that all or a portion of such bonus
be deferred to the Plan.

      3.2 AUTOMATIC DEFERRAL REQUIREMENTS. An Employee meeting the eligibility
and participation requirements of Section 3.1 hereof, shall in accordance with
the negotiated terms of the Employee's employment with his or her Employer,
defer such portion (as determined by the Employer) of the Employee's
employment-signing bonus to the Plan.

                                   ARTICLE IV

                             SIGNING BONUS DEFERRALS

      4.1 CREDITING OF SIGNING BONUS DEFERRALS. All Signing Bonus Deferrals
shall be credited on a bookkeeping basis to a Plan Account established in the
Participant's name as of the payroll date on which the Participant's Signing
Bonus would have been payable to the Participant but for the deferral provisions
of the Plan and the Employer's deferral requirements mandated in conjunction
with the Employee's receipt of his or her signing bonus.

      4.2 INVESTMENT OF SIGNING BONUS DEFERRALS. Signing Bonus Deferrals shall
be automatically invested on a bookkeeping basis in the Plan's Common Stock
Account.

      4.3 DETERMINATION OF AMOUNT. The Plan Administrator shall verify the
amount of each Participant's Signing Bonus Deferral, with all dividends, and
earnings, if any, to be credited to each 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 each 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. As soon as reasonably practicable after the close of
the Plan Year, the Corporation shall send to each Participant an itemized
accounting statement that shall reflect the Participant's Plan Account balance.

      4.4 CORPORATE ASSETS. All Signing Bonus Deferrals, dividends, earnings and
any other gains and losses credited to each Participant's Plan Account on a
bookkeeping basis, remain the assets and property of the Corporation, which
shall be subject to distribution to the Participant only in accordance with
Articles VI, IX and X of the Plan. Distributions made under the Plan shall be in
the form of Common Shares or as a plan-to-plan transfer to the KeyCorp Deferred
Compensation Plan as provided for in Article VI hereof. 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 it is the understanding of the Participant that the Plan be
unfunded for tax purposes and for purposes of ERISA.


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      4.5 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.

                                    ARTICLE V

                                     VESTING

      5.1 VESTING IN PARTICIPANT SIGNING BONUS DEFERRALS. The calculation of a
Participant's vested interest in his or her Signing Bonus Deferral credited on a
bookkeeping basis to the Participant's Plan Account shall be measured from the
Participant's commencement date of active employment with an Employer. A
Participant shall become vested in his or her Signing Bonus Deferral with all
earnings, gains, and losses thereon after three full years of Vesting Service.
Alternatively, at the Employer's election, with such election having been
clearly communicated to the Employee prior to the Employee's date of hire with
the Employer, a Participant shall become vested in his or her Signing Bonus
Deferral under the following three-year graded vesting schedule (or such other
three year vesting schedule as is expressly agreed to in writing by the Employee
and Employer prior to the Employee's date of hire):

            (a) From the date the Participant's Signing Bonus Deferral is
            credited to the Participant's Plan Account ("Deferral Date") until
            one full calendar year from the deferral
            date.............................................................0%.

            (b) One full calendar year from the Deferral Date of the
            Participant's Signing Bonus Deferral to the Plan but less than two
            full calendar years from such Deferral
            Date............................................................33%.

            (c) Two full calendar years from the Deferral Date of the
            Participant's Signing Bonus Deferral to the Plan but less than three
            full calendar years from such Deferral
            Date............................................................66%.

            (d) Three full calendar years from the Deferral Date of the
            Participant's Signing Bonus Deferral to the
            Plan...........................................................100%.

Notwithstanding the foregoing provisions of this Section 5.1, however, a
Participant shall become fully vested in his or her Signing Bonus Deferral as
credited on a bookkeeping basis to the Participant's Plan Account upon the
Participant's Termination Under Limited Circumstances, Disability or death.

      5.2 FORFEITURE OF THE PARTICIPANT'S SIGNING BONUS DEFERRAL.
Notwithstanding any provision of the Plan to the contrary, upon the
Participant's Termination of Employment, the Participant shall automatically
forfeit his or her Signing Bonus Deferral that has been credited on a
bookkeeping basis to the Participant's Plan Account with all earnings and gains
thereon that have not vested in accordance with the vesting provisions of
Section 5.1 of the Plan as of the Participant's last day of employment.


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                                   ARTICLE VI

                          DISTRIBUTION OF PLAN BENEFITS

      6.1 DISTRIBUTION OF DEFERRAL. A Participant's vested Signing Bonus
Deferral with all earnings and gains thereon, shall be distributed to the
Participant as of the Determination Date concurrently with or immediately
following the Participant's vesting in his or her Plan benefit in accordance
with the distribution directions provided by the Participant in his or her
Distribution Agreement, as follows:

            (a)   as a single lump sum distribution of Common Shares, or

            (b)   as a plan-to-plan transfer of the Participant's vested
                  bookkeeping Plan Account balance to the KeyCorp Deferred
                  Compensation Plan's Common Stock Account.

Subject to the withholding provisions of Section 6.4 hereof, lump sum
distributions from the Plan shall be made in Common Shares based on the
bookkeeping number of whole and fractional Common Shares attributable to the
Participant's vested Signing Bonus Deferral maintained in the Plan's Common
Stock Account as of the Determination Date concurrently with or immediately
preceding the date of such distribution. Participants' Plan Account balances
transferred to the KeyCorp Deferred Compensation Plan's Common Stock Account
will not be subject to investment diversification and/or reallocation under the
KeyCorp Deferred Compensation Plan.

Notwithstanding the foregoing provisions of this Section 6.1, however, in the
event a Participant who is subject to the Corporation Stock Ownership Guidelines
fails to meet his or her Stock Ownership Guidelines requirements at the time of
his or her Plan distribution and the Participant has elected to receive a lump
sum distribution from the Plan, the Corporation in its discretion may (1)
withhold such portion of the Participant's lump sum distribution of Common
Shares until the Participant has otherwise met his or her obligations under the
Corporation Stock Ownership Guidelines, or (2) issue to the Participant
restricted Common Shares whose transferability will be restricted until the
Participant otherwise meets his or her obligations under the Stock Ownership
Guidelines.

      6.2 DISTRIBUTIONS FOLLOWING TERMINATION UNDER LIMITED CIRCUMSTANCES,
DISABILITY OR DEATH. Upon the Participant's Termination Under Limited
Circumstances, termination of the Participant's employment due to Disability or
termination of the Participant's employment due to death, the Participant's
Signing Bonus Deferral, as credited to the Participant's Plan Account with all
earnings, gains, and losses thereon shall become immediately vested and shall be
distributed to the Participant or the Participant's Beneficiary in a single lump
sum distribution of Common Shares, net of withholding.

      6.3 FORFEITURE FOLLOWING TERMINATION OF EMPLOYMENT. Upon the Participant's
Termination of Employment, the Participant's non-vested Signing Bonus Deferral,
as credited to the Participant's Plan Account with all earnings, gains, and
losses thereon shall be forfeited by the Participant as of his or her last day
of employment.

      6.4 WITHHOLDING. The withholding of taxes with respect to the
Participant's Signing Bonus Deferral with all earnings and gains thereon shall
be made at such time as it becomes required by any state, federal or local law;
such taxes shall be withheld from the Participant's Signing Bonus Deferral in


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accordance with applicable law and shall be paid by reducing the number of
Common Shares to be distributed to the Participant based on such Common Shares'
market value as of the distribution date.

      6.5 DISTRIBUTION LIMITATION. If the Corporation determines that a Signing
Bonus Deferral with all earnings and gains thereon:

            1. would not be deductible by the Corporation if paid in accordance
      with the distribution instructions specified by the Participant in his or
      her Distribution Agreement by reason of the disallowance rules of Section
      162(m) of the Code, but


            2. would be deductible by the Corporation if deferred and paid in a
      later Plan Year, the Corporation reserves the right to defer the
      distribution of all or any portion of such Participant's Signing Bonus
      Deferral with all earnings, gains or loses thereon until such time as the
      Corporation determines that the distribution of all or any portion of such
      Participant's Signing Bonus Deferral will be payable without the
      disallowance of the deduction prescribed by Code Section 162(m)
      ("Deferrals"). Such unpaid Deferral shall be transferred to the Deferred
      Compensation Plan and shall be held in the KeyCorp Deferred Compensation
      Plan's Common Stock Account and the provisions of the KeyCorp Deferred
      Compensation Plan thereafter shall become applicable with regard to such
      Deferral.

      Notwithstanding any other provision of this Section 6.5, however, a
Participant's Signing Bonus Deferral transferred to the KeyCorp Deferred
Compensation Plan together with all earnings, gains, and losses thereon, shall
be distributed to the Participant no later than April 15 of the year following
the employment termination date of the Participant, regardless of the
deductibility of such distribution.

      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, each
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 vested 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. Any Beneficiary designation may be changed by
the Participant without the consent of the previously named Beneficiary by the
Participant's filing of a new designation


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with the Corporation. The filing of a new designation shall cancel all
designations previously filed by the Participant.

      7.3 NO BENEFICIARY DESIGNATION. If a 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, the Participant's Beneficiary shall be
the Participant's estate.

                                  ARTICLE VIII

                                 ADMINISTRATION

      8.1 ADMINISTRATION. The Corporation, as the "Plan Administrator" 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
Corporation 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
Corporation 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 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);


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      (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 8.2, if the Claimant requests a review of
the claim 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 or entities. 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 a
            Participant's Signing Bonus Deferral, and (ii) all earnings and
            gains on such Participant's Signing Bonus Deferral 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 the rate of earnings to be credited on a Participant's
            Signing Bonus Deferral with all earnings and gains accrued thereon
            under the Common Stock Account until the close of the applicable
            Plan Year in which such amendment or modification is made.

      9.2 EFFECT OF PLAN TERMINATION. If the Corporation terminates the Plan,
either in whole or in part, the following will apply:


      (a)   PARTIAL TERMINATION. The Corporation may partially terminate the
            Plan by instructing the Plan Administrator to not accept any
            additional Signing Bonus Deferrals. If such a partial termination
            occurs, the Plan shall continue to operate and to be effective with


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            regard to those Participant's Signing Bonus Deferrals deferred prior
            to the effective date of such partial termination.

      (b)   COMPLETE TERMINATION. The Corporation may completely terminate the
            Plan by instructing the Plan Administrator to not accept any
            additional Participant Deferrals and to fully vest all Participants'
            Plan Account balances. If such a complete termination occurs, the
            Plan shall cease to operate and the Plan Administrator shall
            distribute each Participant's Plan Account balance. Participants'
            distributions shall be made in a lump sum distribution of Common
            Shares, net of withholding, based on the value of each Participant's
            Plan Account balance as of the Participant's Plan distribution date.

      Notwithstanding the foregoing provisions of this Section 9.2, however, in
the event a Participant who is subject to the Corporation Stock Ownership
Guidelines fails to meet his or her Stock Ownership Guidelines requirements at
the time of his or her Plan distribution and the Participant has elected to
receive a lump sum distribution from the Plan, the Corporation in its discretion
may (1) withhold such portion of the Participant's lump sum distribution of
Common Shares until the Participant has otherwise met his or her obligations
under the Corporation Stock Ownership Guidelines, or (2) issue to the
Participant restricted Common Shares whose transferability will be restricted
until the Participant otherwise meets his or her obligations under the Stock
Ownership Guidelines.

                                    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 2.1(c) of the Plan, no amendment or modification of the 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, or (2) to reduce or modify
the Common Stock Accounts' method of calculating earnings, gains, and/or losses
on the Participant's Pre-Change of Control Account Balance. 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 undistributed amount of the
Participant's Signing Bonus Deferral 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 transaction or occurrence
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 Common Stock Account 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 in an equivalent amount of Common Shares equal to
the balance in the Common Stock Account and, from and after such reorganization,
reclassification, consolidation, merger or sale, the Common Stock Account shall
reflect on a bookkeeping basis all dividends, interest, earnings and losses
attributable to such securities, cash, and other property.


                                       11
<PAGE>
      10.3 AMENDMENT IN THE EVENT OF A CHANGE OF CONTROL. On and after a Change
of Control, the provisions of Article II, Article IV, Article V, Article VI,
Article VII, Article VIII, Article IX, and this 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.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      11.1 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."

      11.2 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.

      11.3 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.

      11.4 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.

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

      11.6 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.

      11.7 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.

      11.8 VALIDITY OF PLAN. The validity of the Plan shall be determined and
the Plan shall be construed and interpreted in accordance with 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.

      11.9 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.

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


                                       12
<PAGE>
      11.11 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.

      11.12 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.

      11.13 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.

      11.14 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.

      11.15 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
                                               ---------------------------------