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                                                                 [KEY CORP LOGO]

                                                                   Exhibit 10.10

HENRY L. MEYER III
Chairman and Chief Executive Officer                    KEYCORP
                                                        127 Public Square
February 11, 2002                                       Cleveland, OH 44114-1306

                                                        Tel: (216) 689-5715

Mr. Thomas W. Bunn
628 Hempstead Place
Charlotte, NC 28207

Dear Tom:

On behalf of KeyCorp, I am delighted to extend you our offer of employment as
the Senior Executive Vice-President for Key Corporate Finance, reporting
directly to me. In this role you will also be a member of my Senior Staff as
well as the Company's Executive Council.

I am pleased to advise you that the Compensation and Organization Committee has
approved the following employment terms, effective with your start date:

For 2002

      -     BASE SALARY: $500,000 per annum, payable semi-monthly. Your first
            salary review will be in April 2004 and will occur annually
            thereafter.

      -     CASH INCENTIVE: $1,250,000 guaranteed payment, payable when other
            annual incentives are paid, no later than March 15, 2003.

      -     LONG TERM: You will be a participant in the Company's 2002-2004 Long
            Term Incentive Compensation (LTIC) plan cycle. Your award for this
            cycle will be $500,000 and this award will be denominated in
            restricted stock shares per the terms of the plan. A description of
            the plan is enclosed for your review.

      -     STOCK OPTIONS: You will be awarded 125,000 stock options effective
            with your employment date. Of these shares, 75,000 will vest
            one-third per year (fully vested in three years) from the grant
            date. The remaining 50,000 options will vest three years from the
            anniversary of your start date. The exercise price for all shares
            will be established on your date of employment. To the maximum
            extent permissible under Internal Revenue Code limitations, the
            options will be incentive stock options (ISOs), with the balance
            being non-qualified options (NQOs). A copy of the KeyCorp Amended
            and Restated 1991 Equity Compensation Plan, which governs these
            options, is enclosed.

      -     SPECIAL SIGNING GRANT: Effective on your start date you will be
            granted a signing bonus of $600,000. This award will be denominated
            in phantom stock shares, effective on your start date, and will be
            paid to you in KeyCorp Common Stock at the end of the vesting
            period. One-third of the amount will vest each year for three years,
            on the anniversary of your start date.
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Mr. Thomas W. Bunn
February 11, 2002
Page 2

For 2003

      -     BASE SALARY: $500,000, the same as your 2002 salary.

      -     CASH INCENTIVE: $1,250,000 guaranteed payment, payable when other
            annual awards are paid, but no later than March 15, 2004.

      -     LONG TERM: Similar to 2002, you will be a participant in the
            Company's Long Term Incentive Compensation Plan. Under the current
            plan, a new three-year cycle (2003-2005) begins each year. Your
            grant will be $500,000 and will be denominated in restricted stock,
            per the terms of the plan.

      -     STOCK OPTIONS: You will receive a stock option grant of 125,000
            shares. These options will vest one third per year (fully vested in
            three years) from the date of grant. The exercise price will be set
            at the date of grant.

Beginning with your initial cash incentive award in the first quarter of 2003,
all amounts over $100,000 will be subject to the terms and conditions of
KeyCorp's Automatic Deferral Plan then in place. A copy of the KeyCorp Automatic
Deferral Plan Executive Compensation Communication, dated August 2000, is
enclosed.

As we agreed, your initial responsibilities will be to lead our Key Corporate
Finance organization. Further, your role will be expanded, no later than
September 1, 2002, to include responsibility for investment banking and capital
market activities.

As we discussed, we will review with you, prior to any release, external and
internal communications concerning you joining Key.

In addition, you will be eligible for the following:

CHANGE OF CONTROL AGREEMENT: You will be provided with a Change of Control
Agreement of the type generally given to other KeyCorp senior officers. A draft
copy of the current agreement is enclosed for your review.

EXECUTIVE PERQUISITES: You will be eligible for the following:

      -     Membership in one luncheon club in Cleveland. The company will pay
            any initiation fees, if required, and your monthly dues and any
            assessments. Reimbursement for monthly expenses will automatically
            be made through payroll and will be grossed-up for tax purposes.

      -     Initiation fees in a personal country club, if you desire. Any
            subsequent expenses (i.e., monthly dues, assessments, personal
            expenses, annual fees) will be paid by you. Business related
            expenses, of course, may be reimbursed through our expense
            reimbursement process.
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Mr. Thomas W. Bunn
February 11, 2002
Page 3



      -     Membership in one "Corporate Golf Club." The Company will pay for
            any initiation fees, if required, and your monthly dues and any
            assessments. Reimbursement for monthly expenses will automatically
            be made through payroll and will be grossed up for tax purposes.

Following the guaranteed period, beginning in 2004, you will participate in the
Short Term Incentive Compensation (STIC) program. Your current annualized target
incentive opportunity is $1,250,000. Your actual individual award will be based
on the company's performance, the performance of the businesses for which you
have responsibility and your individual contributions.

Also, in 2004 you will participate in KeyCorp's Stock Option Program. Based on
our current program you would have a stock option target of 100,000 shares.
Options currently vest one-third per year (fully vested in three years) from the
grant date and the exercise price of the options has historically been based on
the price of the stock at the time of the grant. All stock option awards are
discretionary, subject to the approval of the Compensation and Organization
Committee of KeyCorp's Board and are presently granted in accordance with the
KeyCorp Amended and Restated 1991 Equity Compensation Plan.

You will also continue to be eligible to participate in the KeyCorp Long-Term
Incentive Plan (LTIC). Your target award will be $500,000.

A copy of your relocation summary is enclosed with this letter for your
information. All of the services will be grossed up for Federal, state, local
and FICA taxes. If you voluntarily terminate your employment with KeyCorp within
one year of your hire date, you will be responsible for repayment of 100% of the
total relocation expense incurred by KeyCorp. If you voluntarily terminate after
one-year, but within two years of your hire date, you will be responsible for
repayment of one-half of the total relocation expense. Our relocation firm will
be in touch with you shortly to discuss relocation arrangements with you. We
also agree that as part of your relocation we will make the following
exceptions. First, we will provide temporary living arrangements for a maximum
of six months, if required. Second, you will be permitted two return trips home
each month during the period of your temporary living arrangements, to a maximum
of six months. Third, for purposes of your relocation, your mountain home will
be considered your primary residence.

As an employee you are also eligible for the following company benefits:

      -     Participation in the 401(k) and cash balance and the excess 401(k)
            and cash balance plans in accordance with plan documents.

      -     Enrollment in Medical, Dental, Life Insurance and other insurance
            coverage according to company policy and coverage limits (coverage
            begins the first of the month following employment).

      -     In accordance with policy, beginning in 2002, you will be eligible
            for 25 days of paid time off (PTO).
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Mr. Thomas W. Bunn
February 11, 2002
Page 4


      -     These and additional benefits are outlined in the New Employee
            Resources Guide, which I have included. (The company reserves the
            right to revise benefits at any time to comply with regulatory
            changes and/or changes in company policies.)

This employment offer and the compensation payable to you as set forth above are
contingent upon satisfactory completion of the following in KeyCorp's judgment:

      -     Application for employment and related documents.

      -     Review of references, a pre-employment drug screen and a background
            investigation.

      -     A review for FDIC prohibited offenses which includes fingerprints
            taken on or about the first day of employment and which can take up
            to six months to process.

      -     KeyCorp reserves the right to withdraw its offer of employment or to
            terminate your employment (if you become employed at KeyCorp) if the
            results of the applicant review are unsatisfactory in KeyCorp's
            judgment.

You will report directly to me, at least through March 15, 2004. Also, in the
event that you are terminated by Key, (other than for "Cause," as defined in the
Change of Control Agreement), prior to March 15, 2004, you will be entitled to
receive the remainder of the guaranteed compensation, including base salary,
cash incentive, vesting of all options, signing bonus and restricted stock
granted to you under this letter agreement within 30 days of said termination.

Tom, we are very excited about the prospect of you joining Key and look forward
to a mutually beneficial and rewarding relationship.

Sincerely,

/s/Henry

Henry L. Meyer III


AGREED TO:        /s/Thomas W. Bunn
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                    Thomas W. Bunn

Dated: February 16, 2002
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