<PAGE>
                                                                   EXHIBIT 10.40
                                     KEYCORP
                          SUPPLEMENTAL RETIREMENT PLAN

                                    ARTICLE I

                                    THE PLAN

         The KeyCorp Supplemental Retirement Plan (the "Plan"), as amended and
restated as of August 1, 1996, is hereby amended and restated in its entirety to
be effective as of January 1, 2002. The Plan, as amended, is designed to provide
a supplemental retirement benefit to certain key employees of KeyCorp and its
subsidiaries who became covered under the Plan in their capacity as a key
employee of Society Corporation, and who in accordance with the terms of the
Plan constitute a "Grandfathered Employee" as that term is defined below. It is
the intention of KeyCorp and it is the understanding of the Grandfathered
Employees 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 II

                                   DEFINITIONS

         2.1      MEANINGS OF DEFINITIONS. As used herein, the following words
and phrases shall have the meanings hereinafter set forth, unless a different
meaning is plainly required by the context:

         (a)      "AVERAGE INTEREST CREDIT" shall mean the average of the
                  Interest Credits (as defined in the Retirement Plan) for the
                  three (3) consecutive calendar years ending with the year of
                  the Grandfathered Employee's termination.

         (b)      "AVERAGE TREASURY RATE" shall mean the average of the Treasury
                  Rates (as defined in the Retirement Plan) for the three (3)
                  consecutive calendar years ending with the year of the
                  Grandfathered Employee's termination.

         (c)      "BENEFICIARY" shall mean the Grandfathered Employee's
                  surviving spouse or such other Beneficiary determined pursuant
                  to Article VII of the Retirement Plan in the event the
                  Grandfathered Employee dies before his or her Supplemental
                  Retirement Benefit shall have been distributed to him or her
                  in full.

         (d)      "COMPENSATION" for any Plan year or any partial Plan year in
                  which the Grandfathered Employee incurs a severance from
                  service date shall mean the entire amount of base compensation
                  paid to such Grandfathered Employee during such period by
                  reason of his employment as an Employee as reported for
                  federal income tax purposes, or such base compensation which
                  would have been paid

                                      -1-
<PAGE>
                  except for (1) the timing of an Employer's payroll processing
                  operations, (2) the Grandfathered Employee's election to
                  participate in the KeyCorp 401(k) Savings Plan, KeyCorp Excess
                  401(k) Savings Plan, the KeyCorp Flexible Benefits Plan, the
                  KeyCorp Automatic Deferral Plan, and/or (3) the Grandfathered
                  Employee's election to defer such base compensation election
                  of under the KeyCorp Deferred Compensation Plan for the
                  applicable Plan year(s), provided, however, that the term
                  Compensation shall specifically exclude:

                  (i)      any amount attributable to the Grandfathered
                           Employee's exercise of stock appreciation rights and
                           the amount of any gain to the Grandfathered Employee
                           upon the exercise of stock options;

                  (ii)     any amount attributable to the Grandfathered
                           Employee's receipt of non-cash remuneration whether
                           or not it is included in the Grandfathered Employee's
                           income for federal income tax purposes;

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

                  (iv)     any amount attributable to a lump sum severance
                           payment paid by an Employer or the Corporation to the
                           Grandfathered Employee;

                  (v)      any amount attributable to fringe benefits (cash and
                           non-cash);

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

                  (vii)    any amount paid to the Grandfathered Employee during
                           the Plan year which is attributable to interest
                           earned and any KeyCorp matching contributions
                           allocated on compensation deferred under a plan of an
                           Employer or the Corporation.

                  (viii)   any amount attributable to salary deferrals paid to
                           the Grandfathered Employee during the Plan year,
                           which have been previously included as compensation
                           under the Plan; and

                  (ix)     any amount paid for any period after the
                           Grandfathered Employee's termination or retirement
                           date.

                                      -2-
<PAGE>

         (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.

         (f)      "EARLY RETIREMENT DATE" shall mean the date of the
                  Grandfathered Employee's retirement from his or her employment
                  with an Employer on or after the Grandfathered Employee's
                  attainment of age 55 and completion of a minimum of ten years
                  of Benefit Service, but prior to the Grandfathered Employee's
                  Normal Retirement Date.

         (g)      "EMPLOYEE" shall mean any person who is employed by an
                  Employer, provided, however, that as of December 31, 1994 all
                  Employees who are Plan Grandfathered Employees (other than
                  Grandfathered Employees) shall cease any further future
                  benefit accrual under the Plan and such Employees'
                  Supplemental Retirement Plan benefit shall be valued in
                  accordance with the provisions of Article IX hereof and
                  transferred to KeyCorp Excess Cash Balance Pension Plan.
                  Thereafter, effective January 1, 1995, the term "Employee"
                  shall include only Grandfathered Employees.

         (h)      "EMPLOYER" shall mean the Corporation and any of its
                  subsidiaries or affiliates 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 any conditions or requirements made by the Corporation, and
                  each Employer shall be deemed to appoint the Corporation as
                  its exclusive agent under the Plan as long as it continues as
                  an Employer.

         (i)      "FINAL AVERAGE COMPENSATION" shall mean with respect to any
                  Grandfathered Employee, the annual average of his or her
                  highest aggregate Compensation for any period of five
                  consecutive years within the period of ten consecutive full
                  years immediately prior to his or her retirement or other
                  termination of employment, or any termination of the Plan,
                  whichever first occurs; provided, however, that if a
                  Grandfathered Employee is employed for less than five
                  consecutive years prior to such date, the term shall mean the
                  monthly average of the aggregate amount of his or her
                  Compensation for the entire period of the Grandfathered
                  Employee's employment, multiplied by 12. If a Grandfathered
                  Employee receives no Compensation for any portion of such five
                  consecutive years because of absence from work, there shall be
                  treated as Compensation received during such period of absence
                  an amount equal to the Compensation he or she would have
                  received had the Grandfathered Employee not been absent, such
                  amount to be determined by the Corporation on the basis of
                  such Grandfathered Employee's salary or wage rate in effect
                  immediately prior to such absence; provided, however, that no
                  Compensation shall be credited hereunder for the period during
                  which the Grandfathered Employee is permanently and totally
                  disabled and for which he receives benefits under the long
                  term disability program maintained in effect by his Employer.

                                      -3-

<PAGE>

         (j)      "GRANDFATHERED EMPLOYEE" shall mean an Employee who is listed
                  on Exhibit A attached hereto.

         (k)      "HARMFUL ACTIVITY" shall have occurred if the Grandfathered
                  Employee 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 Grandfathered Employee 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 Grandfathered Employee 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.

                  (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
                           Grandfathered Employee created, in whole or in part,
                           during employment with KeyCorp, including, without
                           limitation, the signing of patent applications and
                           assignments thereof.

                  (v)      Upon the Grandfathered Employee'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 Grandfathered Employee'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 Grandfathered Employee 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 Grandfathered Employee was
                           employed at KeyCorp unless such prohibited activity
                           was inadvertent, done in good faith, and did not
                           involve a customer whom the Grandfathered Employee
                           should have reasonably known was a customer of
                           KeyCorp.

                                      -4-

<PAGE>

                  (vii)    Upon the Grandfathered Employee'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 Grandfathered Employee was
                           engaged in for KeyCorp during the one year period
                           prior to the termination of the Grandfathered
                           Employee'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)      "INCENTIVE COMPENSATION AWARD" for any Plan year shall
                  collectively mean the short term incentive compensation award
                  (whether in cash or common shares of the Corporation, and
                  whether paid or deferred, or a combination of both) and the
                  long term incentive compensation award (whether in cash or
                  common shares of the Corporation, and whether paid or
                  deferred, or a combination of both) (if any) granted to a
                  Grandfathered Employee under an Incentive Compensation Plan,
                  as follows:

                  -        An incentive compensation award granted under the
                           KeyCorp Annual Incentive Plan, the KeyCorp Short Term
                           Incentive Compensation Plan, the KeyCorp Management
                           Incentive Compensation Plan, and/or such other
                           Employer-sponsored line of business Incentive
                           Compensation Plan which shall constitute an incentive
                           compensation award for the year in which the award is
                           earned (without regard to the actual time of
                           payment).

                  -        An incentive compensation award granted under the
                           KeyCorp Long Term Incentive Compensation Plan ("LTIC
                           Plan") with respect to any multi-year performance
                           period which shall be deemed to be for the last year
                           of the multi-year period without regard to the actual
                           time of payment of the award. Accordingly, an
                           incentive compensation award granted under the LTIC
                           Plan

                                      -5-
<PAGE>
                           with respect to the three-year performance period of
                           1993, 1994, and 1995 will be deemed to be for 1995
                           (without regard to the actual time of payment), and
                           the entire Incentive Compensation award under the
                           LTIC Plan for that performance period will be a LTIC
                           Plan award for the year 1995.

                  -        An incentive compensation award granted under the
                           KeyCorp Long Term Incentive Plan ("Long Term Plan")
                           with respect to any multi-year period which shall be
                           deemed to be for the last year of the multi-year
                           performance period and for the year immediately
                           following such year (without regard to the actual
                           time of payment). Accordingly, an award granted under
                           the Long Term Plan with respect to the four-year
                           performance period of 1998, 1999, 2000, and 2001
                           shall be deemed to be for the years 2001 and 2002,
                           with one-half the award allocated to the year 2001,
                           and one-half the award allocated to the year 2002.

                  -        An incentive compensation award granted in the form
                           of restricted stock under the KeyCorp Amended and
                           Restated 1991 Equity Compensation Plan with respect
                           to any multi-year period (but specifically excluding
                           those awards applicable to the 2002-2003 multi-year
                           period), which shall be deemed to be for the year in
                           which the award (grant) is made to the Grandfathered
                           Employee; provided, however, that only those shares
                           of restricted stock that have vested as of the
                           Grandfathered Employee's termination date shall be
                           utilized for purposes of determining the
                           Grandfathered Employee's incentive compensation
                           award. The fair market value of such shares as of the
                           date of the restricted stock grant multiplied by the
                           number of vested shares as of the Grandfathered
                           Employee's termination date shall determine the value
                           of such incentive compensation award for purposes of
                           calculating the Grandfathered Employee's Supplemental
                           Retirement Benefit under the provisions of Article
                           III of the Plan.

                           Notwithstanding the foregoing, however, if at the
                           time of the Grandfathered Employee's termination
                           date, the Grandfathered Employee maintains shares of
                           not forfeited restricted stock and such restricted
                           stock later vests in conjunction with the passage of
                           time or with the Corporation's attainment of certain
                           performance criteria, or otherwise, then as of such
                           vesting date(s), the Grandfathered Employee's Monthly
                           Supplemental Retirement Benefit shall be recalculated
                           to include such newly vested shares for purposes of
                           determining the value of the Grandfathered Employee's
                           incentive compensation award(s) in accordance with
                           Article III of the Plan.

                  -        An incentive compensation award granted in the form
                           of either restricted stock and/or phantom shares
                           (hereinafter collectively referred to as "shares")
                           under the KeyCorp Chief Executive Officer Plan with
                           respect to any multi-year period (but specifically
                           excluding those awards applicable to the 2002-

                                      -6-

<PAGE>

                           2003 multi-year period), which shall be deemed to be
                           for the year in which the award (grant) is made to
                           the Grandfathered Employee; provided, however, that
                           only those shares that have vested as of the
                           Grandfathered Employee's termination date shall be
                           utilized for purposes of determining the
                           Grandfathered Employee's incentive compensation
                           award. The fair market value of such shares as of the
                           date of the share grant multiplied by the number of
                           vested shares as of the Grandfathered Employee's
                           termination date shall determine the value of such
                           incentive compensation award for purposes of
                           calculating the Grandfathered Employee's Supplemental
                           Retirement Benefit under the provisions of Article
                           III of the Plan.

                           Notwithstanding the foregoing, however, if at the
                           time of the Grandfathered Employee's termination
                           date, the Grandfathered Employee maintains not
                           forfeited shares, and such shares later vest in
                           conjunction with the passage of time or with the
                           Corporation's attainment of certain performance
                           criteria, or otherwise, then as of such vesting
                           date(s), the Grandfathered Employee's Monthly
                           Supplemental Retirement Benefit shall be recalculated
                           to include such newly vested shares for purposes of
                           determining the value of the Grandfathered Employee's
                           incentive compensation award(s) in accordance with
                           Article III of the Plan.

         (m)      "INCENTIVE COMPENSATION PLAN" shall mean the KeyCorp
                  Management Incentive Compensation Plan, the KeyCorp Annual
                  Incentive Plan, the KeyCorp Short Term Incentive Compensation
                  Plan, the KeyCorp Long Term Incentive Compensation Plan, the
                  KeyCorp Long Term Incentive Plan, the KeyCorp Amended and
                  Restated 1991 Equity Compensation Plan, the KeyCorp Chief
                  Executive Officer Plan and/or such other Employer-sponsored
                  line of business incentive compensation plan that KeyCorp in
                  its sole discretion determines constitutes an "Incentive
                  Compensation Plan" for purposes of this Section 2.1(m), as may
                  be amended from time to time.

         (n)      "KEYCORP CHIEF EXECUTIVE OFFICER PLAN" shall mean the KeyCorp
                  Chief Executive Officer Restricted Stock Plan, as may be
                  amended from time to time, including any other successor or
                  replacement plan.

         (o)      "NORMAL RETIREMENT DATE" shall mean the first day of the month
                  coinciding with or immediately following a Grandfathered
                  Employee's 65th birthday, or if later, the fifth anniversary
                  of the Grandfathered Employee's employment commencement date.

         (p)      "RETIREMENT PLAN" shall mean the KeyCorp Cash Balance Pension
                  Plan with all amendments, modifications and supplements which
                  may be made thereto, as in effect on the date of a
                  Grandfathered Employee's retirement, death, or other
                  termination of employment.

                                      -7-
<PAGE>

         (q)      "SUPPLEMENTAL RETIREMENT BENEFIT" shall mean the benefit paid
                  under this Plan as determined under Article III of the Plan.

         All other capitalized and undefined terms used herein shall have the
meanings given them in the Retirement Plan for Employees of Society Corporation
and Subsidiaries (January 1, 1993 Restatement) ("Society Retirement Plan"),
unless a different meaning is plainly required by the context.

         The masculine gender includes the feminine, and singular references
include the plural, unless the context clearly requires otherwise.

                                   ARTICLE III

                         SUPPLEMENTAL RETIREMENT BENEFIT

         3.1      ELIGIBILITY. A Grandfathered Employee shall be eligible for a
Supplemental Retirement Benefit hereunder if the Grandfathered Employee (i)
retires on or after age 65 with five or more years of Benefit Service, (ii)
terminates employment with an Employer on or after age 55 with ten or more years
of Benefit Service, (iii) terminates his or her active employment with an
Employer upon becoming Disabled after completing five or more years of Benefit
Service and disability benefits have ceased under the KeyCorp Long-Term
Disability Plan due to the Grandfathered Employee's election for Early or Normal
Retirement under the Retirement Plan, or (iv) dies after completing five or more
years of Benefit Service, and has a Beneficiary who is eligible for a benefit
under the Retirement Plan.

         3.2      AMOUNT AND PAYMENT. Subject to the provisions of Section 3.4
hereof, a Grandfathered Employee's Supplemental Retirement Benefit shall be
determined as follows:

         Effective as of December 5, 1989, the monthly Supplemental Retirement
         Benefit payable to a Grandfathered Employee shall be such amount as is
         required, when added to the monthly benefit payable (before the
         reduction applicable to any optional method of payment) under the
         Retirement Plan, to produce an aggregate monthly benefit equal to the
         monthly benefit which would have been payable (determined without
         regard to the annual limitation on Plan benefits imposed pursuant to
         Section 415 of the Code, the limitation on annual compensation imposed
         pursuant to Section 401(a)(17) of the Code, or the reduction applicable
         to any optional method of payment) under either the Society Retirement
         Plan formula in effect on and after January 1, 1989, or the applicable
         Society Retirement Plan formula in effect prior to January 1, 1989,
         whichever results in a larger monthly benefit, if there was added to
         the Grandfathered Employee's Final Average Monthly Compensation an
         amount equal to the monthly average of the highest five Incentive
         Compensation Awards granted to him or her under an Incentive
         Compensation Plan during the ten-year period preceding the earliest of
         his retirement, death, disability, or other termination of employment.
         Notwithstanding the foregoing, if a Grandfathered Employee was granted
         fewer than five awards, such monthly average is determined by

                                      -8-

<PAGE>

         adding the amounts of such awards and dividing by 60. Solely for
         purposes of reference, the alternative benefit formulas in effect under
         the Society Retirement Plan prior to January 1, 1989, and the
         eligibility criteria applicable to each are reproduced in Exhibit B
         attached hereto.

         3.3      EARLY RETIREMENT ELECTION. Subject to the provisions of
Section 3.4 hereof, if a Grandfathered Employee elects to receive his or her
Supplemental Retirement Benefit on or after the Grandfathered Employee's Early
Retirement Date but prior to the Grandfathered Employee's Normal Retirement
Date, the Grandfathered Employee's Supplemental Retirement Benefit shall be
calculated in accordance with the provisions of Section 3.2 hereof, provided,
however, that the benefit payable under the Retirement Plan for purposes of
Section 3.2 and this Section 3.3 hereof, shall be the Grandfathered Employee's
Normal Retirement Date benefit. In calculating this Normal Retirement Date
benefit, if the Grandfathered Employee is not eligible for, or chooses not to
elect his or her monthly benefit under the provisions of Section 6.5(b) of the
Retirement Plan, then such Grandfathered Employee's Retirement Plan benefit as
of his or her termination date shall be increased for purposes of this Plan with
an imputed Average Interest Credit to reflect the Grandfathered Employee's
benefit at his or her Normal Retirement Date, and shall be converted to the form
of a single life annuity option using the Average Treasury Rate and GATT
Mortality Table. The amount of the Grandfathered Employee's monthly Supplemental
Retirement Benefit otherwise determined under this Section 3.3 hereof shall then
be reduced by .3% for each month between ages 55 and 60 and .4% for each month
after age 60 in which the commencement of the Grandfathered Employee's
Supplemental Retirement Benefit precedes his or her Normal Retirement Date.

         3.4      RECALCULATION AS A RESULT OF HARMFUL ACTIVITY. Notwithstanding
the foregoing provisions of Section 3.2 and Section 3.3 hereof, the Corporation
reserves the right at all times to recalculate a Grandfathered Employee's
Supplemental Retirement Benefit, if it is determined that within six months of
the Grandfathered Employee's termination date the Grandfathered Employee engaged
in any Harmful Activity, as that term is defined in accordance with Section
2.1(k) of the Plan, which resulted in the forfeiture of all or any portion of
the Grandfathered Employee's restricted share award(s) under the KeyCorp Amended
and Restated 1991 Equity Compensation Plan or the KeyCorp Chief Executive
Officer Plan. Such recalculation shall relate back to the Grandfathered
Employee's original date of termination, and any Supplemental Retirement Benefit
payment paid to the Grandfathered Employee in excess of such recalculated
Supplemental Retirement Benefit amount shall be offset against any future
Supplemental Retirement Benefit payments to be paid to the Grandfathered
Employee.

         3.5      ACTUARIAL FACTORS. The Supplemental Retirement Benefit
payable to a Grandfathered Employee or Grandfathered Employee's Beneficiary in a
form other than a single life annuity shall be actuarially equivalent to such
single life annuity payment option. In making the determination provided for in
this Article III, the Corporation shall rely upon calculations made by the
independent actuaries for the Plan, who shall determine actuarially equivalent
benefits under the Plan by applying the UP-1984 Mortality Table (set back two
years) and using an interest rate of 6%.

                                      -9-

<PAGE>

                                   ARTICLE IV

                   PAYMENT OF SUPPLEMENTAL RETIREMENT BENEFIT

         4.1      IMMEDIATE PAYMENT UPON TERMINATION OR RETIREMENT OF
GRANDFATHERED EMPLOYEE. Subject to the provisions of Section 4.2 hereof, a
Grandfathered Employee meeting the age and service eligibility requirements of
Section 3.1 shall receive an immediate distribution of his or her Supplemental
Retirement Benefit upon the Grandfathered Employee's retirement or termination
of employment, in the form of a single life annuity, unless the Grandfathered
Employee elects in writing a minimum of thirty days prior to his or her
retirement or termination date, to receive payment of his or her Supplemental
Retirement Benefit under a different form of payment. The forms of payment from
which a Grandfathered Employee may elect shall be identical to those forms of
payment specified in the Retirement Plan, provided, however, that the lump sum
payment option available under the Retirement Plan shall not be available under
this Plan. Such method of payment, once elected by the Grandfathered Employee,
shall be irrevocable.

         4.2      DEFERRED BENEFIT PAYMENT. A Grandfathered Employee who
retires or terminates his or her employment with an Employer after meeting the
age and service requirements of Section 3.1, may elect to defer receipt of his
or her Supplemental Retirement Benefit until a date specified by the
Grandfathered Employee, provided, (1) the Grandfathered Employee notifies the
Corporation in writing of his or her deferral election a minimum of one year
prior to the Grandfathered Employee's retirement or termination of employment,
(2) the Grandfathered Employee specifies the future date on which such
Supplemental Retirement Benefit shall be distributed, and (3) the Grandfathered
Employee commences distribution of his or her Supplemental Retirement Benefit no
later than the first day of the month immediately following the Grandfathered
Employee's sixty-fifth (65th) birthday. The election to defer, once made by the
Grandfathered Employee, shall be irrevocable.

         Notwithstanding the foregoing, in the case of an "unforeseeable
emergency", upon written application by the Grandfathered Employee to the
Corporation, the Corporation, in its sole discretion, may accelerate the
distribution of the Grandfathered Employee's deferred Supplemental Retirement
Benefit. For purposes of this Section 4.2, the term "unforeseeable emergency"
shall mean an unanticipated emergency that is caused by an event beyond the
control of the Grandfathered Employee that would result in severe financial
hardship to the Grandfathered Employee if such premature distribution were not
permitted.

         4.3      PAYMENT UPON DEATH OF GRANDFATHERED EMPLOYEE.

         (a)      Upon the death of a Grandfathered Employee who has met the
                  service requirement of Section 3.1, but who has not yet
                  commenced distribution of his or her Supplemental Retirement
                  Benefit there shall be paid to the Grandfathered Employee's
                  Beneficiary 50% of the Supplemental Retirement Benefit which
                  the Grandfathered Employee would have been entitled to receive
                  had he or she retired

                                      -10-

<PAGE>

                  on his or her Normal Retirement Date and elected to receive
                  his or her Supplemental Retirement Benefit.

                  For purposes of this Section 4.3(a) only, the following shall
                  apply:

                  (i)      The Grandfathered Employee's Benefit Service shall be
                           calculated as of the Grandfathered Employee's date of
                           death.

                  (ii)     The Grandfathered Employee's Retirement Plan benefit
                           shall be calculated under the provisions of Article
                           IV of the Retirement Plan as if the Grandfathered
                           Employee retired on his or her Normal Retirement
                           Date, with such Retirement Plan benefit being
                           increased for purposes of this Section 4.3(a) with an
                           imputed Average Interest Credit to reflect what the
                           Grandfathered Employee's Retirement Plan benefit
                           would have been as of the Grandfathered Employee's
                           Normal Retirement Date; such Retirement Plan benefit
                           shall be converted to a single life annuity option
                           using the Average Treasury Rate and the Gatt
                           Mortality Table.

                           Payment of this death benefit shall be made in the
                           form of a single life annuity, and will be subject to
                           distribution any time after the date the
                           Grandfathered Employee would have attained his or her
                           Early Retirement Date, which shall be calculated in
                           accordance with the actuarial reduction provisions
                           contained within Section 3.3 hereof, if paid prior to
                           the Grandfathered Employee's Normal Retirement Date.

         (b)      In the event of a Grandfathered Employee's death after the
                  Grandfathered Employee has commenced distribution of his or
                  her Supplemental Retirement Benefit, there shall be paid to
                  the Grandfathered Employee's Beneficiary only those survivor
                  benefits provided under the form of benefit payment elected by
                  the Grandfathered Employee.

         4.4      PAYMENT UPON GRANDFATHERED EMPLOYEE'S ATTAINMENT OF AGE
70-1/2. A Grandfathered Employee shall be required to commence distribution of
his or her Supplemental Retirement Benefit no later than April 1 of the calendar
year following the year in which the Grandfathered Employee attains age 70-1/2.

                                    ARTICLE V

                       ADMINISTRATION AND CLAIMS PROCEDURE

         5.1      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

                                      -11-

<PAGE>
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 (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
Corporation shall not be disturbed unless the Corporation has acted in an
arbitrary and capricious manner. Subject to the requirements of law, the
Corporation 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 Corporation 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 5.2. The Plan year, for purposes
of Plan administration, shall be the calendar year.

         5.2      CLAIMS REVIEW PROCEDURE. Whenever the Corporation 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
Corporation 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 receives such notice, he may obtain review of the decision of the
Corporation in accordance with the procedures hereinafter set forth. Within such
60-day period, the Claimant or his authorized representative may request that
the claim denial be reviewed by filing with the Corporation a written request
therefore, which request shall contain the following information:

         (a)      the date on which the request was filed with the Corporation;
                  provided, however, that the date on which the request for
                  review was in fact filed with the Corporation 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 claim which the
                  Claimant requests the Corporation to review;

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

         (d)      any written material which the Claimant desires the
                  Corporation to examine in its consideration of the Claimant's
                  position as stated pursuant to paragraph (c) above.

         In accordance with this Section, if the Claimant requests a review of
the Corporation's decision, such review shall be made by the Corporation, who
shall, within sixty (60) days after receipt of the request form, review and
render a written decision on the claim containing the

                                      -12-
<PAGE>

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 Corporation shall not be modified unless the Corporation has
acted in an arbitrary and capricious manner. Subject to the requirements of a
law, the Corporation 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 Corporation shall be binding on the Claimant and upon all
other Persons. If the Claimant shall not file written notice with the
Corporation 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 VI

                                     FUNDING

         All benefits under the Plan shall be payable solely in cash from the
general assets of the Corporation or a subsidiary, and Grandfathered Employees,
and Grandfathered Employees' Beneficiaries shall have the status of general
unsecured creditors of the Corporation. The obligations of the Corporation to
make distributions in accordance with the provisions of the Plan constitute a
mere promise to make payments in the future. The Corporation shall have no
obligation to establish a trust or fund to fund its obligation to pay benefits
under the Plan or to insure any benefits under the Plan. Notwithstanding any
provision of this Plan, the Corporation may, in its sole discretion, combine the
payment due and owing under this Plan with one or more other payments owing to a
Grandfathered Employee, or a Grandfathered Employee's Beneficiary under any
other plan, contract, or otherwise (other than any payment due under the
Retirement Plan), in one check, direct deposit, wire transfer, or other means of
payment. Finally, it is the intention of the Corporation and the Grandfathered
Employees that the Plan be unfunded for tax purposes and for the purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended.

                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

         The Corporation reserves the right to amend or terminate the Plan at
any time by action of its Board of Directors or a duly authorized committee of
such Board of Directors; provided, however, that no such action shall adversely
affect the benefit accrued up to the date of the Plan amendment or termination
for any Grandfathered Employee who has met the age and service requirements of
Section 3.1 of the Plan, or any Grandfathered Employee or Grandfathered
Employee's Beneficiary who is receiving a Supplemental Retirement Benefit,
unless an equivalent benefit is provided under another plan maintained by an
Employer.

                                      -13-

<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1      INTEREST OF GRANDFATHERED EMPLOYEE. The obligation of the
Corporation under the Plan to provide a Grandfathered Employee, or Grandfathered
Employee's Beneficiary, with a Supplemental Retirement Benefit merely
constitutes the unsecured promise of the Corporation to make payments as
provided herein, and no person shall have any interest in, or a lien or prior
claim on, any property of the Corporation.

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

         8.3      BENEFITS. Nothing in the Plan shall be construed to confer
any right or claim upon any person, firm, or corporation other than
Grandfathered Employees, or Grandfathered Employees' Beneficiaries who become
entitled to a benefit under the Plan.

         8.4      RESTRICTIONS ON ALIENATION. Except to the extent permitted by
law, no benefit under the Plan shall be subject to anticipation, alienation,
assignment (either at law or in equity), encumbrance, garnishment, levy,
execution, or other legal or equitable process. No person shall have power in
any manner to anticipate, transfer, assign, (either at law or in equity),
alienate or subject to attachment, garnishment, levy, execution, or other legal
or equitable process, or in any way encumber his benefits under the Plan, or any
part thereof, and any attempt to do so shall be void.

         8.5      ABSENCE OF LIABILITY. No member of the Board of Directors of
the Corporation or a subsidiary or any officer of the Corporation or 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 his bad faith or willful misconduct,
for anything done or omitted to be done by himself.

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

         8.7      PRECEDENT. Except as otherwise specifically provided, 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.

                                      -14-

<PAGE>

         8.8      DUTY TO FURNISH INFORMATION. The Corporation shall furnish to
each Grandfathered Employee or Grandfathered Employee's 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.

         8.9      WITHHOLDING. The Corporation shall withhold any tax required
by any present or future law to be withheld from any payment hereunder to any
Grandfathered Employee or Grandfathered Employee's Beneficiary.

         8.10     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 the Act, the Code, and, to the extent 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.

         8.11     PARTIES BOUND. The Plan shall be binding upon the Employer,
all Grandfathered Employees, and all Grandfathered Employees' Beneficiaries, and
the executors, administrators, successors, and assigns of each of them.

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

                                   ARTICLE IX

                       TRANSFER OF EMPLOYEES' SUPPLEMENTAL
                    RETIREMENT PLAN BENEFIT INTO THE KEYCORP
                        EXCESS CASH BALANCE PENSION PLAN

         9.1      TRANSFER OF EMPLOYEES' SUPPLEMENTAL RETIREMENT PLAN BENEFIT
INTO THE KEYCORP EXCESS CASH BALANCE RETIREMENT PLAN. Effective December 31,
1994, all benefit accruals under the Plan for Employees (other than
Grandfathered Employees) shall cease, and the Plan benefits for such Employees
(other than Grandfathered Employees) shall be calculated and reduced to a lump
sum cash benefit by applying the Pension Benefit Guarantee Corporation interest
rate for determining lump sum cash benefits as in effect on January l, 1995 and
the UP-1984 Mortality Table (no set-back). Effective January l, 1995, the lump
sum value of each Employee's (other than Grandfathered Employees') Supplemental
Retirement Benefit, as so calculated, shall be transferred to the KeyCorp Excess
Cash Balance Pension Plan, and each Employee's Supplemental Retirement Benefit
shall become the Employee's opening account balance under the KeyCorp Excess
Cash Balance Pension Plan.

         9.2      APPLICABILITY OF PLAN PROVISIONS. Notwithstanding anything to
the contrary contained in this Plan, the sole provisions of this Plan which
continue to have any effect with respect to Employees (other than Grandfathered
Employees) on and after January 1, 1995 shall be the provisions of this Article
IX, and such Employees shall cease to be Plan Employees as of such date.

                                      -15-

<PAGE>

         9.3      EFFECT OF TRANSFER. The Plan shall not be deemed terminated
or discontinued by reason of this Article IX and the transfer of Employees'
Supplemental Retirement Benefits into the KeyCorp Excess Cash Balance Retirement
Plan; such transfer shall be applicable only to Employees and shall have no
effect on Grandfathered Employees' continued Plan participation and accrual of
Plan benefits on and after January 1, 1995. No Supplemental Retirement Benefit
or any other benefit shall be paid under this Plan to an Employee on or after
January 1, 1995.

                                    ARTICLE X

                                CHANGE OF CONTROL

         Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change of Control, a Grandfathered Employee's interest in his or her
Supplemental Retirement Benefit shall vest, and the Grandfathered Employee shall
be entitled to receive an immediate distribution of his or her Supplemental
Retirement Benefit, if on and after a Change of Control the Grandfathered
Employee has at least five (5) years of Benefit Service, and (i) the
Grandfathered Employee's employment is terminated by his or her Employer and any
other Employer without cause, or (ii) the Grandfathered Employee resigns within
two years following a Change of Control as a result of the Grandfathered
Employee's mandatory relocation, reduction in the Grandfathered Employee's base
salary, reduction in the Grandfathered Employee's average annual incentive
compensation (unless such reduction is attributable to the overall corporate or
business unit performance), or the Grandfathered Employee's exclusion from stock
option programs as compared to comparably situated Employees.

         For purposes of this Article X hereof, a "Change of Control" shall be
deemed to have occurred if under a rabbi trust arrangement established by the
Corporation ("Trust"), as such Trust may from time to time be amended or
substituted, the Corporation is required to fund the Trust to secure the payment
of any Grandfathered Employees' Plan benefits payable hereunder because a
"Change of Control" as defined in the Trust has occurred.

                                           KEYCORP

                                      By: /s/ Thomas E. Helfrich
                                          -----------------------------------
                                      Title:  Executive Vice President
                                             --------------------------------

                                      -16-

<PAGE>
                                    EXHIBIT A

                         LIST OF GRANDFATHERED EMPLOYEE

         NAME OF EMPLOYEE                                 NAME OF EMPLOYEE

         Andrews, James                                   McGuire, James
         Auletta, Patrick                                 McDaniel, D.A.
         Bailey, Raymond                                  McGinty, Kevin
         Barger, C. Michael                               Melluzzo, Sebastian
         Beran, John                                      Meyer, John R.
         Blake, John T.                                   Meyer III, Henry
         Brooks, Craig                                    Moody Jr., John
         Bullard, Janet                                   Murray, Bruce
         Carlini, Lawrence                                Neel, Thomas M.
         Colao Jr., Anthony                               Newman, Michael
         Cortelli, John                                   Noall, Roger
         Cruse Jr., Donald                                Nucerino, Donald
         Deal, Frederick                                  O'Donnell, F. Scott
         Doland, Michael                                  Patrick, Robert
         Dorland, David                                   Platt, Craig T.
         Edmonds, David                                   Ponchak, Frank
         Egan, Richard                                    Purinton II, Arthur
         Fishell, James                                   Rapacz, Richard
         Flowers, James                                   Rasmussen, Eric
         Gill, Michael                                    Roark, Michael
         Gillespie, Jr., Robert                           Rusnak, Joseph
         Greer, Michael                                   Saddler, Thomas
         Gula, Allen                                      Schaedel, Elroy
         Haas, Robert                                     Seink, Edward
         Hancock, John                                    Simon, William
         Hann, Jr., William                               Smith, James J.
         Hartman, Sheldon                                 Swisher, Trace
         Hawthorne, Douglas                               Tracy, Robert
         Hedberg, Douglas                                 Trigg, Michael
         Heintel, Jr., Carl                               Uzl, Ralph R.
         Heisler, Jr., Robert                             Walker, Martin
         Herron, David                                    Wall, Stephen
         Heyworth, Anthony                                Wert, James W.
         Hitchcock, Thomas                                Willet, Richard
         Holloway, Ruben L.

                                      -17-

<PAGE>

         Johannsen, Rolland D.
         Jones, Robert G.
         Kamerer, James
         Kaplan, Stephen
         Karnatz, William
         Kleinhenz, Karen R.
         Klimas, Daniel
         Knapp, Peter O.
         Koontz, Cary
         Kucler, Jack
         Malone, Michael
         Mayer, George

                                      -18-

<PAGE>

                                    EXHIBIT B

         FOR PERIODS OF TIME PRIOR TO JANUARY 1, 1989, THREE ALTERNATIVE BENEFIT
FORMULAS WERE IN EFFECT UNDER THE SOCIETY RETIREMENT PLAN. THE MONTHLY AMOUNT OF
THE NORMAL RETIREMENT BENEFIT PAYABLE TO AN ELIGIBLE GRANDFATHERED EMPLOYEE WAS
EQUAL TO:

         (a) IF HE BECAME A GRANDFATHERED EMPLOYEE AND THEREFORE BEGAN TO ACCRUE
BENEFITS UNDER THE PLAN PRIOR TO JULY 1, 1981, THE GREATER OF:

         (i)      his final average monthly compensation multiplied by the sum
                  of:

                  (A)      3.2% multiplied by his years of benefit service not
                           in excess of 15, plus

                  (B)      1% multiplied by his years of benefit service in
                           excess of 15 but not in excess of 25, plus

                  (C)      0.5% multiplied by his years of benefit service in
                           excess of 25; reduced by:

                  (D)      3.33% of his Social Security Benefit Amount
                           multiplied by his years of benefit service not in
                           excess of 15; or

         (ii)     the amount determined in accordance with the formula set forth
                  in paragraph (b) below which is otherwise applicable to a
                  person who becomes an Employee on or after July 1, 1981; or

         (b) IF HE BECAME AN EMPLOYEE AND THEREFORE BEGAN TO ACCRUE BENEFITS
UNDER THE PLAN ON OR AFTER JULY 1, 1981, HIS FINAL AVERAGE MONTHLY COMPENSATION
MULTIPLIED BY THE SUM OF:

         (i)      2% multiplied by his years of benefit service not in excess of
                  30, plus

         (ii)     0.5% multiplied by his years of benefit service in excess of
                  30; reduced by:

         (iii)    1.67% of his Social Security Benefit Amount multiplied by his
                  years of benefit service not in excess of 30 to a maximum of
                  50% of such Amount; or

         (c) IF HE BECAME AN EMPLOYEE AND THEREFORE BEGAN TO ACCRUE BENEFITS
UNDER THE PLAN ON JANUARY 1, 1985, AND IMMEDIATELY PRIOR TO SUCH DATE WAS A
GRANDFATHERED EMPLOYEE IN THE THIRD NATIONAL BANK AND TRUST COMPANY OF DAYTON,
OHIO RETIREMENT PLAN, THE GREATER OF:

         (i)      the amount determined in accordance with the formula set forth
                  in paragraph (b) above which is otherwise applicable to a
                  person who becomes an Employee on or after July 1, 1981; or

                                      -19-

<PAGE>

         (ii)     the sum of:

                  (A)      2.2% of his final average monthly compensation,
                           reduced by 2% of his Social Security Benefit Amount;
                           the difference to be multiplied by his years of
                           benefit service at normal retirement date not in
                           excess of 25, plus

                  (B)      1.1% of his final average monthly compensation,
                           reduced by 1% of his Social Security Benefit Amount;
                           the difference to be multiplied by his years of
                           benefit service at normal retirement date in excess
                           of 25, adjusted as necessary to produce the actuarial
                           equivalent value on a straight life annuity basis of
                           a benefit otherwise payable on a ten-year certain and
                           continuous basis; provided, however, that in the case
                           of each Employee who was in the employment of Society
                           National Bank of Cleveland on December 31, 1971, and
                           whose continuous service is not broken after the date
                           and prior to the date of his retirement, the monthly
                           amount of his normal retirement benefit otherwise
                           determined under this Section shall be not less than
                           the monthly amount of his normal retirement benefit
                           determined under the normal retirement benefit
                           formula of the Plan as in effect on December 31,
                           1971, based on the assumption that he received no
                           increases in the rate of his compensation after
                           December 31, 1971, and using the rules for computing
                           continuous service specified in Article II of the
                           Plan as in effect on June 30, 1976 (hereinafter
                           referred to as his "minimum benefit"); and provided,
                           further, that the monthly amount so determined under
                           the provisions of this Exhibit B shall be reduced to
                           the extent provided in Section 14.10 of the Society
                           Retirement Plan as in effect on December 31, 1988.
                           Notwithstanding anything to the contrary contained in
                           the Society Retirement Plan, in no event shall an
                           Employee receive a benefit commencing at his normal
                           retirement date which is less than the largest early
                           retirement benefit to which he had been entitled
                           under the Society Retirement Plan prior to his normal
                           retirement date.

                                      -20-