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                                                                   EXHIBIT 10.35

                                     KEYCORP

                     COMMISSIONED DEFERRED COMPENSATION PLAN
                  (AMENDED AND RESTATED AS OF JANUARY 1, 2002)

                                    ARTICLE I

         The KeyCorp Commissioned Deferred Compensation Plan ("Plan") is hereby
established effective January 1, 2001, and amended and restated as of January 1,
2002, to provide certain selected employees of KeyCorp with the opportunity to
defer their immediate receipt of compensation to the Plan and thereby defer the
receipt of their taxable income to a later date. The Plan, as structured, is
accordingly intended to provide a current tax planning opportunity for such
employees. It is the intention of KeyCorp, and it is the understanding of those
Participants covered under the Plan, that the Plan constitutes a short-term
deferred compensation plan which 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      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 VII to receive any Plan benefits
                  payable after a Participant's death.

         (b)      "CHANGE OF CONTROL" shall be deemed to have occurred if under
                  any rabbi trust arrangement maintained by the Corporation, the
                  Corporation is required under the terms of such arrangement to
                  fund such rabbi trust to secure the payment of any
                  Participants' Plan benefits which become payable hereunder
                  because a "Change of Control" as defined in such rabbi trust
                  has occurred on and after January 1, 2001.

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

         (d)      "COMMISSION" shall mean those commissions or incentive
                  payout(s) awarded to the Employee that are tied to the
                  Employee's direct performance in conjunction with a KeyCorp
                  sales event(s) and are generally defined as a percent, share,
                  or dollar amount of the direct sale or profit generated to
                  KeyCorp as a result of such event.

         (e)      "COMMON STOCK ACCOUNT" shall mean the investment account
                  established under the Plan for bookkeeping purposes, in which
                  a Participant may elect to have his or her Participant
                  Deferrals credited. Participant Deferrals to the Common Stock
                  Account shall be credited based on a bookkeeping allocation of
                  KeyCorp Common Shares (both whole and fractional rounded to
                  the nearest one-hundredth of a share) which shall be equal to

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                  the amount of Participant Deferrals and Corporate
                  Contributions invested by the Participant and by the
                  Corporation in the Common Stock Account. The Common Stock
                  Account shall also reflect on a bookkeeping basis all
                  Dividends, gains, and losses attributable to such Common
                  Shares. All Corporate Contributions and all Participant
                  Deferrals credited to the Common Stock Account, shall be based
                  on the ten-day average of the New York Stock Exchange's
                  closing price for such Common Shares immediately preceding, up
                  to, and including the day such Participant Deferrals and
                  Corporate Contributions are credited to the Participants' Plan
                  Account.

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

         (g)      "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.

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

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

         (j)      "DISABILITY" shall mean (1) the physical or mental disability
                  of a permanent nature which prevents a Participant from
                  performing the duties that 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.

         (k)      "DISCHARGE FOR CAUSE" shall mean the termination (whether by
                  the Participant or the Employer) of a Participant's employment
                  from his or her Employer and any other Employer that is the
                  result of (1) serious misconduct as an Employee, including,
                  but not limited to, a continued failure after notice to
                  perform a substantial portion of his or her duties and
                  responsibilities unrelated to illness or incapacity, unethical
                  behavior such as acts of self-dealing or self-interest,
                  harassment, violence in the workplace, or theft; (2) the
                  commission of a crime involving a controlled substance, moral
                  turpitude, dishonesty, or breach of trust; or (3) the Employer
                  being directed by a regulatory agency or self-regulatory
                  agency to terminate or suspend the Participant or to prohibit
                  the Participant from performing services for the Employer. The
                  Corporation in its sole and absolute discretion shall
                  determine whether a Participant has been Discharged for Cause,
                  as provided for in this Section 2.1(k), provided, however,
                  that for a period of two years following a Change of Control,
                  any determination by the Corporation that an Employee has been
                  Discharged for Cause shall be set forth in writing with the
                  factual basis for such Discharge for Cause clearly specified
                  and documented by the Corporation.

         (l)      "DIVIDENDS" shall mean those quarterly earnings approved by
                  the KeyCorp Board of Directors and awarded by the Corporation
                  to all shareholders of record as of each applicable
                  ex-dividend date which shall be payable in such form and at
                  such time as the Corporation shall determine.

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         (m)      "EARLY RETIREMENT" shall mean the Participant's retirement
                  from his or her employment with an Employer on or after the
                  Participant's attainment of age 55 and completion of a minimum
                  of five years of Vesting Service, but prior to the
                  Participant's Normal Retirement Date.

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

         (o)      "EMPLOYER" shall mean the Corporation and any of its
                  subsidiaries, unless specifically excluded as an Employer for
                  Plan purposes by written action by an Officer of the
                  Corporation. An Employer's participation in the Plan 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.

         (p)      "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.

                  (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

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                           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(p) 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.

         (q)      "INVOLUNTARY TERMINATION" shall mean the termination (by the
                  Employer) of a Participant's employment from his or her
                  Employer and from any other Employer, other than a Discharge
                  for Cause or a Termination Under Limited Circumstances.

         (r)      "NORMAL RETIREMENT" shall mean the Participant's retirement
                  under the KeyCorp Cash Balance Pension Plan on or after the
                  Participant's Normal Retirement Date.

         (s)      "PARTICIPANT" shall mean an Employee who meets the eligibility
                  requirements set forth in Section 3.1(a) and becomes a Plan
                  Participant pursuant to Section 3.1(b) or Section 3.1(c) of
                  the Plan.

         (t)      "PARTICIPANT DEFERRALS" shall mean the percentage or whole
                  dollar amount of the Participant's Commissions that are earned
                  by the Participant during the applicable Plan Year which the
                  Participant has elected in accordance with his or her
                  Participation Agreement to defer to the Plan.

         (u)      "PARTICIPATION AGREEMENT" shall mean the executed agreement
                  submitted by the Participant to the Corporation prior to the
                  beginning of each applicable Deferral Period, which contains,
                  in pertinent part, the Participant's deferral commitment for
                  such Deferral Period, and the distribution option selected by
                  the Participant for the payment of such Participant Deferrals,
                  Dividends, and Corporate Contributions upon the Participants
                  full vesting in such Dividends and Corporate Contributions.

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         (v)      "PLAN" shall mean the KeyCorp Commissioned Deferred
                  Compensation Plan with all amendments hereafter made.

         (w)      "PLAN ACCOUNT" shall mean the bookkeeping account established
                  by the Corporation for each Plan Participant, which shall
                  reflect all Corporate Contributions, Participant Deferrals,
                  and Dividends invested for bookkeeping purposes in the Plan's
                  Common Stock Account with all 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. All benefits under
                  the Plan shall be paid from the general assets of the
                  Corporation.

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

         (y)      "RETIREMENT" shall mean the termination of a Participant's
                  employment any time after the Participant's attainment of age
                  55 and completion of 5 years of Vesting Service under the
                  KeyCorp Cash Balance Pension Plan, but shall not include the
                  Participant's (i) Discharge for Cause, (ii) Involuntary
                  Termination, (iii) Termination under Limited Circumstances,
                  (iv) Disability or Death.

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

         (aa)     "TERMINATION UNDER LIMITED CIRCUMSTANCES" shall mean a
                  Participant's termination (whether by the Participant or the
                  Employer) of the Participant's employment from his or her
                  Employer and from any other Employer (i) within two years
                  after a Change of Control under circumstances in which the
                  Participant is entitled to severance benefits or salary
                  continuation or similar benefits under a Change of Control
                  agreement, employment agreement, or severance or separation
                  pay plan, (ii) under circumstances in which the Participant is
                  entitled to receive severance benefits or salary continuation
                  under the KeyCorp Separation Pay Plan, (iii) due to Disability
                  or death, or (iv) as otherwise expressly approved by the
                  Compensation and Organization Committee, in its sole
                  discretion.

         (bb)     "VOLUNTARY TERMINATION" shall mean a voluntary termination of
                  the Participant's employment from his or her Employer and from
                  any other Employer, whether by resignation or otherwise, but
                  shall not include the Participant's Discharge for Cause,
                  Involuntary Termination, Retirement, Termination Under Limited
                  Circumstances, or termination as a result of Disability or
                  death.

         2.2      ADDITIONAL REFERENCE.  All other words and phrases used herein
shall have the meaning given them in the KeyCorp Cash Balance Pension Plan,
unless a different meaning is clearly required by the context.

         2.3      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.

         (a)      ELIGIBILITY. An Employee shall be eligible to participate in
                  the Plan if (1) the Employee earns Commissions during any Plan
                  year in excess of $100,000, and (2) the Corporation selects
                  such Employee to participate in the Plan.

         (b)      PARTICIPATION. An Employee meeting the eligibility criteria of
                  Section 3.1(a) may elect to participate in the Plan with
                  respect to any Deferral Period by submitting a Participation
                  Agreement to the Corporation prior to the beginning of the
                  applicable Deferral Period or such other deadline as
                  established by the Corporation.

         (c)      MID-YEAR PARTICIPATION. When an Employee first becomes
                  eligible to participate in the Plan during a Deferral Period,
                  the Participant shall be required to submit a Participation
                  Agreement to the Corporation within thirty (30) days after the
                  Corporation notifies the Employee of his or her Plan
                  eligibility. Such Participation Agreement will be effective
                  when received by the Corporation.

         3.2      DEFERRAL LIMITATIONS.  A Participant may defer to the Plan no
more than 50% of the Participant's earned Commissions in excess of $100,000 (in
5% increments) that are payable to the Participant during the applicable
Deferral Period.

         3.3      COMMITMENT LIMITED BY TERMINATION, RETIREMENT, DISABILITY OR
DEATH.  As of the Participant's Termination date, Retirement date, date of
Disability or date of death, all Participant Deferrals under the Plan shall
cease.

         3.4      MODIFICATION OF DEFERRAL COMMITMENT.  A Participant's deferral
commitment as evidenced by his or her Participation Agreement for the applicable
Deferral Period shall be irrevocable.

         3.5      CHANGE IN EMPLOYMENT STATUS.  If the Corporation determines
that a Participant's performance is no longer at the level that deserves to be
rewarded through participation in the Plan, but does not terminate the
Participant's employment, the Participant's Participant Deferrals under the Plan
shall continue until the end of the applicable Deferral Period. Thereafter, the
Corporation shall not permit the Participant to make any further deferrals to
the Plan.

                                   ARTICLE IV

                              PARTICIPANT DEFERRALS

         4.1      PLAN ACCOUNT.  All Participant Deferrals and Corporate
Contributions shall be credited on a bookkeeping basis to a Plan Account
established in the Participant's name. Separate sub-accounts shall be
established to reflect all Dividends attributable to such Participant Deferrals
and Corporate Contributions.

         4.2      INVESTMENT OF PARTICIPANT DEFERRALS.  All Participant
Deferrals shall be invested for bookkeeping purposes in the Plan's Common Stock
Account.

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         4.3      CREDITING OF PARTICIPANT DEFERRALS; WITHHOLDING.  Participant
Deferrals shall be credited to the Participant's Plan Account as of the date the
Participant's Commission would have been paid to the Participant "but for" the
Participant's election to defer such Commission to the Plan. The withholding of
taxes with respect to all Participant Deferrals as required by state, federal or
local law shall be withheld from the Participant's compensation to the maximum
extent possible; thereafter, any taxes remaining due shall be paid by reducing
the amount of Participant Deferrals to be credited to the Participant's Plan
Account.

                                    ARTICLE V

                             CORPORATE CONTRIBUTIONS

         5.1      CREDITING OF CORPORATION CONTRIBUTIONS.  Corporate
Contributions in an amount equal to 15% of the Participant's Participant
Deferrals deferred to the Plan for any applicable Deferral Period shall be
credited on a bookkeeping basis to the Participant's Plan Account as of the date
on which the Participant's Participant Deferrals are deferred and credited to
the Plan.

         5.2      INVESTMENT OF CORPORATE CONTRIBUTIONS.  All Corporate
Contributions credited to the Participant's Plan Account shall be invested for
bookkeeping purposes in the Plan's Common Stock Account.

         5.3      DETERMINATION OF AMOUNT.  The Plan Administrator shall verify
the amount of Participant Deferrals, Corporate Contributions, 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.

         5.4      CORPORATE ASSETS. All Participant Deferrals, Corporate
Contributions, Dividends, earnings and any other gains and losses credited to a
Participant's Plan Account on a bookkeeping basis, remain the assets and
property of the Corporation, which shall become subject to distribution to the
Participant only in accordance with the provisions of Articles VII, X and XI of
the Plan. Distributions made under the Plan shall be in the form of Common
Shares. All Participants and Beneficiaries shall have the status of general
unsecured creditors of the Corporation. Nothing contained in the Plan shall
create, or shall 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 is not funded for tax purposes as well as for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.

         5.5      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. Any attempt to anticipate, alienate,
sell, assign, pledge, encumber, or charge any right or benefit under the Plan,
or to the 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

                                      -7-

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charge any right under the Plan or Participant's Plan Account such attempt shall
be void and unenforceable.

                                   ARTICLE VI

                                     VESTING

         6.1      VESTING IN DIVIDENDS AND CORPORATE CONTRIBUTIONS.  The
calculation of a Participant's vested interest in his or her Corporate
Contributions and all Dividends credited on a bookkeeping basis to the
Participant's Plan Account shall be measured from the last day of the applicable
calendar quarter in which such Participant Deferrals and matching Corporate
Contributions are credited to the Participant's Plan Account ("Quarterly
Deferral Date"). A Participant shall become vested in those Corporate
Contributions and in those Dividends credited to the Participant's Plan Account
with regard to the applicable Participant Deferrals and Corporate Contributions,
upon the Participant's completion of three years of vested service. For purposes
of this Section 6.1, the term "vested service" shall be determined from the
Quarterly Deferral Date and shall be based upon full calendar years.

Notwithstanding the foregoing provisions of this Section 6.1, however, a
Participant shall become fully vested in all Dividends and Corporate
Contributions credited on a bookkeeping basis to the Participant's Plan Account
upon the Participant's Termination Under Limited Circumstances.

         6.2      CONTINUED VESTING UPON RETIREMENT.  Subject to the provisions
of Section 7.2 of the Plan, upon the Participant's Retirement, the Participant's
not-vested Dividends and not-vested Corporate Contributions credited to the
Participant's Plan Account with all gains and losses thereon, shall remain in
the Plan and shall continue to vest under the vesting provisions of Section 6.1
hereof.

         6.3      FORFEITURE OF CORPORATE CONTRIBUTIONS AND DIVIDENDS.  In the
event of the Participant's Termination all not-vested Corporate Contributions
and all not-vested Dividends that are credited on a bookkeeping basis to the
Participant's Plan Account shall be forfeited as of the Participant's last day
of employment.

                                   ARTICLE VII

                          DISTRIBUTION OF PLAN BENEFITS

         7.1      DISTRIBUTIONS PRIOR TO TERMINATION, TERMINATION UNDER LIMITED
CIRCUMSTANCES, OR RETIREMENT.  A Participant's vested Participant Deferrals,
vested Corporate Contributions and vested Dividends 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)      in substantially equal annual installments payments
                           of Common Shares over a five (5) year period.

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Lump sum distributions from the Plan of Participant Deferrals, vested Corporate
Contributions, and vested Dividends shall be made in Common Shares based on the
bookkeeping number of whole and fractional Common Shares attributable to those
Participant Deferrals, vested Corporate Contributions and vested Dividends
maintained in the Plan's Common Stock Account as of the Determination Date
concurrently with or immediately following the Participant's vesting date.
Distributions shall be made as soon as reasonably practicable following the
applicable Determination Date.

         7.2      DISTRIBUTIONS FOLLOWING RETIREMENT.  Upon the Participant's
Retirement, the Participant's Plan Account balance shall continue to be
maintained in the Plan and all Corporate Contributions and Dividends credited to
the Participant's Plan Account with any and all gains and losses thereon, shall
continue to vest under the vesting provisions of Section 6.1 of the Plan, and
when vested, shall be distributed to the Participant in accordance with the
provisions of Section 7.1 hereof. Notwithstanding the foregoing provisions of
this Section 7.2, however, in the event of the Participant's Retirement, and
within twelve months of such Retirement the Participant engages in any "Harmful
Activity" as that term is defined in accordance with Section 2.1(o) of the Plan,
such Participant's not-vested Corporate Contributions and not-vested Dividends
shall be immediately forfeited and the Participant shall automatically receive a
lump sum distribution of his or her Participant Deferrals under the Plan.

         7.3      DISTRIBUTIONS FOLLOWING TERMINATION UNDER LIMITED
CIRCUMSTANCES.  Upon the Participant's Termination Under Limited Circumstances,
all Participant Deferrals, Corporate Contributions, and Dividends credited to
the Participant's Plan Account with any and all gains and losses thereon shall
become immediately vested and shall be distributed to the Participant in a
single lump sum distribution of Common Shares.

         7.4      DISTRIBUTIONS FOLLOWING INVOLUNTARY TERMINATION.  Upon the
Participant's Involuntary Termination, all Participant Deferrals credited to the
Participant's Plan Account with all Dividends, gains and losses thereon, shall
become immediately vested and shall be distributed to the Participant in a
single lump sum distribution. All not-vested Corporate Contributions and all
not-vested Dividends credited on such Corporate Contributions with all related
earnings and or losses thereon shall be forfeited by the Participant as of his
or her last day of employment.

         7.5 DISTRIBUTIONS FOLLOWING VOLUNTARY TERMINATION OR DISCHARGE FOR
CAUSE.  Upon the Participant's Voluntary Termination or Discharge for Cause, all
not-vested Corporate Contributions and not-vested Dividends credited to the
Participant's Plan Account with all gains and losses thereon shall be forfeited
by the Participant as of his or her last day of employment, and the Participant
shall receive a lump sum distribution of his or her Participant Deferrals.

         7.6 WITHHOLDING.  The withholding of taxes with respect to the
Participant's Participant Deferrals, Corporate Contributions, and Dividends
shall be made at such time as it becomes required by any state, federal or local
law. All required taxes shall be withheld from the Participant's Participant
Deferrals and Corporate Contributions in accordance with applicable law to the
maximum extent possible.

         7.7      DISTRIBUTION OF ACCOUNT BALANCE.  The Participant's vested
Plan Account balance shall be valued as of the Determination Date immediately
following his or her date of Termination or Retirement (the "valuation date"):

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                  (a)  LUMP SUM DISTRIBUTIONS. If a Participant has elected to
         receive a lump sum distribution of all of his or her vested Plan
         Account balance, such lump sum distribution of Common Shares shall be
         made as soon as reasonably practicable following the Participant's
         valuation date.

                  (b)  INSTALLMENT DISTRIBUTIONS.  If a Participant has elected
         to receive an installment distribution of all of his or her vested Plan
         Account, such installment distribution of Common Shares shall commence
         as soon as reasonably practicable following the Participant's valuation
         date. The Participant's vested unpaid Plan Account balance invested for
         bookkeeping purposes in the Plan's Common Stock Account shall be
         reflected as a number of whole and fractional Common Shares in a
         distribution sub-account and shall be credited with Dividends on a
         bookkeeping basis which shall be reinvested in the Plan's Common Stock
         Account throughout the installment distribution period; all such
         reinvested Dividends shall be paid to the Participant in Common Shares
         in conjunction with the Participant's final installment payment under
         the Plan.

         7.8      DISTRIBUTION OF SMALL ACCOUNTS.  Notwithstanding the
provisions of Sections 7.1 and 7.2 hereof, if the value of a Participant's
vested Account balance as of the Determination Date immediately preceding the
Participant's date of Termination or Retirement is under $50,000, such balance
shall be distributed to the Participant as a single distribution as soon as
reasonably practicable following such date.

         7.9      DISTRIBUTION LIMITATION.  If the Corporation determines that
any amount of a Participant's Participant Deferrals, Dividends, and/or Corporate
Contributions with all interest and earnings 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 Participation 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 Participant Deferrals, Dividends, and/or Corporate
Contributions with all interest and earnings thereon until such time as the
Corporation determines that the distribution of all or any portion of such
Participant's Participant Deferrals, Dividends, and/or Corporate Contributions
will be payable without the disallowance of the deduction prescribed by Code
Section 162(m) ("Deferrals"). Such Deferrals shall continue to be held in the
Participant's Plan Account and shall continue to be credited, on a bookkeeping
basis, with all earnings, gains, and losses thereon. If it is thereafter
determined by the Corporation that such Deferrals will not be deductible even if
paid in a later year, then such Deferrals with all interest and earnings thereon
shall become immediately payable to the Participant.

         Notwithstanding any other provision of this Section 7.9 to the
contrary, in the event of the Participant's Termination or Retirement all
Deferrals required to be continued under this Section 7.9 contrary to the
Participant's distribution elections, shall be paid to the Participant on or
immediately following April 15th of the year immediately following the
Participant's Termination or Retirement, regardless of the deductibility of such
payment.

         7.10     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

                                      -10-

<PAGE>

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 VIII

                             BENEFICIARY DESIGNATION

         8.1      BENEFICIARY DESIGNATION.  Subject to Section 8.3 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 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.

         8.2      CHANGING BENEFICIARY.  Subject to Section 8.3, a Participant's
Beneficiary designation may be changed by the Participant without the consent of
the previously named Beneficiary by the filing of a new designation with the
Corporation. The filing of a new designation shall cancel all previously filed
designations.

         8.3      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 or before complete
distribution of the Participant's benefits, the Participant's Beneficiary shall
be the person in the first of the following classes in which there is a
survivor:

         (a)      The Participant's spouse;

         (b)      The Participant's children in equal shares, except that if any
                  of the children predeceases the Participant but leaves issue
                  surviving, then such issue shall take, by right of
                  representation the share the parent would have taken if
                  living;

         (c)      The Participant's estate.

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

                                      -11-

<PAGE>

                                   ARTICLE IX

                                 ADMINISTRATION

         9.1      ADMINISTRATION.  The Corporation 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 any and all questions
arising under the Plan, including any question of construction and/or
interpretation, and (d) to take such further action as the Corporation deems
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 9.2. The Plan Year, for purposes
of Plan administration, shall be the calendar year.

         9.2      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);

         (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.

                                      -12-
<PAGE>

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

                                    ARTICLE X

                        AMENDMENT AND TERMINATION OF PLAN

         10.1     RESERVATION OF RIGHTS. The Corporation reserves the right to
terminate the Plan at any time, and to modify or amend the Plan, in whole or in
part, at any time and for any reason, subject to the following:

         (a)      PRESERVATION OF ACCOUNT BALANCE. No termination, amendment, or
                  modification of the Plan shall reduce (i) the amount of
                  Participant Deferrals, Corporate Contributions, and Dividends
                  allocated to the Participants' Accounts as of the date of such
                  termination, amendment, or modification, and (ii) all earnings
                  and gains on such Participant Deferrals, Corporate
                  Contributions, and Dividends 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 under
                  the Common Stock Account until the close of the applicable
                  Deferral Period in which such amendment or modification is
                  made.

         10.2     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 Participation Agreements. If such a partial
                  termination occurs, the Plan shall continue to operate and be
                  effective with regard to Participation Agreements entered into
                  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 Participation Agreements and by
                  terminating all ongoing Participation Agreements. If such a
                  complete termination occurs, the Plan shall cease to operate,
                  and all Plan Participants shall become fully vested in their
                  Plan Account balance. Payment of each Participant's Plan
                  Account balance shall thereafter be made in equal monthly
                  installments over the following period, based on the value of
                  each Participant's Plan Account balance:

                                      -13-

<PAGE>

<TABLE>
<CAPTION>
     Account Balance                                 Payout Period
     ---------------                                 -------------
<S>                                                  <C>
Equal to or less than $100,000                         Lump Sum
More than $100,000                                     3 Years
</TABLE>

Plan distributions shall commence within sixty-five (65) days after the
Corporation terminates the Plan. The Participant's unpaid Plan Account balance
invested for bookkeeping purposes in the Plan's Common Stock Account shall be
reflected as a number of whole and fractional Common Shares in a distribution
sub-account and shall be credited with Dividends on a bookkeeping basis which
shall be reinvested in the Plan's Common Stock Account throughout the payout
period; all such reinvested Dividends shall be paid to the Participant as Common
Shares in conjunction with the Participant's final distribution under the Plan.

         10.3     EFFECT OF PLAN TERMINATION.  Notwithstanding anything to the
contrary contained in the Plan, the termination of the Plan shall terminate the
liability of the Corporation and all employees to make further Corporate
Contributions to the Plan.

                                   ARTICLE XI

                                CHANGE OF CONTROL

         11.1     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 2.2 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, (2) to reduce or
modify the Common Stock Accounts' method of calculating all earnings, gains,
and/or losses on a Participant's Pre-Change of Control Account Balance, or (3)
to reduce or modify the Participant's Participant Deferrals and/or Corporate
Contributions to be credited to a Participant's Plan Account for the applicable
Deferral Period. For purposes of this Section 11.1, the term "Pre-Change of
Control Account Balance" shall mean, with regard to any Plan Participant, the
aggregate amount of such Participant's Participant Deferrals and Corporate
Contributions and Dividends 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.

         11.2     COMMON STOCK CONVERSION.  In the event of a Change of Control
in which the common shares of the Corporation are converted into or exchanged
for securities, cash and/or other property as a result of any capital
reorganization or reclassification of the capital stock of the Corporation, or
consolidation or merger of the Corporation with or into another corporation or
entity, or the sale of all or substantially all of its assets to another
corporation or entity, the Corporation shall cause the 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 on 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.

         11.3     DISTRIBUTION PROVISIONS.  In the event of a Change of Control,
the provisions of Section 7.2 of the Plan which limit a Participant's ability to
provide services to a financial services organization, business, or company upon
the Participant's voluntary Termination, Retirement or Disability shall

                                      -14-

<PAGE>

become null and void, and such Participant's distribution elections as contained
within the Participant's Participation Agreement shall control the method and
timing of the Participant's distribution of his or her Plan Account balances.

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

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

         12.7     VALIDITY OF PLAN.  The validity of the Plan shall be
determined and the Plan shall be construed and interpreted in accordance with
the provisions the laws of the State of Ohio. The invalidity or illegality of
any provision of the Plan shall not affect the validity or legality of any other
part thereof.

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

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

                                      -15-

<PAGE>

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

         12.11    VALIDITY.  In case any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal and invalid provision had never been inserted herein.

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

         12.13    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/ Steven N. Bulloch
                                          ------------------------------------
                                      Title:  Assistant Secretary
                                             ---------------------------------

                                      -16-