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                                                                   Exhibit 10.31


                            MCDONALD FINANCIAL GROUP
                                  DEFERRAL PLAN


                                    ARTICLE I

     The McDonald Financial Group Deferral Plan ("Plan") is established
effective January 1, 2003, to maintain on a bookkeeping basis, those unvested
discretionary bonus awards that are granted under the various KeyCorp sponsored
Incentive Compensation Plan(s) that mandate the automatic deferral of such
unvested awards. The Plan, as structured, is also intended to provide those
Employees of KeyCorp with a tax-favorable savings vehicle, while providing
KeyCorp with a means of retaining such Employees continued employment. It is the
intention of KeyCorp, and it is the understanding of those Participants covered
under the Plan, that the Plan is unfunded.

                                   ARTICLE II

                                   DEFINITIONS
                                   -----------

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

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

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

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

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

     (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 Discretionary Bonus awards credited.
          Discretionary Bonus awards invested in 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) that shall be equal to the amount of Discretionary Bonus awards
          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



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          Contributions and all Discretionary Bonus awards 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 Discretionary Bonus
          awards and Corporate Contributions are credited to the Participants'
          Plan Account.

     (f)  "CORPORATE CONTRIBUTIONS" shall mean the dollar amount that 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 applicable calendar 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 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)  "DISCRETIONARY BONUS AWARDS" shall mean those unvested discretionary
          bonus award(s) granted to an Employee under the terms of an Incentive
          Compensation Plan during the applicable Deferral Period, which shall
          be subject to the automatic deferral and vesting provisions of Article
          III and Article VI of the Plan. For purposes of this Section 2.1(l),
          the term "Discretionary Bonus Awards" shall not include any
          compensation paid to the Employee during the applicable Deferral
          Period which constitutes any form of a hiring bonus, sales
          commissions, referral awards, recognition awards, and /or corporate
          long-term incentive compensation plan awards.



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

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

     (o)  "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 good faith, and
               did not involve a customer whom the Participant should have
               reasonably known was a customer of KeyCorp.



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          (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(o) 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.

     (p)  "INCENTIVE COMPENSATION PLAN" shall mean a line of business or
          management incentive compensation plan that is sponsored by KeyCorp or
          an affiliate of KeyCorp that mandates the deferral of unvested
          discretionary bonus awards granted under an applicable Incentive
          Compensation Plan and which the Corporation in its sole discretion has
          determined constitutes an Incentive Compensation Plan for purposes of
          the Plan.

     (q)  "INTEREST BEARING ACCOUNT" shall mean the investment account
          established under the Plan for bookkeeping purposes in which a
          Participant may elect to have his or her Discretionary Bonus awards
          credited. Discretionary Bonus awards invested for bookkeeping purposes
          in the Interest Bearing Account shall be credited with earnings as of
          each Determination Date which shall be based on the effective annual
          yield of the average of Moody's Average Corporate Bond Yield Index for
          the previous calendar month increased by 50 basis points. In the event
          that Moody's Investor Services, Inc. ceases to publish such Index (or
          any successor publisher thereto) the Board, in its sole and absolute
          discretion, shall select a substantially similar index to be used in
          crediting earnings under the Interest Bearing Account.

     (r)  "INVESTMENT ACCOUNTS" shall collectively mean those investment
          accounts established under the Plan for bookkeeping purposes in which
          a Participant may elect to have his or her Discretionary Bonus awards
          credited. Investment Accounts shall include the Plan's (1) Interest
          Bearing Account, (2) Common Stock Account, and (3) Investment Funds.

     (s)  "INVESTMENT FUNDS" shall mean those investment accounts established
          under the Plan for bookkeeping purposes in which a Participant may
          elect to have his or her Discretionary Bonus awards credited and which
          mirror the investment funds established under Article VIII of the
          KeyCorp 401(k) Savings Plan ("Savings Plan") as may be amended from
          time to time, provided, however, that the Savings Plan's Corporation


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          Stock Fund, for Plan purposes, shall be excluded from the definition
          of Investment Funds. Discretionary Bonus awards invested for
          bookkeeping purposes in the Investment Funds shall be credited on a
          bookkeeping basis with those earnings, gains, and losses experienced
          by the Savings Plan's investment funds.

     (t)  "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.

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

     (v)  "PLAN" shall mean the McDonald Financial Group Deferral Plan with all
          amendments, modifications and revisions as hereafter made.

     (w)  "PLAN ACCOUNT" shall mean those bookkeeping accounts established by
          the Corporation for each Plan Participant, which shall reflect all
          Discretionary Bonus awards and Corporate Contributions invested for
          bookkeeping purposes in the Plan's Investment Accounts, with all
          earnings, dividends, gains, and losses thereon. Plan Accounts shall
          not constitute separate Plan funds or separate Plan assets. Neither
          the maintenance of, nor the crediting of amounts to such Plan Accounts
          shall be treated (i) as the allocation of any Corporation assets to,
          or a segregation of any Corporation assets in any such Plan Accounts,
          or (ii) as otherwise creating a right in any person or Participant to
          receive specific assets of the Corporation.

     (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 but shall not include the Participant's
          (i) Discharge for Cause, (ii) Involuntary Termination, (iii)
          Termination Under Limited Circumstances, (iv) Disability, or (v)
          death.

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

     (aa) "VESTING SERVICE" for purposes of Section 2.1(aa) shall be calculated
          by measuring the period of service commencing on the Employee's
          employment commencement date and ending on the Employee's termination
          date and shall be computed based on each full calendar month that the
          Employee is employed by an Employer.




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


                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

     3.1 ELIGIBILITY AND PARTICIPATION. An Employee shall participate in the
Plan, and shall automatically become a Plan Participant upon (i) the Employee's
meeting the applicable Incentive Compensation Plan's annual production criteria
established by the Corporation for the applicable Deferral Period, and (ii) the
Employee being awarded a unvested, discretionary bonus award under his or her
applicable Incentive Compensation Plan.

     3.2 AUTOMATIC DEFERRAL REQUIREMENTS. An Employee meeting the eligibility
and automatic participation requirements of Section 3.1 hereof, shall
automatically have his or her Discretionary bonus awards deferred to the Plan.
Such Discretionary Bonus awards shall be maintained in the Plan until vested or
forfeited.

     3.3 DEFERRAL LIMITED BY TERMINATION UNDER LIMITED CIRCUMSTANCES,
INVOLUNTARY TERMINATION, RETIREMENT, DISABILITY, OR DEATH. As of a Participant's
Termination Under Limited Circumstances, Involuntary Termination, Retirement,
Disability or death, the Participant shall be relieved from and, further, shall
not be permitted to have any further bonus awards deferred to the Plan, and any
Discretionary Bonus that thereafter would have been subject to the Automatic
Deferral Requirements of Section 3.2 hereof, if and to the extent payable, shall
be paid directly to the Participant in accordance with the terms of the
applicable Incentive Compensation Plan.

     3.4 CHANGE IN PARTICIPATION STATUS. During those Deferral Periods in which
the Participant does not automatically defer Discretionary Bonus awards to the
Plan, Discretionary Bonus awards and Corporate Contributions previously credited
to the Participant's Plan Account shall remain in the Plan and shall continue to
vest under the terms of Section 6.1 hereof; such Discretionary Bonus awards and
Corporate Contributions with all earnings, gains, or losses thereon when vested
shall be distributed to the Participant in accordance with the provisions of
Article VII of the Plan.






                                      -6-
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                                   ARTICLE IV

                           DISCRETIONARY BONUS AWARDS
                           --------------------------

     4.1 PLAN ACCOUNT/INVESTMENT OF DISCRETIONARY BONUS AWARDS. Discretionary
Bonus awards and Corporate Contributions shall be credited on a bookkeeping
basis to a Plan Account established in the Participant's name. Each Participant
shall direct the manner in which his or her Discretionary Bonus awards are to be
invested for bookkeeping purposes under the Plan. All Discretionary Bonus awards
may be invested for bookkeeping purposes in any one or more of the Plan's
Investment Accounts, in such amounts as the Participant shall select, provided
that such election amounts are expressed in five percent increments.
Participants may modify their investment elections at such times and in such
manner as permitted by the Corporation.

     4.2 CREDITING OF DISCRETIONARY BONUS AWARDS. Discretionary Bonus awards
shall be credited to the Participant's Plan Account as of the date that the
Participant's Discretionary Bonus awards would have been payable to the
Participant under an Incentive Compensation Plan but for the Incentive
Compensation Plan's mandatory deferral requirements.

     4.3 DEFAULT INVESTMENT ELECTION. In the event that a Participant fails to
direct the manner in which his or her Discretionary Bonus award(s) shall be
invested for bookkeeping purposes under the Plan, then such Discretionary Bonus
award(s) when credited to the Participant's Plan Account shall be automatically
invested on a bookkeeping basis in the Plan's Interest Bearing Account.

                                    ARTICLE V

                             CORPORATE CONTRIBUTIONS
                             -----------------------

     5.1 CREDITING OF CORPORATION CONTRIBUTIONS. Matching Corporate
Contributions equal to 15% of the Participant's Discretionary Bonus awards for
the applicable Deferral Period shall be credited on a bookkeeping basis to the
Participant's Plan Account as of the payroll date on which the Participant's
Discretionary Bonus awards are automatically 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. Corporate Contributions are not
subject to Participant investment direction.

     5.3 DETERMINATION OF AMOUNT. The Plan Administrator shall verify the amount
of Discretionary Bonus awards, 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 Discretionary Bonus awards, 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 be subject to distribution to the
Participant only in accordance with Article VII of the Plan. Participants and





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Beneficiaries shall have the status of general unsecured creditors of the
Corporation. Nothing contained in the Plan shall create, or be construed as
creating a trust of any kind or any other fiduciary relationship between the
Participant, the Corporation, or any other person. It is the intention of the
Corporation and it is the understanding of the Participant that the Plan be
unfunded.

     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, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge any right or benefit under the Plan, or
Participant's Plan Account shall be void. No right, interest, or benefit under
the Plan or Participant's Plan Account shall be liable for or subject to the
debts, contracts, liabilities, or torts of the Participant or Beneficiary. If
the Participant or Beneficiary becomes bankrupt or attempts to alienate, sell,
assign, pledge, encumber, or charge any right under the Plan or Participant's
Plan Account, such attempt shall be void and unenforceable.


                                   ARTICLE VI
                                   ----------

                                    VESTING
                                    -------

     6.1 VESTING IN DISCRETIONARY BONUS AWARDS AND CORPORATE CONTRIBUTIONS. The
calculation of a Participant's vested interest in those Discretionary Bonus
awards and Corporate Contributions 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 Discretionary Bonus awards and Corporate Contributions
are credited to the Participant's Plan Account ("Quarterly Deferral Date"). A
Participant shall become vested in his or her Discretionary Bonus awards and
Corporate Contributions with all earnings, gains, and losses thereon under the
following three-year graded vesting schedule:


<TABLE>
<CAPTION>

<S>      <C>                                                                     <C>
     (a)  From the date the Participant's Discretionary Bonus awards and
          Corporate Contributions are credited to the Participant's Plan Account
          until one full calendar year from the Quarterly Deferral Date..........  0%.

     (b)  One full calendar year from the Quarterly Deferral Date of the
          Participant's Discretionary Bonus awards and Corporate Contributions
          to the Plan but less than two full calendar years from such Quarterly
          Deferral Date...........................................................33%.

     (c)  Two Full Calendar Years from the Quarterly Deferral Date of the
          Participant's Discretionary Bonus awards and Corporate Contributions
          to the Plan But less than three full calendar years from such
          Quarterly Deferral Date.................................................66%.

     (d)  Three full calendar years from the date of the Quarterly Deferral Date
          of the Participant's Discretionary Bonus awards and Corporate
          Contributions to the Plan..............................................100%.

</TABLE>

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





                                      -8-
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     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 unvested
Discretionary Bonus awards and Corporate Contributions credited to the
Participant's Plan Account with all earnings and gains thereon, shall remain in
the Plan and shall continue to vest under the vesting provisions of Section 6.1
of the Plan.

     6.3 FORFEITURE OF CORPORATE CONTRIBUTIONS. In the event of the
Participant's Involuntary Termination, as that term is defined in accordance
with Section 2.1(t) of the Plan, the Participant shall become immediately vested
in those Discretionary Bonus awards allocated on a bookkeeping basis to the
Participant's Plan Account with all earnings and gains thereon. All unvested
Corporate Contributions and related earnings credited on a bookkeeping basis to
the Participant's Plan Account shall be forfeited as of the Participant's last
day of employment.

     6.4 FORFEITURE OF DISCRETIONARY BONUS AWARDS AND CORPORATE CONTRIBUTIONS.
Notwithstanding any provision of the Plan to the contrary, upon the
Participant's Discharge for Cause or the Participant's Voluntary Termination,
the Participant shall automatically forfeit all Discretionary Bonus awards and
Corporate Contributions allocated on a bookkeeping basis to the Participant's
Plan Account with all earnings and gains thereon that have unvested in
accordance with the vesting provisions of Section 6.1 of the Plan as of the
Participant's last day of employment.

                                   ARTICLE VII

                          DISTRIBUTION OF PLAN BENEFITS
                          -----------------------------

     7.1 DISTRIBUTION OF INTEREST BEARING ACCOUNT AND/OR INVESTMENT FUNDS.
Subject to the provisions of Section 7.8 and Section 7.9 hereof, a Participant
shall receive a distribution of his or her vested Plan Account balance from the
Plan's Interest Bearing Account and /or Investment Funds as a single lump sum
cash distribution.

     7.2 DISTRIBUTION FOR COMMON STOCK ACCOUNT. Subject to the provisions of
Section 7.5 and Section 7.6 of the Plan, a Participant shall receive a
distribution of his or her vested Plan Account balance from the Plan's Common
Stock Account as a single lump sum distribution. Distributions of Discretionary
Bonus awards and vested Corporate Contributions from the Plan's Common Stock
Account shall be made in KeyCorp Common Shares.

     7.3 DISTRIBUTION OF ACCOUNT BALANCE. The Participant's vested Plan Account
shall be valued as of the Determination Date immediately preceding his or her
Termination, Retirement or Disability (the "valuation date"), and such lump sum
distribution shall be made as soon as reasonably practicable following the
Participant's Termination, Death or Disability date.

     7.4 DISTRIBUTIONS FOLLOWING RETIREMENT. Upon the Participant's Retirement,
the Participant's Plan Account balance shall continue to be maintained within
the Plan and all Discretionary Bonus awards and Corporate Contributions credited
to the Participant's Plan Account with all earnings, 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 and 7.2 hereof. Notwithstanding the foregoing
provisions of this Section 7.5, 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



                                      -9-
<PAGE>


Participant's unvested Plan Account balance shall be immediately forfeited and
the Participant shall automatically cease Plan participation.

     7.5 DISTRIBUTIONS FOLLOWING TERMINATION UNDER LIMITED CIRCUMSTANCES,
DISABILITY OR DEATH. Upon the Participant's Termination Under Limited
Circumstances, or termination of employment due to Disability or death, all
Discretionary Bonus awards and Corporate Contributions credited to the
Participant's Plan Account with all earnings, gains, and losses thereon shall
become immediately vested and shall be distributed to the Participant in a
single lump sum amount of cash and Common Shares.

     7.6 DISTRIBUTIONS FOLLOWING INVOLUNTARY TERMINATION. In accordance with the
provisions of Section 6.3 of the Plan, upon the Participant's Involuntary
Termination, all Discretionary Bonus awards credited to the Participant's Plan
Account with all earnings, gains and losses thereon, shall become immediately
vested and shall be distributed to the Participant in a single lump sum
distribution. All unvested Corporate Contributions credited to the Participant's
Plan Account with all related earnings thereon shall be forfeited by the
Participant as of his or her last day of employment.

     7.7 DISTRIBUTIONS FOLLOWING VOLUNTARY TERMINATION OR DISCHARGE FOR CAUSE.
Upon the Participant's Voluntary Termination or Discharge for Cause, all
unvested Discretionary Bonus awards and Corporate Contributions credited to the
Participant's Plan Account with all earnings, gains, and losses thereon shall be
forfeited by the Participant as of his or her last day of employment.

     7.8 WITHHOLDING. The withholding of taxes with respect to the Participant's
Discretionary Bonus awards, Corporate Contributions, and all earnings and gains
thereon shall be made at such time as it becomes required by any state, federal
or local law; such taxes shall be withheld from the Participant's Discretionary
Bonus awards and Corporate Contributions in accordance with applicable law to
the maximum extent possible.

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


                                  ARTICLE 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 vested Plan Account. Each Beneficiary
designation shall be in a written form prescribed by the Corporation and shall
be effective only when filed with the Corporation during the Participant's
lifetime.





                                      -10-
<PAGE>


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

     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, the Participant's Beneficiary shall be
the Participant's estate.


                                   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);



                                      -11-
<PAGE>


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

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

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

     In accordance with this Section, if the Claimant requests a review of the
Claim decision, such review shall be made by the Plan Administrator who shall,
within sixty (60) days after receipt of the request form, review and render a
written decision on the claim containing the specific reasons for the decision
including reference to Plan provisions upon which the decision is based. All
findings, decisions, and determinations of any kind made by the Plan
Administrator shall not be modified unless the Plan Administrator has acted in
an arbitrary and capricious manner. Subject to the requirements of law, the Plan
Administrator shall be the sole judge of the standard of proof required in any
claim for benefits, and any determination of eligibility for a benefit. All
decisions of the Plan Administrator shall be binding on the claimant and upon
all other Persons. 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 by action of the Corporation, or any duly authorized
committee thereof, and to modify or amend the Plan, in whole or in part, at any
time and for any reason, subject to the following:

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

     (b)  CHANGES IN EARNINGS RATE. No amendment or modification of the Plan
          shall reduce the rate of earnings to be credited on all Discretionary
          Bonus awards and Corporate Contribution, and all earnings and gains
          accrued thereon under the Common Stock Account until the close of the
          applicable Plan Year in which such amendment or modification is made.

     10.2 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 Employers to make further Corporate Contributions to
the Plan.





                                      -12-
<PAGE>


                                   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 2.1(c) of the Plan, no amendment or modification of the Plan may be made
at any time on or after such Change of Control (1) to reduce or modify a
Participant's Pre-Change of Control Account Balance, (2) to reduce or modify the
Common Stock Accounts' method of calculating earnings, gains, and/or losses on
the Participant's Pre-Change of Control Account Balance, or (3) to reduce or
modify the Participant's Discretionary Bonus awards and/or Corporate
Contributions to be credited to the 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 the Participant's Discretionary Bonus
awards and Corporate Contributions with all earnings, gains, and losses thereon
which are credited to the Participant's Plan Account through the close of the
calendar year in which such Change of Control occurs.

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

     11.3 AMENDMENT IN THE EVENT OF A CHANGE OF CONTROL. On and after a Change
of Control, the provisions of Article II, Article III, Article IV, Article V,
Article VI, Article VII, Article VIII, Article IX, Article X, and this 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 UNFUNDED PLAN. This Plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees."

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






                                      -13-
<PAGE>


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

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

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

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

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

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

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

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

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

     12.12 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.

     12.13 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.

     12.14 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



                                      -14-
<PAGE>


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:
                                           -------------------------------------

                                       Title:     Exec. VP
                                              ----------------------------------



<PAGE>
                                   ADDENDUM A

         The terms of this Addendum A shall apply only to those Employees (i)
who have been specifically authorized by the Compensation and Organization
Committee of the KeyCorp Board of Directors ("Committee") to participate in the
McDonald Financial Group Deferral Plan ("Plan") under an enhanced benefit
structure, and (ii) whose average annual gross production averages a minimum of
$7,500,000 over the immediately preceding 3-year period under such criteria as
is authorized by the Corporation ("Authorized Employees"). In accordance with
the authorization granted by the Committee, the Plan is hereby modified with
regard to such Authorized Employees as follows:

         1.       Section 3.1 of the Plan shall be disregarded under the terms
                  of this Addendum, and the following new Section shall become
                  applicable with regard to such Authorized Employees:

                         "CREDITING OF CORPORATION CONTRIBUTIONS. Matching
                         Corporate Contributions equal to 2 times the Authorized
                         Employee's Deferred Bonus award for the applicable
                         Deferral Period shall be credited on a bookkeeping
                         basis to the Authorized Employee's Plan Account as of
                         the payroll date on which the Authorized Employee's
                         Discretionary Bonus award is automatically deferred and
                         credited to the Plan.

                                    Notwithstanding the foregoing provisions of
                         this Addendum, however, in the event that the
                         Authorized Employee's Branch Profit Margin (or where
                         applicable, the Branch Profit Margin for such
                         Authorized Employees) fail to equal or exceed (i) 20%
                         for the 2003 Plan year, (ii) 22% for the 2004 Plan
                         year, or (iii) 24% for the 2005 Plan year and for each
                         succeeding Plan years thereafter, then the provisions
                         of this Addendum shall be null and void for purposes of
                         allocating matching Corporate Contributions to such
                         Authorized Employee for the applicable Plan year and
                         the terms of Section 3.1 shall become applicable to
                         such Authorized Employees."

         For purposes of this Addendum A, the following words and phrases shall
have the meanings hereinafter set forth:

         1. "BRANCH PROFIT MARGIN" shall mean the branch profit margin per the
branch financial statements, calculated as branch revenues less production and
direct expenses. For purposes of calculating the branch's direct expenses, the
dollar cost of the Authorized Employee's Discretionary Bonus award and matching
Corporate Contribution will be included as part of the


<PAGE>

Branch's direct expenses for the year in which the Discretionary Bonus award is
earned rather than paid. Direct expenses, however, shall specifically exclude
all allocated expenses such as marketing, operations, and trading costs.