Restated Amendment To Excess Cash Pension Plan

Exhibit 10.4

RESTATED AMENDMENT
TO THE KEYCORP
EXCESS CASH BALANCE PENSION PLAN

WHEREAS , KeyCorp has established the KeyCorp Excess Cash Balance Pension Plan (the " Plan" ), a nonqualified plan of deferred compensation for a certain select group of KeyCorp employees, and

WHEREAS , the Board of Directors of KeyCorp has authorized its Compensation Committee to permit amendments to the Plan, and

WHEREAS, in conjunction with the enactment of the American Jobs Creation Act of 2004, the Compensation Committee of the Board of Directors of KeyCorp determined it desirable to preserve those earned and vested Plan benefits of December 31, 2004 in accordance with the law in effect prior to the enactment of the American Jobs Creation Act of 2004, and accordingly, has authorized the freezing of the Plan to preserve such vested Plan benefits as of December 31, 2004, and

WHEREAS , to effectuate a simplified administration of those December 31, 2004 vested and frozen Plan benefit ...