Excess Cash Balance Pension Plan

FIRST
AMENDMENT
TO THE KEYCORP
EXCESS CASH BALANCE PENSION PLAN


WHEREAS, KeyCorp has established the KeyCorp Excess Cash Balance Pension Plan (the "Plan"), and


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


WHEREAS, the Compensation and Organization Committee of the Board of Directors of KeyCorp has determined it desirable to amend the Plan and has accordingly authorized the execution of this First Amendment,


NOW, THEREFORE, pursuant to such action of the Compensation Committee, the Plan is hereby amended as follows:


1. ARTICLE III, Section 3.1 shall be amended to delete it in its entirety and to substitute therefore the following:


"3.1 ELIGIBILITY. Subject to the provisions of Article V
hereof, a Participant shall be eligible for an Excess Pension
Benefit hereunder if the Participant (i) terminates employment
with an Employer on or after age 55 with five or more years of
Credited Service, (ii) terminates his or her active employment
with an Employer upon becoming Disabled after completing five
or more years of Credited Service and disability benefits have
ceased under the KeyCorp Long-Term Disability Plan due to the
Participant's election of an Early or Normal Retirement under
the Pension Plan, or (iii) dies after completing five years of
Credited Service, and has a Beneficiary who is eligible for a
benefit under the Pension Plan."


2. ARTICLE IV, Section 4.1 shall be amended to add the following new paragraph at the end of such Section:


"Notwithstanding the foregoing provisions of this Section 4.1,
however, in the event of the Participant's termination,
Retirement or Disability and within twelve months of such
termination, Retirement, or Disability date the Participant
engages in any Harmful Activity, such Participant's
distribution election (if other than a lump sum distribution)
shall become null and void, and the Participant shall receive
an immediate lump sum distribution of his or her vested Excess
Pension Benefit.


For purposes of this Section 4.1, a "Harmful Activity" shall
have occurred if the Participant shall do any one or more of
the following:


1 2


(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, fa ...