EX 10.2

                          SECOND AMENDMENT TO AGREEMENT

         THIS SECOND AMENDMENT TO AGREEMENT ("AMENDMENT") is made as of the 21st
day of July, 1999, between KEYCORP, an Ohio corporation ("KEY"), and HENRY L.
MEYER III ("MEYER") and modifies the Employment Agreement originally entered
into between Key and Meyer as of May 15, 1997, as heretofore amended (the
"AGREEMENT"). Capitalized terms used in this Amendment and not otherwise defined
herein have the meanings ascribed to them in the Agreement.

         Key has determined that it will be in the best interests of Key and its
Subsidiaries to enter into, and to make the changes provided for in, this

         Key and Meyer agree, effective as of the date first set forth above, to
amend the Agreement and the Agreement is hereby amended as follows:

         1. CERTAIN COMPENSATION ADDED TO AGREEMENT. The following new Section
4A is hereby added to the Agreement to add certain compensation guaranties to
the protection to be afforded to Meyer after the occurrence of a Change of

         FOLLOWING A CHANGE OF CONTROL. For so long as Meyer remains in the
         employ of the Surviving Entity or one of its subsidiaries during the
         period beginning on the day after any Change of Control and continuing
         through the second anniversary of that Change of Control (the period of
         Meyer's employment during such two year period being herein the
         "Guaranteed Compensation Period"), Meyer shall be entitled to the
         incentive compensation guaranty set forth in Section 4A.1 and to the
         equity compensation guaranty set forth in Section 4A.2.

         provided in (c) below (which provides for a forfeiture of unpaid
         amounts if Meyer's employment is terminated for Cause) and the last
         sentence of (a) below (which provides for a potential reduction in
         amount if based on overall corporate performance), the Surviving Entity
         shall cause Meyer to receive, during the Guaranteed Compensation
         Period, as incentive compensation, an amount that, on an annualized
         basis, is at least equal to Meyer's Average Annual Incentive
         Compensation. The guaranty set forth in the immediately preceding
         sentence (the "Incentive Compensation Guaranty") establishes a minimum
         amount of incentive compensation that must be paid to Meyer with
         respect to Meyer's employment during the Guaranteed Compensation
         Period. Except as otherwise provided in (a), (b), or (c) of this
         Section 4A.1 below, the guaranteed incentive compensation for the
         Guaranteed Compensation Period shall be paid to Meyer quarterly in
         arrears, within 30 days after the end of each calendar quarter, for
         each quarter (or portion thereof) during the Guaranteed Compensation

         (a)      If and to the extent Meyer, together with similarly situated
                  executives of the Surviving Entity, is a participant in one or
                  more bona fide incentive compensation plans during the
                  Guaranteed Compensation Period, the Surviving Entity may defer
                  payment of guaranteed incentive compensation payable under
                  this Section 4A.1 up to the amount of the target award for
                  Meyer under that incentive compensation plan (provided,
                  however, if the compensation cycle under the incentive
                  compensation plan includes time periods outside the Guaranteed
                  Compensation Period, the deferral shall be up to a
                  proportionate amount of the target award) until such time as
                  payments are regularly scheduled to be made under that
                  incentive compensation plan, at which time the Surviving
                  Entity shall pay the deferred amount plus any other amount, if
                  any, to which Meyer is then entitled under the plan that has
                  not been earlier paid. (This could result in a guaranteed
                  payment being made after the end of the Guaranteed
                  Compensation Period, for example, where the compensation cycle
                  under the incentive compensation plan ends after the end of
                  the Guaranteed Compensation Period). Notwithstanding the
                  foregoing, if the Surviving Entity, in administering a bona
                  fide incentive compensation plan in which Meyer participates,
                  in good faith and without discriminating against Meyer,
                  establishes or utilizes a factor which is intended to reflect
                  or rate for the compensation cycle in question the
                  corporation's overall performance and that performance factor
                  is uniformly applied (either in establishing an incentive
                  compensation pool or against each participant's target) to
                  similarly situated officers as Meyer, the Surviving Entity may
                  elect to apply that performance factor against the target
                  award for Meyer under the incentive compensation plan in
                  question and, if applying that factor reduces Meyer's target
                  award, the amount of guaranteed incentive compensation payable
                  under this Section 4A.1 which has been deferred under this
                  paragraph (a) on account of the incentive compensation plan in
                  question may be reduced by the same amount (or, if the
                  compensation cycle includes time periods outside the
                  Guaranteed Compensation Period, the reduction shall be by a
                  proportionate amount).

         (b)      If Meyer's employment terminates for any reason other than
                  Cause, all unpaid guaranteed compensation with respect to the
                  Guaranteed Compensation Period shall be paid in a lump sum
                  within 30 business days following the Termination Date.

         (c)      If Meyer's employment is terminated by the Surviving Entity
                  for Cause, the Surviving Entity shall not be required to pay
                  Meyer any additional amount of incentive compensation on
                  account of the Incentive Compensation Guaranty that was not
                  required to have been paid before the Termination Date.

         PLANS. During the Guaranteed Compensation Period, Meyer shall
         participate fully (and at a level at least equivalent to that of
         comparable senior executives of the Surviving Entity) in each and every
         stock option, stock appreciation, or similar equity based plan in which
         similarly situated executives of the Surviving Entity generally
         participate. The guaranty of full

         participation set forth in this Section 4A.2 is hereinafter sometimes
         referred to as the "Equity Compensation Guaranty."

YEARS AFTER A CHANGE OF CONTROL. Section 5.7(c) of the Agreement is amended to
read as follows:

         "(c)     following notice by Meyer to the Surviving Entity and an
                  opportunity by the Surviving Entity to cure, the Surviving
                  Entity fails to satisfy the Incentive Compensation Guaranty or
                  the Equity Compensation Guaranty or Meyer is otherwise
                  excluded from full participation in any incentive, option, or
                  other compensation plan that is generally applicable to senior
                  officers of the Surviving Entity after the Change of Control;

The following paragraph is added at the end of Section 5.7 of the Agreement.

         "For purposes of clause (c), the Surviving Entity will be deemed to
         have had an opportunity to cure and to have failed to effected a cure
         if the failure persists (as determined in good faith by Meyer) for more
         than seven calendar days after Meyer has given notice to the Surviving
         Entity of the existence of that failure."

         3. AGREEMENT REMAINS IN FULL FORCE AND EFFECT. This Amendment is made
by Key and Meyer in writing, each intending to be legally bound. Each of Key and
Meyer hereby confirms that, except as amended by this Amendment, the Agreement
is and remains in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                                   Robert W. Gillespie
                                                   Chairman of the Board and
                                                   Chief Executive Officer

                                          HENRY L. MEYER III


Basic Info X:

Type: Second Amendment to Agreement
Date: Nov. 12, 1999
Company: KEYCORP /NEW/
State: Ohio

Other info:


  • 21st day of July , 1999
  • May 15 , 1997


  • Change of Control
  • Meyer 's Average Annual Incentive Compensation
  • Surviving Entity for Cause
  • Guaranteed Compensation Period
  • Incentive Compensation Guaranty
  • Equity Compensation Guaranty


  • Ohio


  • Robert W. Gillespie