SECOND EXCESS CASH BALANCE PENSION PLAN

 

                                                                  EXHIBIT 10.28

                                    KEYCORP
                    SECOND EXCESS CASH BALANCE PENSION PLAN

                                   ARTICLE I

                                   THE PLAN

      The KeyCorp Second Excess Cash Balance Pension Plan ("Plan"), is hereby
established December 28, 2004 to be effective January 1, 2005.  The Plan, as
structured, is designed to provide certain select employees of KeyCorp with a
Plan benefit that is generally equal to the benefit that the employee would
have been eligible to receive under the KeyCorp Cash Balance Pension Plan but
for the compensation and accrual limitations imposed by Section 401(a)(17) and
Section 415 of the Internal Revenue Code of 1986, as amended, as well as any
vested benefit provided to the employee under the KeyCorp Excess Cash Balance
Pension Plan.  It is the intention of the Plan and it is the understanding of
those employees covered under the Plan that the Plan is unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended.

                                  ARTICLE II

                                  DEFINITIONS

2.1   MEANINGS OF DEFINITIONS.  As used herein, the following words and phrases
shall have the meanings hereinafter set forth, unless a different meaning is
plainly required by the context:

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

      (b)   "CREDITED SERVICE" shall be calculated by measuring the period of
service commencing on the Participant's Employment Commencement Date and Re-
Employment Commencement Date, if applicable, and ending on the Participant's
Severance from Service Date.  Credited Service shall be computed based on each
full month that the Employee is employed by an Employer.

      (c)   "COMPENSATION" of a Participant for any Plan Year or any partial
Plan Year in which the Participant incurs a Severance From Service Date shall
mean the entire amount of compensation paid to such Participant during such
period by reason of his employment as an Employee, as reported for federal
income tax purposes, or which would have been paid except for (1) the timing of
an Employer's payroll processing operations, (2) the Participant's written
election to defer the receipt of compensation during the Plan Year, (3) the
provisions of the KeyCorp 401(k) Savings Plan, or (4) the provisions of the
KeyCorp Flexible Benefits Plan and/or any transportation reimbursement plan for
the applicable Plan year provided, however, the term shall not include:

            (i)   any amount attributable to the Participant's exercise of
                  stock appreciation rights and the amount of any gain to the
                  Participant upon the exercise of stock options;

            (ii)  any amount attributable to the Participant's receipt of non-
                  cash remuneration whether or not it is included in the
                  Participant's income for federal income tax purposes;

            (iii) any amount attributable to the Participant's receipt of
                  moving expenses and any relocation bonus paid to the
                  Participant during the Plan Year;

            (iv)  any amount attributable to any severance paid by an Employer
                  or the Corporation to the Participant;

            (v)   any amount attributable to fringe benefits (cash and non-
                  cash);

            (vi)  any amount attributable to any bonus or payment made as an
                  inducement for the Participant to accept employment with an
                  Employer;

            (vii) any amount attributable to salary deferrals paid to the
                  Participant during the Plan Year, which have been previously
                  included as Compensation under the Plan during the Plan Year
                  or any prior Plan Year;

            (viii)any amount paid to the Participant during the Plan Year which
                  is attributable to interest earned on Compensation deferred
                  under a plan of an Employer or the Corporation; and

            (ix)  any amount paid for any period after the Participant's
                  Termination or Retirement date.

      In determining a Participant's Compensation under the provisions of this
Section 2.1(c), for those Plan Participants who participate in a line of
business incentive plan (other than the KeyCorp Annual Incentive Plan, the
KeyCorp Long Term Incentive Plan and/or the KeyCorp Staff Incentive Plan),
compensation up to a Plan maximum of $500,000 minus the amount of the
Participant's compensation utilized in computing his or her Pension Plan
benefit in accordance with Section 401(a)(17) of the Code shall be utilized in
calculating the Participant's benefit under the Plan.

      In the case of a Disabled Participant, such Participant's Compensation
for each year while Disabled shall equal an amount which shall reflect the
Participant's Compensation for the calendar year preceding the date of the
Participant's Disability.

      (d)   "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.

      (e)   "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.  In addition to the foregoing, the disability
requirements addressed in Section 409A of the Code are incorporated into the
provisions of this definition.

      (f)   "EMPLOYEE" shall mean a common law employee who is employed by an
Employer; provided, however, the term "Employee" shall not include any person
who at the time services are performed is not classified as a common law
employee by the Employer even though such person may for federal income tax
purposes, federal employment tax purposes, or any other purpose be reclassified
by the Employer as a common law employee retroactive to when such services were
performed by reason of administrative, judicial, regulatory or other
governmental action.

      (g)   "EMPLOYER" shall mean KeyCorp and all 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 participation
shall be subject to any and all conditions and requirements made by the
Corporation as the Plan Administrator, and each Employer shall be deemed to
have appointed the Plan Administrator as its exclusive agent under the Plan.

      (h)   "EXCESS PENSION BENEFIT" shall mean the vested pension benefit
payable pursuant to the terms of this Plan to a Participant meeting the
eligibility requirements of Section 3.1 of the Plan.

      (i)   "EXCESS PENSION PROGRAM BENEFIT" shall mean the Participant's
collective nonqualified pension benefit accrued under the KeyCorp Excess Cash
Balance Pension Plan and KeyCorp Second Excess Cash Balance Pension Plan,
subject to the terms and conditions of each respective Plan.

      (j)   "EXECUTIVE SUPPLEMENTAL PENSION PROGRAM BENEFIT" shall mean the
Participants' collective nonqualified pension benefit accrued under the KeyCorp
Executive Supplemental Pension Plan and KeyCorp Second Executive Supplemental
Pension Plan, subject to the terms and conditions of each respective Plan.

      (k)   "INTEREST CREDIT" shall mean the rate at which a Participant's
Opening Account Balance as provided for under Section 3.3 of the Plan is
periodically increased on a bookkeeping basis.  The Interest Credit allocated
to a Participant's Opening Account Balance shall be determined based on one-
quarter of the effective annual calendar-year interest rate equal to the
average (rounded to the nearest one-hundredth of one percent) 5-year United
States Treasury Bill rate in effect each month during the twelve (12) month
period ending on October 31 or the last business day in October of the
preceding calendar year.  The procedures to determine such Interest Credit

shall be determined by the Pension Trust Oversight Committee, and the Pension
Trust Oversight Committee in its sole and exclusive discretion may modify the
Interest Credit to be allocated under the Plan.

      (l)   "PARTICIPANT" shall mean an Employee who is a participant in the
Pension Plan and who is selected by the Corporation to become a Participant in
the Plan, and whose participation in the Plan has not been terminated by the
Corporation.

      (m)   "PENSION PLAN" shall mean the KeyCorp Cash Balance Pension Plan, as
the same shall be in effect on the date of a Participant's Retirement, death,
Disability or other termination of employment.

      (n)   "RETIREMENT" shall mean the termination of employment of a
Participant under circumstances in which entitle the Participant to receive an
Early Retirement or Normal Retirement Date benefit under the KeyCorp Cash
Balance Pension Plan.

      (o)   "SUPPLEMENTAL RETIREMENT PLAN" shall mean the KeyCorp Supplemental
Retirement Plan (formerly known as the Society Corporation Supplemental
Retirement Plan), the KeyCorp Excess Pension Benefit Plan, and the KeyCorp
Excess Pension Benefit Plan for Key Executives, with all amendments made
thereto.

      (p)   "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.

      All other capitalized and undefined terms used herein shall have the
meanings given them in the Pension Plan, unless a different meaning is plainly
required by the context.

      The masculine gender includes the feminine, and singular references
include the plural, unless the context clearly requires otherwise.

                                  ARTICLE III

                            EXCESS PENSION BENEFIT

3.1   ELIGIBILITY.  A Participant selected by the Corporation to participate in
the Plan 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 in conjunction with his or her Disability 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.

      A Participant shall also be eligible for an Excess Pension Benefit if the
Participant becomes involuntarily terminated from his or her employment with an
Employer for reasons other than the Participant's Discharge for Cause, and (i)
as of the Participant's termination date the Participant has a minimum of
twenty-five (25) or more years of Credited Service, and (ii) the Participant
enters into a written non-solicitation and non-compete agreement with the
Employer under terms that are satisfactory to the Employer.

      For purposes of this Section 3.1, hereof, the term "Discharge for Cause"
shall mean a Participant's employment termination that is the result of the
Participant's violation of the Employer's policies, practices or procedures,
violation of city, state, or federal law, or failure to perform his or her
assigned job duties in a satisfactory manner.  The Employer shall determine
whether a Participant has been Discharged for Cause.

      Notwithstanding any of the forgoing provisions of this Section 3.1,
however, a Participant's eligibility for an Excess Pension Benefit shall be
subject to the requirements of Article V of the Plan.

3.2   AMOUNT OF EXCESS PENSION BENEFIT.  The Excess Pension Benefit payable to
a Participant shall be in such amount as is required, when added to the excess
pension benefit payable in lump sum form to the Participant under the KeyCorp
Excess Cash Balance Pension Plan (if any) and the Accrued Benefit payable in
lump sum form to the Participant under the Pension Plan as of the Participant's
Retirement or Termination date to produce a lump sum cash aggregate benefit
equal to the benefit which would have been payable under the Pension Plan
formula in lump sum form to the Participant if the limitations of Section
401(a)(17) of the Code and the limitations of Section 415 of the Code had not
been in effect.  For purposes of this Section 3.2 hereof, the term "Pension
Plan formula" means the

method of calculating a Participant's pension benefit as reflected in Article IV
of the Pension Plan and shall not include any Predecessor Plan Grandfathered
Benefits formula.

3.3   OPENING ACCOUNT BALANCE.  Effective January 1, 2005, Participants in the
frozen KeyCorp Excess Cash Balance Pension Plan who as of December 31, 2004
were not vested in their Excess Cash Balance Pension Plan benefit shall have
their accrued but not vested benefit transferred to this Plan and reflected in
a bookkeeping opening account balance ("Opening Account Balance") established
for the Participant.  Such Opening Account Balance shall be credited with
Interest Credit as of the last day of each calendar quarter, based on the value
of the Participant's Opening Account Balance as of the first day of the
applicable quarter.  A Participant's entitlement to this Opening Account
Balance shall be governed by the eligibility provisions of Section 3.1 of this
Plan, and the value of the Opening Account Balance shall be added to and become
a part of such Participant's Excess Pension Benefit, if any, which shall be
payable in accordance with the terms of this Plan.  The establishment of the
Participant's Plan Opening Account Balance shall terminate the Participant's
entitlement to any benefit under the frozen KeyCorp Excess Cash Balance Pension
Plan.

                                  ARTICLE IV

                       PAYMENT OF EXCESS PENSION BENEFIT

4.1   IMMEDIATE PAYMENT UPON TERMINATION OR RETIREMENT OF PARTICIPANT.  Subject
to the provisions of Section 4.2, Section 4.4, and Section 4.5 hereof, a
Participant meeting the age and service eligibility requirements of Section 3.1
shall receive an immediate distribution of his or her Excess Pension Benefit
upon the Participant's Termination date.  Such Excess Pension Benefit shall be
paid in the form of a single life annuity, unless the Participant elects in
writing, a minimum of thirty days prior to the Participant's Termination date
to receive his or her distribution under a different form of payment that is
actuarially equivalent to the Participant's Excess Pension Benefit when paid as
a single life annuity payment.  The forms of payment from which a Participant
may elect shall be identical to those forms of payment provided under the
Pension Plan, provided however, that the lump sum payment option available
under the Pension Plan shall not be a form of distribution available under this
Plan.  Such payment method, once elected by the Participant, shall be
irrevocable.

      In calculating the Participant's actuarially equivalent form of
distribution the Corporation shall rely upon calculations made by independent
actuaries for the Pension Plan, who shall apply the actuarial assumptions and
interest rate then in use under the Pension Plan for converting to the form of
payment elected by the Participant.

4.2   SUSPENSION OF DISTRIBUTION.  Notwithstanding the foregoing provisions of
this Section 4.2, however, in the event of the Participant's Termination and
within twelve months of such Termination date the Participant engages in any
Harmful Activity, and upon notice by the Corporation of such Harmful Activity
the Participant fails to terminate such Activity, then by operation of this
Section 4.2 hereof and without any further notice to the Participant all
further distributions of the Participant's Excess Pension Benefit shall be
immediately suspended for a period of five (5) years following the
Corporation's notice to the Participant of his or her Harmful Activity.

      For purposes of this Section 4.2, a "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.

      (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 4.2 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.

4.3   PAYMENT UPON DEATH OF PARTICIPANT.

      (a)   Upon the death of a Participant who has met the service requirement
of Section 3.1, but who has not yet commenced distribution of his or her Excess
Pension Benefit, there shall be paid to the Participant's Beneficiary the
Excess Pension Benefit that the Participant would have been entitled to receive
had the Participant retired on his or her date of death and commenced
distribution of his or her Excess Pension Benefit.  Such Excess Pension Benefit
shall be paid in the form of a single life annuity.

      (b)   In the event of a Participant's death after the Participant has
commenced distribution of his or her Excess Pension Benefit, there shall be
paid to the Participant's Beneficiary only those survivor benefits provided
under the form of benefit payment elected by the Participant.

4.4   DISTRIBUTION OF SMALL ACCOUNTS.  Notwithstanding any Plan provision other
than Section 4.5 hereof, if the value of a Participant's vested Excess Pension
Benefit as of the Participant's Termination date is under $50,000, such balance
shall be distributed to the Participant as a single lump sum distribution as
soon as reasonably practicable following the Participant's Termination date.

4.5   PAYMENT LIMITATION FOR KEY EMPLOYEES.  Notwithstanding any other
provision of the Plan to the contrary, in the event that the Participant
constitutes a "key" employee of the Corporation (as that term is defined in
accordance with Section 416(i) of the Code without regard to paragraph (5)
thereof), distributions of the Participant's Excess Pension Benefit may not be
made before the date which is six months after the Participant's date of
separation from service (or, if earlier, the date of death of the Participant).
The term "separation from service" shall be defined for Plan purposes in
accordance with the requirements of Section 409A of the Code and applicable
regulations issued thereunder.

                                   ARTICLE V

                     DISTRIBUTION OF LARGEST PLAN BENEFIT

5.1   DISTRIBUTION OF LARGEST PLAN BENEFIT.  A Participant who meets the
eligibility requirements for an Excess Pension Program Benefit and who also
meets the eligibility requirements for an Executive Supplemental Pension
Program Benefit, shall automatically be provided at the Participant's
Termination the larger of the two Program benefits (i.e. the greater of the
Participant's Excess Pension Program Benefit or the Participant's Executive
Supplemental Pension Program Benefit).

      In making the determination required under this Section 5.1 hereof, the
Corporation shall rely upon calculations made by independent actuaries for the
Pension Plan, who shall apply the actuarial assumptions and interest rate then
in use under the Pension Plan for converting the Participant's Excess Pension
Program Benefit to a single life annuity form of payment.  The Participant
automatically shall receive the Program Benefit that provides the Participant
with the largest monthly single life annuity benefit.

5.2   BENEFICIARY DISTRIBUTION OF LARGEST  PLAN BENEFIT.

      (a)   Upon the death of a Participant meeting eligibility requirements
            for an Excess Pension Program Benefit and the eligibility
            requirements for an Executive Supplemental Pension Program Benefit
            there shall be paid to the Participant's Beneficiary the larger of
            the two Programs' death benefit.  Such death benefit shall be paid
            to the Beneficiary in the form of a single life annuity.

      (b)   In the event of a Participant's death after the Participant has
            commenced distribution of his or her Plan benefit, there shall be
            paid to the Participant's Beneficiary only those survivor benefits
            provided under the form of benefit payment elected by the
            Participant.

                                  ARTICLE VI

                                ADMINISTRATION

6.1   ADMINISTRATION.  The Corporation, which shall be the "Administrator" of
the Plan for purposes of ERISA and the "Plan Administrator" for purposes of the
Code, 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 all other questions arising under the Plan, including
any questions 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 Plan Administrator 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 Plan Administrator hereunder shall be final
and binding upon all interested parties subject, however, to the provisions of
Section 6.2.  The Plan Year, for purposes of Plan administration, shall be the
calendar year.

6.2   CLAIMS REVIEW PROCEDURE.  Whenever the Plan Administrator decides for
whatever reason to deny, whether in whole or in part, a claim for benefits
under the 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 the Claimant receives such notice, Claimant 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
Claimant's authorized representative may request that the claim denial be
reviewed by filing with the Plan Administrator a written request therefore,
which request shall contain the following information:

      (i)   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 (i);

      (ii)  the specific portions of the denial of the Claimant's claim which
            the Claimant requests the Plan Administrator to review;

      (iii) a statement by the Claimant setting forth the basis upon which
            Claimant believes the Plan Administrator should reverse its
            previous denial of the Claimant's claim and accept the Claimant's
            claim as made; and

      (iv)  any written material which the Claimant desires the Plan
            Administrator to examine in its consideration of the Claimant's
            position as stated pursuant to paragraph (iii) above.

      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, which 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 VII

                               CORPORATE ASSETS

      All benefits paid under the Plan shall be payable solely out of the
general assets of the Corporation.  The Corporation shall have no obligation to
establish a trust to fund its obligation to pay benefits under the Plan or to
insure any benefits under the Plan and 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 the Participant that the Plan be
unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.  The Corporation may, in
its sole discretion, combine the payment due and owing under the Plan with one
or more other payments owing to the Participant or the Participant's
Beneficiary under any other plan, contract, or otherwise (other than any
payment due under the Pension Plan) in one check, direct deposit, wire
transfer, or other means of payment.

                                 ARTICLE VIII

                           AMENDMENT AND TERMINATION

8.1   TERMINATION OR AMENDMENT.  The Corporation reserves the right to amend or
terminate the Plan at any time by action of its Board of Directors, or any duly
authorized Committee thereof; provided, however, that no such action shall
adversely affect any Participant who has met the age and service requirements
of Section 3.1 or any Participant or Participant's Beneficiary who is receiving
or who is eligible to receive an Excess Pension Benefit hereunder, unless an
equivalent benefit is provided under another plan maintained by an Employer.
No amendment or termination will result in an acceleration of Excess Pension
Benefits in violation of Section 409A of the Code.

8.2   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 provide for future benefits
under the Plan.

                                  ARTICLE IX

                                 MISCELLANEOUS

9.1   INTEREST OF PARTICIPANT.  The obligation of the Employer and of the
Corporation to provide a Participant or the Participant's Beneficiary with an
Excess Pension Benefit under the Plan merely constitutes the unsecured promise
of the Employer and the Corporation to make payments as provided herein and no
person shall have any interest in, or a lien or prior claim on any property of
the Employer or Corporation.

9.2   BENEFITS.  Nothing in the Plan shall be construed to confer any right or
claim upon any person, firm, or corporation other than the Participant and the
Participant's Beneficiary who may become entitled to an Excess Pension Benefit
under the Plan.

9.3   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 benefit 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 the Participant's Plan benefit shall be liable for or subject to
the debts, contracts, liabilities, or torts of the Participant or his or her
Beneficiary.  If the Participant or the Participant's Beneficiary becomes
bankrupt or attempts to alienate, sell, assign, pledge, encumber, or charge any
right under the Plan or the Participant's Plan benefit, such attempt shall be
void and unenforceable.

9.4   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" within the meaning of Sections 201, 301, and 401
of ERISA, and therefore is exempt from the provisions of Parts 2, 3, and 4 of
Title I of ERISA.

9.5   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.

9.6   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 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.

9.7   EXPENSES.  The Corporation will pay all Plan expenses.

9.8   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.

9.9   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.

9.10  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
ERISA, the Code, and, to the extent applicable, 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.

9.11  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.

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

9.13  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.

9.14  TRUST FUND.  At its discretion, the Corporation may establish one or more
trusts, with such trustees as the Corporation may approve, for the purpose of
providing for the payment of benefits owed under the Plan.  Although such a
trust may be irrevocable in the event of insolvency or bankruptcy of the
Corporation, such assets will be subject to the claims of the Corporation's
general creditors.  To the extent any benefits provided under the Plan are paid
from any such trust, the Employer shall have no further obligation to pay them.
If not paid from the trust, such benefits shall remain the obligation of the
Employer.

9.15  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

9.16  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.

                                   ARTICLE X

                               CHANGE OF CONTROL

      Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change of Control, a Participant's interest in his or her Excess
Pension Benefit shall vest, and the Participant shall be entitled to receive an
immediate distribution of his or her Excess Pension Benefit, if on and after a
Change of Control the Participant has at least five (5) years of Credited
Service, and (i) the Participant's employment is terminated by his or her
Employer and any other Employer without cause, or (ii) the Participant resigns
within two years following a Change of Control as a result of the Participant's
mandatory relocation, reduction in the Participant's base salary, reduction in
the Participant's average annual incentive compensation (unless such reduction
is attributable to the overall corporate or business unit performance) or the
Participant's exclusion from stock option programs as compared to comparably
situated Employees.

      For purposes of this Article X hereof, "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 a "Change of
Control", as defined in the Trust, has occurred.

                                  ARTICLE XI

                                COMPLIANCE WITH
                               SECTION 409A CODE

      The Plan is intended to provide for the deferral of compensation in
accordance with the provisions of Section 409A of the Code and regulations and
published guidance issued pursuant thereto.  Accordingly, the Plan shall be
construed in a manner consistent with those provisions and may at any time be
amended in the manner and to the extent determined necessary or desirable by
the Corporation to reflect or otherwise facilitate compliance with such
provisions with respect to amounts deferred on and after January 1, 2005,
including as contemplated by Section 855(f) of the American Jobs Creation Act
of 2004.  Notwithstanding any provision of the Plan to the contrary, no
otherwise permissible election, deferral, accrual, or distribution shall be
made or given effect under the Plan that would result in early taxation or
assessment of penalties or interest of any amount under Section 409A of the
Code.

      Notwithstanding any provision of the Plan to the contrary, the
Participant's Excess Pension Benefits shall not be distributed to the
Participant earlier than:

      (a)   the Participant's separation from service, as determined by the
            Secretary of the Treasury (except as provided below with respect to
            a key employee of the Corporation); or

      (b)   the death of the Participant.

      If it is determined that a Participant constitutes a key employee (as
defined in Section 416(i) of the Code without regard to paragraph (5) thereof)
of the Corporation, the Participant shall not commence the distribution of his
or her Excess Pension Benefits before the date which is six months after the
date of the Participant's separation from service (or, if earlier, the date of
death of the Participant).

      IN WITNESS WHEREOF, KeyCorp has caused this KeyCorp Second Excess Cash
Balance Pension Plan to be executed by its duly authorized officer this 28th
day of December, to be effective as of January 1, 2005.

                                           KEYCORP

                                           By: /s/Thomas E. Helfrich
                                               -----------------------------
                                           Title: Executive Vice President 

Basic Info X:

Name: SECOND EXCESS CASH BALANCE PENSION PLAN
Type: Second Excess Cash Balance Pension Plan
Date: Feb. 28, 2005
Company: KEYCORP /NEW/
State: Ohio

Other info: