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                                                                   Exhibit 10.37
                                SECOND AMENDMENT

                                     TO THE

                      KEYCORP SUPPLEMENTAL RETIREMENT PLAN

       WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement Plan
("Plan") to provide a supplemental retirement benefit to a selected group of
employees, and

       WHEREAS, the Board of Directors of KeyCorp has authorized its
Compensation Committee to amend the Plan as it deems necessary or desirable, and

       WHEREAS, the Compensation Committee of the Board of Directors of KeyCorp
has authorized the amendment of the Plan to clarify certain terms and conditions
of the Plan.

       NOW, THEREFORE, the Plan is hereby amended as follows:

       1. Section 2.1(k) of the Plan is amended to delete it in its entirety and
to substitute therefore the following:

       ""INCENTIVE COMPENSATION AWARD" shall mean an incentive compensation
       award (whether paid in cash, deferred, or a combination of both) granted
       to a Grandfathered Employee under an Incentive Compensation Plan, as
       follows:

       -   An incentive compensation award granted under the KeyCorp Annual
           Incentive Plan, the KeyCorp Short Term Incentive Compensation Plan,
           the KeyCorp Management Incentive Compensation Plan, and/or such other
           Employer-sponsored line of business Incentive Compensation Plan shall
           constitute an incentive compensation award for the year in which the
           award is earned (without regard to the actual time of payment).

       -   An incentive compensation award granted under the KeyCorp Long Term
           Incentive Compensation Plan ("LTIC Plan") with respect to any
           multi-year performance period shall be deemed to be for the last year
           of the multi-year period without regard to the actual time of payment
           of the award. Accordingly, an incentive compensation award granted
           under the LTIC Plan with respect to the three-year performance period
           of 1993, 1994, and 1995 will be deemed to be for 1995 (without regard
           to the actual time of payment), and the entire Incentive Compensation
           award under the LTIC Plan for that performance period will be a LTIC
           Plan award for the year 1995.

       -   An incentive compensation award granted under the KeyCorp Long Term
           Incentive Plan ("Long Term Plan") with respect to any multi-year
           period shall be deemed to be for the last year of the multi-year
           performance period and for the year immediately following such year
           (without regard to the actual time of payment). Accordingly, an award
           granted under the Long Term Plan with respect to the four-year
           performance period of 1998, 1999, 2000, and 2001 shall be deemed to
           be for the years 2001 and 2002, with one-half the award allocated to
           the year 2001, and one-half the award allocated to the year 2002."




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       2. Section 2.1(l) of the Plan is amended to delete it in its entirety and
to substitute therefore the following:

       ""INCENTIVE COMPENSATION PLAN" shall mean the KeyCorp Management
       Incentive Compensation Plan, the KeyCorp Annual Incentive Plan, the
       KeyCorp Short Term Incentive Compensation Plan, the KeyCorp Long Term
       Incentive Compensation Plan, the KeyCorp Long Term Incentive Plan, and/or
       such other Employer-sponsored line of business incentive compensation
       plan that KeyCorp in its sole discretion determines constitutes an
       "Incentive Compensation Plan" for purposes of this Section 2.1(l), as may
       be amended from time to time."

       3. The Amendments set forth in paragraphs 1 and 2 hereof shall be
effective as of January 1, 2000.

       4. Except as specifically amended, the Plan shall remain in full force
and effect.

       IN WITNESS WHEREOF, KeyCorp has caused this Second Amendment to the Plan
to be executed by its duly authorized officer to be effective as of the above
stated date.

                                            KEYCORP

                                            By:_______________________________

                                            Title:______________________________



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