EXHIBIT 10.28

                                      FIRST
                                AMENDMENT TO THE
                                     KEYCORP
                           DEFERRED COMPENSATION PLAN



         WHEREAS, KeyCorp has established the KeyCorp Deferred Compensation 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 authorized by and through the adoption of the KeyCorp
Automatic Deferral Plan the execution of this Amendment,

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


         1. The Plan is amended to add a new Section 3.7 to the Plan to read in
its entirety as follows:

                  "3.7 ROLLOVERS. Subject to the Corporation's consent, the Plan
                  may accept on behalf of a Participant, a rollover of the
                  Participant's bookkeeping account balance from such other
                  deferred compensation plan of the Employer in which the
                  Participant also participates. The bookkeeping account balance
                  so rolled shall be known as plan transfer contributions ("Plan
                  Transfer Contributions"). The Participant's Plan Transfer
                  Contributions shall be credited to the Participant's Plan
                  Account on a bookkeeping basis in such a manner as the
                  Corporation shall be able to separately identify such Plan
                  Transfer Contributions and determine the net gains or losses
                  attributable thereto. Such Plan Transfer Contributions shall,
                  at all times, be invested in the Plan's Common Stock Account,
                  and shall not be subject to the Participant's investment
                  direction or diversification. Plan Transfer Contributions
                  shall be fully vested under the Plan, and shall be subject to
                  the distribution requirements contained in Article VI hereof."

         2. Section 9.1 is amended to delete it in its entirety and to
substitute therefor the following:

                  "9.1 RESERVATION OF RIGHTS. The Corporation reserves the right
                  to terminate the Plan at any time by action of the Board of
                  Directors of the Corporation, or any duly authorized committee
                  thereof, and to modify or amend the Plan, in whole or in part,
                  at any time and for any reason, subject to the following:

                           (a) PRESERVATION OF ACCOUNT BALANCE. No termination,
                  amendment, or modification of the Plan shall reduce (i) the
                  amount of Prior Plan Awards, Plan Transfer Contributions,
                  Participant Deferrals and Corporate Contributions, and (ii)
                  all earnings and gains on such Prior Plan Awards, Plan
                  Transfer Contributions, Participant Deferrals, and Corporate
                  Contributions that have accrued up to the effective date of
                  the termination, amendment, or modification.


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                           (b) CHANGES IN EARNINGS RATE. No amendment or
                  modification of the Plan shall reduce the rate of earnings to
                  be credited on all Prior Plan Awards, Plan Transfer
                  Contributions, Participant Deferrals, and Corporate
                  Contributions and all earnings accrued thereon until the close
                  of the applicable Deferral Period in which such amendment or
                  modification is made."

         3. Section 10.1 is amended to delete it in its entirety and to
substitute therefor the following:

                  "10.1 CHANGE OF CONTROL. Notwithstanding any other provision
                  of the Plan to the contrary, in the event of a Change of
                  Control as defined in accordance with Section 2.2 of the Plan,
                  no amendment or modification of the Plan may be made at any
                  time on or after such Change of Control (1) to reduce or
                  modify a Participant's Pre-Change of Control Account Balance,
                  (2) to reduce or modify the Interest Bearing Account's rate of
                  earnings on or method of crediting such earnings to a
                  Participant's Pre-Change of Control Account Balances, (3) to
                  reduce or modify the Common Stock Accounts' method of
                  calculating all earnings, gains, and/or losses on a
                  Participant's Pre-Change of Control Account Balance, (4) to
                  reduce or modify any Investment Funds' method of calculating
                  all earnings, gains, and/or losses on a Participant's
                  Pre-Change of Control Account Balance, or (5) to reduce or
                  modify the Participant's Participant Deferrals and/or
                  Corporate Contributions to be credited to a Participant's Plan
                  Account for the applicable Deferral Period. For purposes of
                  this Section 10.1, the term "Pre-Change of Control Account
                  Balance" shall mean, with regard to any Plan Participant, the
                  aggregate amount of such Participant's Prior Plan Awards, Plan
                  Transfer Contributions, Participant Deferrals, and Corporate
                  Contributions with all earnings, gains, and losses thereon
                  which are credited to the Participant's Plan Account through
                  the close of the calendar year in which such Change of Control
                  occurs."

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


         IN WITNESS WHEREOF, KeyCorp has caused this First Amendment to the Plan
to be executed by its duly authorized officer to be effective as of the ___ day
of December, 1999.


                                 KEYCORP


                                 By:
                                     -------------------------------------------

                                 Title:
                                       -----------------------------------------





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