EXHIBIT 10.33

                             FIRST AMENDMENT TO THE
                           KEYCORP SIGNING BONUS PLAN

         WHEREAS, KeyCorp has established the KeyCorp Signing Bonus Plan
("Plan") for certain employees of KeyCorp, 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 the First Amendment,

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

         1.       Section 6.1 of the Plan is amended to delete it in its
entirety and to substitute therefore the following:

                  "6.1 DISTRIBUTION OF DEFERRAL.  A Participant's vested Signing
         Bonus Deferral with all earnings and gains thereon, shall be
         distributed to the Participant as of the Determination Date
         concurrently with or immediately following the Participant's vesting in
         his or her Plan benefit in accordance with the distribution directions
         provided by the Participant in his or her Distribution Agreement, as
         follows:

                  (a)    as a single lump sum distribution of Common Shares, or

                  (b)    if the participant is otherwise eligible to participate
                         in the KeyCorp Deferred Compensation Plan based on the
                         Participant's job grade (or job grade equivalent) at
                         the time of his or her Signing Bonus Deferral, then
                         such Participant may make a plan-to-plan transfer of
                         the Participant's vested bookkeeping Plan Account
                         balance to the KeyCorp Deferred Compensation Plan's
                         Common Stock Account.

         Subject to the withholding provisions of Section 6.4 hereof,
         distributions from the Plan shall be made in Common Shares based on the
         bookkeeping number of whole and fractional Common Shares attributable
         to the Participant's vested Signing Bonus Deferral maintained in the
         Plan's Common Stock Account as of the Determination Date concurrently
         with or immediately preceeding the date of such distribution.
         Participants' Plan Account balances transferred to the KeyCorp Deferred
         Compensation Plan's Common Stock Account will not be subject to
         investment diversification and/or reallocation under the KeyCorp
         Deferred Compensation Plan.

         Notwithstanding the foregoing provisions of this Section 6.1, however,
         in the event a Participant who is subject to the Corporation Stock
         Ownership Guidelines fails to meet his or her Stock Ownership
         Guidelines requirements at the time of his or her Plan distribution,
         and the Participant has elected to receive a lump sum distribution from
         the Plan, the Corporation in its discretion may (1) withhold such
         portion of the Participant's lump sum distribution of Common Shares
         until the Participant has otherwise met his or her obligations under
         the Corporation Stock Ownership Guidelines, or (2) issue to the
         Participant restricted Common Shares whose transferability will be



         restricted until the Participant otherwise meets his or her obligations
         under the Stock Ownership Guidelines."

         2.       Except as specifically 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 first
day of January, 2001.

                                                        KEYCORP

                                        By:   /s/ Steven N. Bulloch
                                            ----------------------------------

                                        Title:  Assistant Secretary
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