EXHIBIT 10.5

                                      FIRST
                                    AMENDMENT
                                 TO THE KEYCORP
                          SUPPLEMENTAL RETIREMENT PLAN

         WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement
Plan (the "Plan"), and

         WHEREAS, the Board of Directors of KeyCorp has authorized its
Compensation Committee to permit amendments to the Plan, and

         WHEREAS, the Compensation Committee of the Board of Directors of
KeyCorp has determined it desirable to amend the Plan and has accordingly
authorized the execution of this First Amendment,

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

         1.       ARTICLE III, Section 3.1, shall be amended to delete it in its
entirety and to substitute therefore the following:

                           "3.1      ELIGIBILITY. A Grandfathered Employee shall
                  be eligible for a Supplemental Retirement Benefit hereunder if
                  the Grandfathered Employee (i) retires on or after age 65 with
                  five or more years of Benefit Service, (ii) terminates
                  employment with an Employer on or after age 55 with ten or
                  more years of Benefit Service, (iii) terminates his or her
                  active employment with an Employer upon becoming Disabled
                  after completing five or more years of Benefit Service and
                  disability benefits have ceased under the KeyCorp Long-Term
                  Disability Plan due to the Grandfathered Employee's election
                  for Early or Normal Retirement under the Retirement Plan, or
                  (iv) dies after completing five or more years of Benefit
                  Service, and has a Beneficiary who is eligible for a benefit
                  under the Retirement Plan.

                  Effective January 1, 2003 a Grandfathered Employee shall also
                  be eligible for a Supplemental Retirement Benefit if the
                  Grandfathered Employee becomes involuntarily terminated from
                  his or her employment with an Employer for reasons other than
                  the Grandfathered Employee's Discharge for Cause, and (i) as
                  of the Grandfathered Employee's termination date the
                  Grandfathered Employee has a minimum of twenty-five (25) or
                  more years of Benefit Service, and (ii) the Grandfathered
                  Employee enters into a written non-solicitation and
                  non-compete agreement under terms that are satisfactory to the
                  Employer.

                  For purposes of this Section 3.1, hereof, the term "Discharge
                  for Cause" shall mean a Grandfathered Employee's employment
                  termination that is the result of the Grandfathered Employee'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 in its sole and absolute discretion shall

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                  determine whether a Grandfathered Employee has been Discharged
                  for Cause."

         2.       The amendment set forth in Paragraph 1 shall be effective as
of January 1, 2003.

         3.       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 first
day of January, 2003.

                                    KEYCORP

                                    By: /s/ Steven N. Bulloch
                                       ------------------------------
                                    Title: Assistant Secretary
                                          ---------------------------

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