RESTATED AMENDMENT TOTHE KEYCORP EXCESS CASH BALANCE PENSION PLAN

Exhibit 10.26

RESTATED AMENDMENT

TO THE KEYCORP

EXCESS CASH BALANCE PENSION PLAN

WHEREAS, KeyCorp has established the KeyCorp Excess Cash Balance Pension Plan (the “Plan”), a nonqualified plan of deferred compensation for a certain select group of KeyCorp employees, and

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

WHEREAS, in conjunction with the enactment of the American Jobs Creation Act of 2004, the Compensation Committee of the Board of Directors of KeyCorp determined it desirable to preserve those earned and vested Plan benefits of December 31, 2004 in accordance with the law in effect prior to the enactment of the American Jobs Creation Act of 2004, and accordingly, has authorized the freezing of the Plan to preserve such vested Plan benefits as of December 31, 2004, and

WHEREAS, to effectuate a simplified administration of those December 31, 2004 vested and frozen Plan benefits in accordance with the laws in effect prior to the enactment of the Act, as well as to comply with the requirements of the Act with regard to those participant Plan benefits that have not vested as of December 31, 2004, the Compensation Committee has accordingly directed the establishment of a KeyCorp Second Excess Cash Balance Pension Plan.

NOW, THEREFORE, pursuant to such action of the Compensation Committee, the Amendment to the Plan is hereby restated to clarify that in conjunction with the freezing of the Plan, participants’ not vested Plan benefits as of December 31, 2004 shall be transferred to the KeyCorp Second Excess Cash Balance Pension Plan effective January 1, 2005, as follows:

“ARTICLE XI

AMENDMENT TO FREEZE

11.1 No New Accruals, Deferrals, and Contributions Under the Plan. As of January 1, 2005 the Plan shall be frozen with regard to all new accruals, deferrals, and contributions to the Plan after December 31, 2004 and all Participants’ Plan benefits that are earned and vested as of December 31, 2004 shall be administered in accordance with the terms of the Plan as frozen and with the requirements of the law in effect prior to the enactment of Section 409A of the Code. In conjunction with the foregoing, all Participants’ not vested Plan benefits as of December 31, 2004 shall be transferred to the KeyCorp Second Excess Cash Balance Pension Plan effective January 1, 2005 and shall be administered in accordance with the requirements of the KeyCorp Second Excess Cash Balance Pension Plan.

IN WITNESS WHEREOF, KeyCorp has caused this Restated Amendment to the Plan to be executed by its duly authorized officer on January 20, 2005, to be effective as of December 28, 2004.