EX-10.3 Restated Amendment to Retirement Plan

Exhibit 10.3

RESTATED AMENDMENT
TO THE KEYCORP
SUPPLEMENTAL RETIREMENT PLAN

     WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement 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 has determined it desirable to preserve those earned and vested Plan benefits as 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 participants’ accrued and vested Plan benefits as of December 31, 2004, as well as the freezing of any additional benefit service under the Plan as of December 31, 2004, and

     WHEREAS, to effectuate a simplified administration of those December 31, 2004 vested and frozen Plan benefits under 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 directed the establishment of the KeyCorp Second Supplemental Retirement 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 all additional accruals and benefit service under the Plan as of December 31, 2004, all not vested participant supplemental retirement benefits as of December 31, 2004 shall be transferred to and calculated under the provisions of the KeyCorp Second Supplemental Retirement Plan, as follows:

     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.