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                                                                   Exhibit 10.31


                                 FIRST AMENDMENT

                                     TO THE

                         KEYCORP AUTOMATIC DEFERRAL PLAN

         WHEREAS, KeyCorp has established the KeyCorp Automatic Deferral Plan
("Plan") for the purpose of providing a tax favorable savings vehicle for those
key employees of KeyCorp, and

         WHEREAS, KeyCorp has reserved the right to amend the Plan as it deems
necessary or desirable, and

         WHEREAS, KeyCorp deems it desirable to amend the Plan to clarify
certain terms and conditions of the Plan.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. Section 2.1(e) of the Plan is amended to delete it in its entirety
and to substitute therefore the following:

              ""COMMON STOCK ACCOUNT" shall mean the investment account
              established under the Plan for bookkeeping purposes in which the
              Participant shall have his or her Participant Deferrals and
              Corporate Contributions credited. Participant Deferrals and
              Corporate Contributions shall be credited based on a bookkeeping
              allocation of KeyCorp Common Shares (both whole and fractional
              rounded to the nearest one-hundredth of a share) ("Common Shares")
              which shall be equal to the amount of Participant Deferrals and
              Corporate Contributions deferred. The Common Stock Account shall
              also reflect on a bookkeeping basis all dividends, gains, and
              losses attributable to such Common Shares. All Participant
              Deferrals and all Corporate Contributions credited to the Common
              Stock Account shall be based on a ten-day average of the New York
              Stock Exchange's closing price for such Common Shares immediately
              preceding, up to and including the date such Participant Deferrals
              and Corporate Contributions are credited to the Participant's Plan
              Account."

         2. The Amendment set forth in paragraph 1 hereof shall be effective as
of November 1, 2000.

         3. Except as specifically amended, 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 as of October 30, 2000.

                                               KEYCORP

                                               By:______________________________

                                               Title:___________________________