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                                    EX. 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 authorized the execution of this Amendment,

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

         1. Section 2.1(l) is amended to delete in its entirety and to
substitute therefore the following:

            (l) "INCENTIVE COMPENSATION PLAN" shall mean the KeyCorp
            Annual Incentive Plan, the KeyCorp Long Term Incentive Plan,
            and/or such other Employer-sponsored line of business
            incentive compensation plans that KeyCorp in its sole
            discretion determines constitutes an "Incentive Compensation
            Plan" for purposes of this Section 2.1(l).

         2. The Plan is amended to add a new Article X to the Plan to read in
its entirety as follows:

                                    ARTICLE X
                                    ---------
                                CHANGE OF CONTROL
                                -----------------

         Notwithstanding any other provision of the Plan to the contrary, in the
         event of a Change of Control, a Participant's interest in his or her
         Supplemental Retirement Benefit shall vest, and the Participant shall
         be entitled to receive an immediate distribution of his or her
         Supplemental Retirement Benefit, if on and after a Change of Control
         the Participant has at least five (5) years of Benefit Service, and (i)
         the Participant's employment is terminated by his or her Employer and
         any other Employer without cause, or (ii) the Participant resigns
         within two years following a Change of Control as a result of the
         Participant's mandatory relocation, reduction in the Participant's base
         salary, reduction in the Participant's average annual incentive
         compensation (unless such reduction is attributable to the overall
         corporate or business unit performance), or the Participant's exclusion
         from stock option programs as compared to comparably situated
         Employees.


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         For purposes of this Article X hereof, a "Change of Control" shall be
         deemed to have occurred if under a rabbi trust arrangement established
         by KeyCorp ("Trust") as such Trust may from time to time be amended or
         substituted, the Corporation is required to fund the Trust to secure
         the payment of any Participants' Plan benefits payable hereunder
         because a "Change of Control" as defined in the Trust has occurred on
         and after January 1, 1999.

         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 ___ day
of July, 1999.


                                     KEYCORP


                                     By:
                                         -------------------------------

                                     Title:
                                            ----------------------------


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