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                                    EX. 10.6

                                      THIRD
                                AMENDMENT TO THE
                                     KEYCORP
                      SUPPLEMENTAL RETIREMENT BENEFIT PLAN


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

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

         WHEREAS, the Compensation and Organization Committee of the Board of
Directors of KeyCorp has authorized the execution of this Third Amendment,

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

         1. Section 1.7 is amended to delete in its entirety and to substitute
therefore the following:

            "INCENTIVE COMPENSATION AWARD" shall mean an incentive
            compensation award granted to a Plan Participant under the
            KeyCorp Annual Incentive Plan and/or such other
            Employer-sponsored line of business incentive compensation
            plans that KeyCorp in its sole discretion determines to be
            included herein for purposes of determining a Participant's
            Incentive Compensation Award under the Plan. For purposes of
            this Section 1.7 hereof, an Incentive Compensation Award shall
            be deemed to be for the year in which the Incentive
            Compensation Award is earned (without regard to the actual
            time of payment), provided, however, that in no event shall
            more than one Incentive Compensation Award be included in
            determining a Participant's Salary for any applicable year.

         2. The amendment set forth in Paragraph 1 hereof, shall be effective as
of the first day of January, 1999.

         3. Except as specifically amended herein, the Plan shall remain in full
force and effect.


         IN WITNESS WHEREOF, KeyCorp has caused this Third Amendment to the Plan
to be executed by its duly authorized officer as of the first day of July, 1999


                                     KEYCORP


                                     By:
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                                     Title:
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