KEYCORP /NEW/
AWARD OF RESTRICTED STOCK
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>l95281aexv10w2.txt
<DESCRIPTION>AWARD OF RESTRICTED STOCK
<TEXT>
<PAGE>

                                                                    Exhibit 10.2


                                     KEYCORP
                            AWARD OF RESTRICTED STOCK



---------------------

         By action of the Compensation and Organization Committee ("Committee")
of the Board of Directors of KeyCorp, taken pursuant to the KeyCorp Amended and
Restated 1991 Equity Compensation Plan ("Plan") on January 17, 2002, you have
been awarded __________ shares of Restricted Stock. (Unless otherwise indicated,
the capitalized terms used herein shall have the same meaning as set forth in
the Plan.)

                  1. One-half of the Restricted Stock ("the Time Lapse
         Restricted Shares") may not be sold, transferred, otherwise disposed
         of, pledged or otherwise hypothecated until the earlier of the
         following:

                  a) December 31, 2004; or

                  b) the date not more than two years on or after a Change of
                  Control upon which your employment terminates under
                  circumstances entitling you to receive severance benefits or
                  salary continuation benefits under KeyCorp Separation Pay Plan
                  or under any employment or change of control or similar
                  arrangement or agreement.

                  2. The remaining one-half of the Restricted Stock ("the
         Performance Accelerated Restricted Shares") may not be sold,
         transferred, otherwise disposed of, pledged, or otherwise hypothecated
         until the earliest of the following shall occur:

                  a) December 31, 2008;

                  b) the percentage increase in KeyCorp's average daily stock
                  price for the years 2002 through 2004 exceeds the percentage
                  increase in the average daily stock price of the median of the
                  banks which comprise the Standard & Poor's 500 Banks Index (If
                  at any time the Standard & Poor's 500 Banks Index ceases to be
                  published or is altered in such manner as to make its use as a
                  comparative reference inappropriate, as determined by the
                  Committee in its sole discretion, then the Committee shall (i)
                  select such other index as is then available that the
                  Committee deems most appropriate to use as a substitute for
                  the Standard & Poor's 500 Banks Index and (ii) decide



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                  whether to use that other index to determine whether the
                  condition of this paragraph has been met); or

                  c) the first day on which a Change of Control occurs on or
                  before December 31, 2004.

                  3. If you shall die or become Disabled prior to the lapse of
         the restrictions on the Time Lapse Restricted Shares, then a pro rata
         number of the Time Lapse Restricted Shares shall be retained by you or
         your estate and become freely transferable upon death or Disability but
         the remainder shall immediately be forfeited upon your death or
         Disability, as the case may be.

                  4. The restrictions shall lapse upon a pro rata number of the
         Time Lapse Restricted Shares when you have been continuously employed
         by KeyCorp and reach age 65 and each year thereafter that you remain
         employed by KeyCorp on your birthday the restrictions shall lapse on
         the lesser of an additional one-third of the Time Lapse Restricted
         Shares or the number of Time Lapse Restricted Shares remaining in your
         award.

                  5. The Time Lapse Restricted Shares shall immediately be
         forfeited if you retire between the ages of 55 and 65 prior to the
         lapse of the restrictions; provided, however, that the Committee may in
         its sole discretion determine that a pro rata number of the Time Lapse
         Restricted Shares shall be retained by you and become freely
         transferable upon retirement but that the remainder shall immediately
         be forfeited upon your retirement.

                  6. If you retire at age 65 or older, die or become Disabled
         prior to the lapse of the restrictions on the Performance Accelerated
         Restricted Shares and such shares thereafter cease to be restricted
         because of the performance of KeyCorp's average daily stock price, then
         a pro rata number of the Performance Accelerated Restricted Shares
         shall be retained by you or your estate and become freely transferable
         if and when the restrictions lapse because of the performance of
         KeyCorp's average daily stock price but the remainder shall immediately
         be forfeited upon your retirement, death, or Disability, as the case
         may be, and if the restrictions do not lapse as a result of performance
         of KeyCorp's average daily stock price, the pro rata number of
         Performance Accelerated Restricted Shares retained by you or your
         estate shall be forfeited on December 31, 2004.

                  7. The Performance Accelerated Restricted Shares shall be
         forfeited if you retire between the ages of 55 and 65 prior to the
         lapse of the restrictions; provided, however, that the Committee may in
         its sole discretion determine that a pro rata number of shares shall be
         retained by you and become freely transferable if and when the
         performance of KeyCorp's average daily stock price meets the
         requirements of this Agreement but that the remainder of the shares
         shall immediately be forfeited upon your retirement, and if the
         restrictions do not lapse as a result of performance of KeyCorp's
         average daily stock price, the pro rata number


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         of Performance Accelerated Restricted Shares retained by you shall be
         forfeited on December 31, 2004.

                  8. For purposes of this Agreement, the pro rata number of
         shares of Restricted Stock granted to you shall be based on a fraction
         the numerator of which is the number of months beginning in January
         2002 that are completed prior to your change of status and the
         denominator of which is 36.

                  9. The Restricted Stock shall be immediately forfeited if your
         employment with KeyCorp terminates prior to the date of the lapse of
         the restrictions as set forth earlier in this Agreement unless your
         employment terminates because of death, Disability, or retirement (in
         which case the specific provisions set forth earlier in this Agreement
         shall apply).

                  10. The Restricted Stock upon which the restrictions have
         lapsed nevertheless may not be sold or otherwise transferred until and
         unless you meet KeyCorp's Stock Ownership Guidelines or terminate your
         employment with KeyCorp; provided, however, that notwithstanding the
         foregoing you shall be permitted to sell the number of shares necessary
         to satisfy any withholding tax obligation that may arise in connection
         with the lapse of any restriction on the Restricted Stock.

                  11. If the lapse of the restrictions on the Restricted Stock
         would result in compensation to you that if earned would not be
         deductible by KeyCorp by reason of the disallowance rules of Section
         162(m) of the Internal Revenue Code but would be deductible if deferred
         until a later year, then the Committee in its sole discretion may
         require that all or a portion of the Restricted Stock shall be
         exchanged for an award of equal value which shall be deferred into and
         remain in the KeyCorp Deferred Compensation Plan ("Deferred Plan")
         Common Stock Account pursuant to the provisions of the Deferred Plan;
         provided that if the Committee shall not require a deferral pursuant to
         this paragraph, then any provision in any KeyCorp Plan, Employment
         Agreement, or similar agreement or arrangement requiring a deferral by
         you because of Section 162(m) shall be deemed waived by KeyCorp with
         respect to the Restricted Stock.

                  12. You may elect to exchange Restricted Stock for an award of
         equal value which shall be deferred into the Deferred Plan Common Stock
         Account; provided, however, that such election shall be made at least
         one year prior to the lapse of the restrictions upon the Restricted
         Stock and provided further that the deferred award may not be
         transferred to another account in the Deferred Plan.

                  13. The Committee reserves the right to (at any time and from
         time to time) make adjustments in or alter the performance criteria
         (i.e., daily average stock price performance) set forth in this
         Agreement, in the Committee's sole discretion, to take into account
         changed circumstances which, in the Committee's judgment, make the
         performance criteria inapplicable, inappropriate, or otherwise
         undesirable.


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         Consistent with the provisions of the Plan, the determination by the
         Committee as to whether the performance criteria have been satisfied or
         should be adjusted or altered shall be final and conclusive.

                  14. If you are an officer for purposes of Section 16 of the
         Securities Exchange Act of 1934, you shall be permitted to satisfy, in
         whole or in part, any withholding tax obligation that may arise in
         connection with the lapse of any restriction on the Restricted Stock by
         delivering to KeyCorp in Common Shares an amount equal to the
         withholding tax obligation arising with respect to such lapse.

                  15. Notwithstanding any other provisions of this Agreement, if
         you engage in any "harmful activity" (as defined in Section 16 of the
         Plan) prior to or within six months after the termination of your
         employment with KeyCorp, then any and all shares of Restricted Stock
         which have vested on or after one year prior to termination of
         employment shall be immediately forfeited to KeyCorp and the sales
         price realized upon the sale of any such shares of Restricted Stock by
         you shall inure to and be payable to KeyCorp upon demand.

                  16. The provisions of Section 11 of the Plan entitled
         "Acceleration upon Change of Control" shall not apply to the Time Lapse
         Restricted Shares at any time and shall not apply to the Performance
         Accelerated Restricted Shares after December 31, 2004.



         January 17, 2002
                                                  ---------------------------
                                                  Thomas E. Helfrich
                                                  Executive Vice President




                                   ACCEPTANCE

         The undersigned hereby acknowledges receipt of the Plan, agrees to be
bound by the foregoing Agreement and agrees and consents to the terms,
conditions, and provisions of the Agreement, Plan and the Award evidenced by
this Agreement.


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