KEYCORP /NEW/
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>l87949aex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

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                                                                    Exhibit 10.1

                                     KEYCORP
                             1997 STOCK OPTION PLAN
                                  FOR DIRECTORS
                             (AS OF MARCH 14, 2001)

         1. PURPOSE OF THE PLAN. The purpose of the KeyCorp 1997 Stock Option
Plan for Directors is to encourage Directors to acquire a larger stock ownership
in KeyCorp, thus increasing their proprietary interest in KeyCorp and more
closely aligning their interests with those of the shareholders of KeyCorp.

         2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms have the meanings set forth below.

         "Board of Directors" or "Board" means the Board of Directors of
KeyCorp.

         "Committee" means the committee appointed by the Board of Directors to
         administer the Plan. The Committee shall be composed of not less than
         three Directors of KeyCorp. The Board of Directors may also appoint one
         or more Directors as alternate members of the Committee. No officer or
         employee of KeyCorp or of any subsidiary of KeyCorp shall be a member
         or alternate member of the Committee. The Committee shall at all times
         be comprised solely of "Non-Employee Directors", as such term is
         defined in Rule 16b-3 promulgated under the Securities Exchange Act of
         1934.

         "Director" means a member of the Board of Directors of KeyCorp.

         "Fair Market Value" means, unless otherwise determined by the
         Committee, (a) if the Common Shares are traded on a national exchange,
         the mean between the high and low sales price per Common Share on that
         national exchange on the date for which the determination of Fair
         Market Value is made or, if there are no sales of Common Shares on that
         date, then on the next preceding date on which there were any sales of
         Common Shares, or (b) if the Common Shares are not traded on a national
         exchange, the mean between the high and low sales price per Common
         Share in the over-the-counter market, National Market System, as
         reported by the National Quotations Bureau, Inc. and NASDAQ on the date
         for which the determination of Fair Market Value is made or, if there
         are no sales of Common Shares on that date, then on the next preceding
         date on which there were any sales of Common Shares.

         "Plan" means this KeyCorp 1997 Stock Option Plan for Directors as it
         may be amended from time to time.


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         3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee. The Board may from time to time remove members from or add members to
the Committee. Vacancies on the Committee, however caused, shall be filled by
the Board. The Board shall select one of the Committee's members as Chair.
Members of the Committee shall be eligible to be granted options to purchase
KeyCorp Common Shares under the Plan while serving on the Committee.

         The Committee shall be vested with full authority to make such rules
and regulations as it deems necessary or desirable to administer the Plan and to
interpret the provisions of the Plan. Any determination, decision or action of
the Committee in connection with the construction, interpretation,
administration or application of the Plan shall be final, conclusive and binding
upon all optionees and any person claiming under or through an optionee, unless
otherwise determined by the Board.

         Any determination, decision or action of the Committee provided for in
the Plan may be made or taken by action of the Board if it so determines, with
the same force and effect as if such determination, decision or action had been
made or taken by the Committee. No member of the Committee or of the Board shall
be liable for any determination, decision or action made in good faith with
respect to the Plan or any option granted under the Plan. The fact that a member
of the Board or the Committee shall at the time be, or shall theretofore have
been or thereafter may be, a person who has received or is eligible to receive
an option shall not disqualify him or her from taking part in and voting at any
time as a member of the Board or of the Committee, as applicable, in favor of or
against any amendment or repeal of the Plan.

         4. STOCK SUBJECT TO THE PLAN.

         (a) The stock to be issued upon exercise of options granted under the
Plan shall be KeyCorp Common Shares which shall be made available from Common
Shares held in treasury. The aggregate number of Common Shares which may be
issued under or subject to options granted under this Plan shall not exceed
1,000,000 shares.

         (b) In the event that any outstanding option or portion thereof under
the Plan for any reason expires or is terminated, the Common Shares allocable to
the unexercised portion of such option may again be made subject to option under
the Plan.

         5. GRANT OF OPTIONS. All options granted under this Plan shall be
"nonqualified stock options" for purposes of the Internal Revenue Code of 1986,
as amended.

         6. OPTION PRICE. The purchase price per Common Share which is subject
to an option shall be 100 percent of the Fair Market Value of a Common Share on
the date the option is granted.


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         7. ELIGIBILITY OF OPTIONEES.

         (a) Options on KeyCorp Common Shares shall automatically be granted
annually on the third business day following the date of the earnings release of
KeyCorp for the first quarter of each year, commencing in 1998, to those persons
who are then serving as Directors of KeyCorp and who are not then employees or
officers of KeyCorp. The options granted to each Director on an annual basis
shall, as of the option grant date, have a value equal to 2.75 times the annual
cash retainer payable to a Director in the year of the option grant (and the
value of the options shall be determined in accordance with the formula set
forth in Exhibit A to this Plan, which formula is intended to approximate on a
simplified basis the Black-Scholes value of the options).

         (b) Subject to the terms of the Plan and subject to review by the
Board, the Committee shall have exclusive jurisdiction (i) to determine the
dates on which, or the time periods during which, the options may be exercised,
(ii) to determine the purchase price of the shares subject to each option in
accordance with Section 6 of the Plan, and (iii) to prescribe the form, which
shall be consistent with the Plan, of the instrument evidencing any options
granted under the Plan.

         8. NON-TRANSFERABILITY OF OPTIONS. Unless otherwise determined by the
Committee, no option granted under the Plan shall be assignable or transferable
by the optionee other than by will or the laws of descent and distribution, and
during the lifetime of an optionee the option shall be exercisable only by such
optionee.

         9. TERM AND EXERCISE OF OPTIONS.

         (a) Unless otherwise determined by the Committee, each option granted
under the Plan shall terminate on the date which is 10 years after the date of
grant. The Committee in its discretion may provide further limitations on the
exercisability of options granted under the Plan. An option may be exercised
only during the continuance of the optionee's service as a Director, except as
provided in Sections 10 and 11 of the Plan.

         (b) A person electing to exercise an option shall give written notice
to KeyCorp of such election and of the number of shares he or she has elected to
purchase, in such form or forms as the Committee shall have prescribed or
approved, and shall at the time of exercise tender the full purchase price of
the shares he or she has elected to purchase. Unless otherwise determined by the
Committee, the purchase price shall be paid in full in cash upon the exercise of
the option.

         10. TERMINATION OF DIRECTORSHIP. If an optionee's status as a Director
ceases for any reason other than death, any option granted to him or her under
the Plan shall terminate thirty-six months (twenty-four months if the Option was
granted prior to March 14, 2001) after the termination of such optionee as a
Director; provided, however, that no option shall be exercisable after its
expiration date.



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         11. DEATH OF OPTIONEE. If an optionee dies while serving as a Director,
or after cessation of such service but within the period during which he or she
could have exercised the option under Section 10 of the Plan, then the option
may be exercised by the executors or administrators of the optionee's estate or
by any person or persons who have acquired the option directly from the optionee
by bequest or inheritance, within thirty-six months (twenty-four months if the
Option was granted prior to March 14, 2001) after: (i) the date of the
optionee's death in the case of an optionee who died while still serving as a
director, and (ii) the date the optionee ceased being a director in the case of
an optionee who ceased being a director prior to such optionee's death, except
that in no case shall an option be exercisable after its expiration date.

         12. AMENDMENT OR TERMINATION OF THE PLAN. The Committee may at any time
amend, modify suspend or terminate the Plan or modify any outstanding options
granted under the Plan. No amendment, modification, suspension or termination of
the Plan nor modification of any outstanding option shall in any manner affect,
alter or impair any option theretofore granted under the Plan without the
consent of the optionee or any person validly claiming under or through the
optionee.

         13. ADJUSTMENT UPON CHANGES IN COMMON SHARES. Automatically and without
Committee action in the event of any stock dividend, stock split or share
combination of the Common Shares, or by appropriate Committee action in the
event of any reclassification, recapitalization, merger, consolidation, other
form of business combination, liquidation or dissolution involving KeyCorp or
any spin-off or other distribution to shareholders of KeyCorp (other than normal
cash dividends), (a) appropriate adjustments to the maximum number of Common
Shares that may be issued under or subject to options granted under the Plan
pursuant to Section 4 shall be made, and (b) appropriate adjustments to the
number and kind of shares subject to, the price per share under, and the terms
and conditions of each then outstanding option shall be made to the extent
necessary and in such manner that the benefits of Directors under all then
outstanding options shall be maintained substantially as before the occurrence
of such event. Any such adjustment shall be conclusive and binding for all
purposes of the Plan, in the event of any stock dividend, stock split or share
combination, as of the date of such stock dividend, stock split or share
combination, and in all other cases, as of such date as the Committee may
determine.

         14. AWARDS IN SUBSTITUTION FOR OPTIONS GRANTED BY OTHER COMPANIES.
Options may be granted under the Plan in substitution for awards held by
directors of a company who become Directors of KeyCorp as a result of the merger
or consolidation of such company with KeyCorp, or the acquisition by KeyCorp of
the assets of such company, or the acquisition by KeyCorp of stock of such
company as a result of which it becomes a subsidiary. The terms, provisions and
benefits of the substitute options so granted may vary from the terms,
provisions and benefits set forth in or authorized by the Plan to such extent as
the Committee at the time of the grant may deem appropriate to conform, in whole
or in part, to the terms, provisions and benefits of the awards in substitution
for which they are granted.



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         15. LEGAL REQUIREMENTS. No options shall be granted and KeyCorp shall
have no obligation to make any payment under the Plan, whether in Common Shares,
cash or any combination thereof, unless such payment is, without further action
by KeyCorp, in compliance with all applicable Federal and state laws and
regulations, including, without limitation, the United States Internal Revenue
Code and Federal and state securities laws.

         16. ABSENCE OF LIABILITY. No member of the Board of Directors of
KeyCorp, of the Committee, of any other committee of the Board of Directors or
any officer or Director of KeyCorp or a subsidiary of KeyCorp shall be liable
for any act or action under the Plan, whether of commission or omission, taken
by any other member, or by any officer, agent or employee, or except in
circumstances involving his or her bad faith or willful misconduct, for any
thing done or omitted to be done by himself or herself.

         17. SEVERABILITY. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

         18. GOVERNING LAW. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.

         19. PLAN EFFECTIVE DATE. The Plan was approved by the Board of
Directors of KeyCorp at a meeting held on January 16, 1997 and amended on
November 19, 1997, April 21, 1999, and March 14, 2001.


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                                    EXHIBIT A
                                    ---------

Formula                                                      Example
-------                                                    ----------

Amount of annual cash retainer                              $  27,000
payable to a director in year of
option grant

multiply by 2.75                                           X     2.75
                                                           ----------

                                                               74,250

multiply by 3                                              X        3
                                                           ----------

                                                              222,750

divide by Fair Market Value (mean
between high and low sales price                     (divided by)  65
per Common Share) of a Common                              ----------
Share on the date of the option
grant

                                                                 3,426

round up to nearest whole number
divisible by 100. This would be
the  number of Common Shares                                    3,500
covered by the options grant to                                 Common
each Director.                                                  Shares


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