KEYCORP /NEW/
EX-10.6 FOURTH AMENDMENT TO KEYCORP EXECUTIVE SUPP
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<TYPE>EX-10.6
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<FILENAME>l00395aexv10w6.txt
<DESCRIPTION>EX-10.6 FOURTH AMENDMENT TO KEYCORP EXECUTIVE SUPP
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                                                                    EXHIBIT 10.6

                                     FOURTH
                                    AMENDMENT
                                 TO THE KEYCORP
                       EXECUTIVE SUPPLEMENTAL PENSION PLAN

         WHEREAS, KeyCorp has established the KeyCorp Executive Supplemental
Pension 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 determined it desirable to amend the Plan and has accordingly
authorized the execution of this Fourth Amendment,

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

         1.       Article III, Section 3.1 shall be amended to delete it in its
entirety and to substitute therefore the following:

                  "3.1      ELIGIBILITY. Subject to the provisions of Article V
                  hereof, a Participant shall be eligible for a Supplemental
                  Pension Benefit hereunder if the Participant (i) retires on or
                  after age 65 with five or more years of Credited Service, (ii)
                  terminates employment with an Employer on or after age 55 with
                  ten or more years of Credited Service, (iii) terminates active
                  employment with an Employer upon becoming Disabled after
                  completing five or more years of Credited Service and
                  disability benefits have ceased under the KeyCorp Long-Term
                  Disability Plan due to the Participant's election for Early or
                  Normal Retirement under the Pension Plan, or (iv) dies after
                  completing five years of Credited Service, and has a
                  Beneficiary who is eligible for a benefit under the Pension
                  Plan.

                  Effective January 1, 2003 a Participant shall also be eligible
                  for an Supplemental Pension Benefit if the Participant becomes
                  involuntarily terminated from his or her employment with an
                  Employer for reasons other than the Participant's Discharge
                  for Cause, and (i) as of the Participant's termination date
                  the Participant has a minimum of twenty-five (25) or more
                  years of Credited Service, and (ii) the Participant enters
                  into a written non-solicitation and non-compete agreement
                  under terms that are satisfactory to the Employer.

                  For purposes of this Section 3.1, hereof, the term "Discharge
                  for Cause" shall mean a Participant's employment termination
                  that is the result of the Participant's violation of the
                  Employer's policies, practices or procedures, violation of
                  city, state, or federal law, or failure to perform his or her
                  assigned job duties in a satisfactory manner. The Employer in
                  its sole and absolute discretion shall determine whether a
                  Participant has been Discharged for Cause.

                                       1

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                  Notwithstanding any of the forgoing provisions of this Section
                  3.1, however, a Participant's eligibility for an Supplemental
                  Pension Benefit shall be subject to the election requirements
                  of Article V of the Plan."

         2.       The amendment set forth in Paragraph 1 shall be effective as
of January 1, 2003.

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

         IN WITNESS WHEREOF, KeyCorp has caused this Fourth Amendment to the
Plan to be executed by its duly authorized officer to be effective as of the
first day of January, 2003.

                                        KEYCORP

                                        By: /s/ Steven N. Bulloch
                                           ------------------------------
                                        Title: Assistant Secretary
                                              ---------------------------

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