FORM OF FIRST AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT BY AND BETWEEN KEYCORP

Exhibit 10.54

FORM OF
FIRST AMENDMENT TO THE
CHANGE OF CONTROL AGREEMENT
BY AND BETWEEN
KEYCORP AND

      WHEREAS,                      (“[Key Employee]”) and KeyCorp entered into a Change of Control Agreement dated January 1, 2008 (“ [Key Employee] Agreement”), which provides that KeyCorp shall provide [Key Employee] with a severance payment and certain other employee benefits in the event of (i) a Change of Control (as that term is defined in the [Key Employee] Agreement), and (ii) [Key Employee]’s termination of employment from KeyCorp in conjunction with such Change of Control (as more fully outlined in the [Key Employee] Agreement), and

      WHEREAS, on November 14, 2008, the United States Department of Treasury (“Treasury”) purchased $2.5 billion of Senior Preferred Stock and warrants to purchase common stock under the Troubled Assets Relief Program (the “TARP”) Capital Purchase Program of the Emergency Economic Stabilization Act of 2008 (“EESA”), which specifically prohibits KeyCorp from providing any “golden parachutes” to its “senior executive officers” during the “CPP Covered Period” (as those terms are defined in accordance with the requirements of EESA and its applicable regulations), and from entering into any golden parachute arrangements with any of its senior executive officers during the TARP Period (as that term is defined under TARP), and

      WHEREAS, KeyCorp is obligated at all times to remain compliant with the EESA’s prohibition of providing a golden parachute to its senior executive officer(s) during the CPP Covered Period and from entering into any new arrangements that provide a golden parachute to its senior executive officer(s) during the TARP Period, and in response to the Treasury’s requirements to ensure such continued compliance, has determined it advisable to clarify certain of its agreements to clearly reflect the agreements compliance with the requirements of the EESA.

      NOW THEREFORE , and pursuant to the requirements of the EESA, the [Key Employee] Agreement is hereby amended as follows:

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