SECOND AMENDMENT TO THE KEYCORP EXCESS CASH BALANCE PENSION PLAN

Exhibit 10.27

SECOND
AMENDMENT
TO THE KEYCORP
EXCESS CASH BALANCE PENSION PLAN

      WHEREAS , KeyCorp has established the KeyCorp Excess Cash Balance 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 Second 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 . A Participant shall be eligible for an Excess Pension Benefit hereunder if the Participant (i) terminates employment with an Employer on or after age 55 with five or more years of Credited Service, (ii) terminates his or her 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