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The following is an excerpt from a DEF 14A SEC Filing, filed by KEYCORP /NEW/ on 3/26/1999.
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KEYCORP /NEW/ - DEF 14A - 19990326 - EXECUTIVE_COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

Summary. The following table sets forth the compensation paid by KeyCorp and its subsidiaries for each of the previous three years to the individual who served as KeyCorp's Chief Executive Officer during 1998 and each of the remaining four highest paid executive officers of KeyCorp at December 31, 1998.

SUMMARY COMPENSATION TABLE

                                                                                                                 ALL OTHER
                                            ANNUAL COMPENSATION                 LONG-TERM COMPENSATION          COMPENSATION
                                    ------------------------------------   --------------------------------   ----------------
                                                                                 AWARDS            PAYOUTS
                                                                           -------------------    ---------
                                                                               SECURITIES         LONG-TERM
                                                            OTHER ANNUAL       UNDERLYING         INCENTIVE
NAME AND PRINCIPAL POSITION  YEAR    SALARY      BONUS      COMPENSATION   OPTIONS/SARS(#)(6)      PAYOUTS
---------------------------  ----    ------      -----      ------------   ------------------     ---------
Robert W. Gillespie          1998   $967,500   $1,100,000(2)    --    (4)        343,200          $390,939(7)     $168,124(8)
  Chairman of the Board      1997    885,000    1,200,000(3)    --    (4)        400,000           408,072(7)      186,265(9)
  and Chief Executive        1996    830,000      520,000(3)    --    (4)        130,000           378,909(7)      122,063(10)
  Officer

Henry L. Meyer III           1998    587,501      600,000(2)    --    (4)         80,000           231,729(7)       93,216(11)
  President and Chief        1997    540,000      725,000(3)    --    (4)        320,000           200,325(7)       95,396(12)
  Operating Officer          1996    470,250      215,000(3)    --    (4)         50,000           182,526(7)       59,187(13)

K. Brent Somers              1998    437,500      355,000(2)    --    (4)         50,000           163,458(7)       68,405(14)
  Senior Executive Vice      1997    434,375      400,000(3)    --    (4)        200,000             --             60,585(15)
  President and Chief        1996    386,586(1)    172,000(3)    58,408(5)       100,000             --             35,705(16)
  Financial Officer

Gary R. Allen                1998    480,000      270,000(2)    --    (4)         50,000           163,458(7)       61,552(17)
  Senior Executive Vice      1997    476,250      400,000(3)    --    (4)        200,000           180,577(7)       58,215(18)
  President and Chief        1996    459,000      190,000(3)    --    (4)         50,000           178,638(7)       56,543(19)
  Banking Officer

Thomas C. Stevens            1998    405,000      355,000(2)    --    (4)         50,000           144,330(7)       63,840(20)
  Senior Executive Vice      1997    383,250      320,000(3)    --    (4)        120,000             --             51,066(21)
  President, General         1996    186,298(1)    140,000(3)    41,650(5)        40,000             --            120,359(22)
  Counsel and Secretary


(1) Messrs. Somers and Stevens commenced employment at KeyCorp on February 5, 1996 and July 1, 1996, respectively.

(2) Amounts awarded under KeyCorp's Annual Incentive Plan for 1998, whether paid in cash or deferred.

(3) Amounts awarded under KeyCorp's Short Term Incentive Compensation Plan for the respective fiscal years, whether paid in cash or deferred.

(4) Other annual compensation received in the respective fiscal years was in the form of perquisites, the amount of which did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported for the executive.

(5) Each perquisite or other personal benefit which exceeds 25% of the total perquisites and other personal benefits received by Messrs. Somers and Stevens are as follows: Mr. Somers (1996) -- $35,663 (moving allowance), $22,745 (tax gross-up on moving allowance); Mr. Stevens (1996) -- $24,610 (club initiation fees), $13,222 (tax gross-up on club initiation fees).

(6) The information in this column has been adjusted to reflect the two-for-one split of KeyCorp Common Shares which was effected by a 100% stock dividend, effective March 6, 1998.

(7) Amounts awarded under the KeyCorp Long Term Cash Incentive Compensation Plan for the three year cycle ending in the respective fiscal years, whether paid in cash or deferred.

(8) $9,600 (amount contributed under the KeyCorp 401(k) Savings Plan); $137,905 (amounts contributed under the KeyCorp Excess 401(k) Savings Plan and KeyCorp Deferred Compensation Plan); $20,619 (universal life insurance premiums).

(9) $9,500 (amount contributed under the KeyCorp 401(k) Savings Plan); $157,521 (amounts contributed under the KeyCorp Excess 401(k) Savings Plan and KeyCorp Deferred Compensation Plan); $19,244 (universal life insurance premiums).

(10) $9,000 (amount contributed under the KeyCorp 401(k) Savings Plan); $94,735 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $18,328 (universal life insurance premiums).

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(11) $9,600 (amount contributed under the KeyCorp 401(k) Savings Plan); $75,554 (amounts contributed under the KeyCorp Excess 401(k) Savings Plan and KeyCorp Deferred Compensation Plan); $8,062 (universal life insurance premiums).

(12) $9,500 (amount contributed under the KeyCorp 401(k) Savings Plan); $78,420 (amounts contributed under the KeyCorp Excess 401(k) Savings Plan and KeyCorp Deferred Compensation Plan); $7,476 (universal life insurance premiums).

(13) $9,000 (amount contributed under the KeyCorp 401(k) Savings Plan); $43,067 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $7,120 (universal life insurance premiums).

(14) $9,600 (amount contributed under KeyCorp 401(k) Savings Plan); $47,757 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $11,048 (universal life insurance premiums).

(15) $9,500 (amount contributed under the KeyCorp 401(k) Savings Plan); $40,563 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $10,522 (universal life insurance premiums).

(16) $9,000 (amount contributed under the KeyCorp 401(k) Savings Plan); $24,515 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $2,190 (universal life insurance premiums).

(17) $9,600 (amount contributed under the KeyCorp 401(k) Savings Plan); $45,207 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $6,745 (split-dollar life insurance premiums).

(18) $9,500 (amount contributed under the KeyCorp 401(k) Savings Plan); $41,910 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $6,805 (split-dollar life insurance premiums).

(19) $9,000 (amount contributed under the KeyCorp 401(k) Savings Plan); $40,658 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $6,885 (split-dollar life insurance premiums).

(20) $9,600 (amount contributed under KeyCorp 401(k) Savings Plan); $44,659 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $9,581 (universal life insurance premiums).

(21) $9,500 (amount contributed under the KeyCorp 401(k) Savings Plan); $32,695 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $8,871 (universal life insurance premiums).

(22) $9,000 (amount contributed under the KeyCorp 401(k) Savings Plan); $10,578 (amount contributed under the KeyCorp Excess 401(k) Savings Plan); $781 (universal life insurance premiums); $100,000 (signing bonus).

Option Grants. The following table provides information regarding grants of stock options made during the year ended December 31, 1998, to each of the executive officers named in the Summary Compensation Table.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                   INDIVIDUAL GRANTS
                             -------------------------------------------------------------      POTENTIAL REALIZABLE VALUE
                               NUMBER OF          % OF TOTAL                                     AT ASSUMED ANNUAL RATES
                               SECURITIES          OPTIONS           EXERCISE                  OF STOCK PRICE APPRECIATION
                               UNDERLYING         GRANTED TO         OR BASE                      FOR TEN YEAR OPTION TERM
                                OPTIONS           EMPLOYEES           PRICE      EXPIRATION     ----------------------------
          NAME               GRANTED(#)(1)      IN FISCAL YEAR       ($/SH)          DATE            5%              10%
          ----               -------------      --------------     --------     ----------     -----------     ------------
Robert W. Gillespie             213,200(2)           2.5%          $35.156(4)    01/02/08      $4,713,768      $11,945,615
                                130,000(3)           1.5%           32.844(4)    01/14/08       2,685,188        6,804,793
Henry L. Meyer III               80,000(3)           0.9%           32.844(4)    01/14/08       1,652,423        4,187,565
K. Brent Somers                  50,000(3)           0.6%           32.844(4)    01/14/08       1,032,764        2,617,228
Gary R. Allen                    50,000(3)           0.6%           32.844(4)    01/14/08       1,032,764        2,617,228
Thomas C. Stevens                50,000(3)           0.6%           32.844(4)    01/14/08       1,032,764        2,617,228


(1) The information in this column has been adjusted to reflect the two-for-one split of KeyCorp Common Shares which was effected by a 100% stock dividend, effective March 6, 1998.

(2) These are Performance Options granted under the Amended and Restated 1991 Equity Compensation Plan with a specially designed vesting provision. The Performance Options vest if the market value of KeyCorp Common Shares exceeds $37.00 per share for seven consecutive trading dates by December 31, 2000, $41.00 per share for seven consecutive trading dates by December 31, 2001, or $45.00 per share for seven consecutive trading dates by December 31, 2002 and KeyCorp's basic earnings per share equal or exceed $2.60 for the year 1999 or any year prior thereto or equal or exceed $2.92 per share for the year 2000. The stock price requirement was satisfied in 1998, which leaves the earnings per share test to be satisfied as a condition to these options vesting. The options also vest upon certain changes of control as set forth in the option agreement. The options are non-qualified options.

(3) Incentive Stock Options in an amount equal to the maximum number of Incentive Stock Options that can be granted under applicable provisions of the Internal Revenue Code were granted, and remaining options granted were non-qualified stock options.

(4) The exercise price equals the market price of a KeyCorp Common Share on the date of the option grant as adjusted for the two-for-one stock split on March 6, 1998.

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Other than the Performance Options granted to Mr. Gillespie and described in footnote (2), the options reported in the preceding table were granted on January 14, 1998, at an exercise price equal to the market price of KeyCorp Common Shares on that date, which was, after adjustment for the two-for-one stock split on March 6, 1998, $32.844. Based on this adjusted stock price, the market value of KeyCorp Common Shares at the end of the ten year option period using 5% and 10% compounded annual returns would be $53.499 and $85.189, respectively.

The Performance Options granted to Mr. Gillespie and described in footnote
(2) were granted on January 2, 1998, at an exercise price equal to the market price of KeyCorp Common Shares on that date, which was after adjustment for the two-for-one stock split on March 6, 1998, $35.156. Based on this adjusted stock price, the market value of KeyCorp Common Shares at the end of the ten year option period using 5% and 10% compounded annual returns would be $57.265 and $91.186, respectively.

Option Exercises and Values. The following table provides information regarding exercises of stock options during the year ended December 31, 1998, by the executive officers named in the Summary Compensation Table, and the value of such officers' unexercised stock options as of December 31, 1998. When necessary, the information in the following table has been adjusted to reflect the two-for-one stock split of KeyCorp Common Shares which was effected by a 100% stock dividend, effective March 6, 1998.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

                                                                     NUMBER OF SECURITIES
                                                                    UNDERLYING UNEXERCISED       VALUE OF UNEXERCISED
                                                                           OPTIONS/              IN-THE-MONEY OPTIONS/
                                    SHARES                            SARS AT FY-END (#)            SARS AT FY-END
                                 ACQUIRED ON         VALUE               EXERCISABLE/                EXERCISABLE/
             NAME                EXERCISE (#)       REALIZED            UNEXERCISABLE              UNEXERCISABLE(1)
             ----                ------------       --------          ------------------         ---------------------
Robert W. Gillespie                 80,000         $2,438,250          806,666/786,534           $13,670,407/2,899,068
Henry L. Meyer III                  64,000          2,091,000          465,333/416,667             8,330,328/2,054,877
K. Brent Somers                          0                  0           33,333/316,667               449,996/2,031,305
Gary R. Allen                        5,574            136,892          129,563/266,667             2,236,194/1,376,097
Thomas C. Stevens                        0                  0           40,000/170,000               491,250/678,780


(1) Based on a December 31, 1998 mean between high and low prices for KeyCorp Common Shares which equaled $31.8125.

Long Term Incentive Compensation. In 1998, KeyCorp's Compensation and Organization Committee established a new Long Term Incentive Plan to replace the existing long term plan for compensation cycles beginning in 1998 and thereafter. Instead of the three year performance cycle under the existing plan with a new cycle beginning each year, the new Long Term Incentive Plan has a four year compensation cycle which will start every other year. In January 1998 the Committee selected participants in the new Long Term Incentive Plan for the 1998-2001 four-year compensation period. Messrs. Gillespie, Meyer, Somers, Allen, and Stevens were included as participants. The Committee has determined objective criteria by which KeyCorp's financial performance should be judged and distributions under the Plan should be made. These criteria were based on the Committee's judgment of a range of average return on common equity and cumulative earnings per share growth that would warrant satisfactory to excellent results for KeyCorp for the four-year compensation period. Based on KeyCorp's 1998 job grade market points (i.e., average salaries for

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executives in the marketplace in similar positions) upon which payments under the Plan will be based (which may change by the time the awards are actually determined), the officers in the Summary Compensation Table would be eligible to receive the following payments for the compensation period indicated. Based on an evaluation of the executive's individual performance over the four-year compensation period, the executive's amount will not be less than 70% nor more than 130% of the amount determined by applying the financial performance criteria under the Plan.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

                                                                     ESTIMATED FUTURE PAYOUTS UNDER
                                                                      NON-STOCK PRICE-BASED PLANS
                                          PERFORMANCE        ----------------------------------------------
               NAME                         PERIOD           THRESHOLD(1)         TARGET          MAXIMUM
               ----                       -----------        ------------        --------        ----------
Robert W. Gillespie                        1998-2001           $135,000          $540,000        $1,350,000
Henry L. Meyer III                         1998-2001             87,750           351,000           877,500
K. Brent Somers                            1998-2001             54,625           218,500           546,250
Gary R. Allen                              1998-2001             54,625           218,500           546,250
Thomas C. Stevens                          1998-2001             54,625           218,500           546,250


(1) If the threshold is not met, no payouts will be made.

These executives are participants in the existing Long Term Cash Incentive Compensation Plan for the 1996-1998 compensation period, and are also participants for the 1997-1999 compensation period. This Plan is the predecessor to the new KeyCorp Long Term Incentive Plan under which awards for 1998-2001 will be made. Payouts under the 1996-1998 compensation period are reflected in the Summary Compensation Table on page 15 of this Proxy Statement under the heading "Long-Term Incentive Payouts."

Pension Plans. Substantially all officers and employees of KeyCorp and its participating subsidiaries participate in the KeyCorp Cash Balance Pension Plan (the "Pension Plan"). The Pension Plan is a cash balance plan that provides a quarterly benefit accrual on behalf of each participant based on the participant's years of vesting service and Pension Plan compensation. Additionally, participants who attained age 50 with 15 years of vesting service as of December 31, 1994 are also entitled, under the terms of the Pension Plan, to receive either a grandfathered pension benefit or the cash balance benefit. Mr. Gillespie is the only executive appearing in the Summary Compensation Table on page 15, who is eligible under the Pension Plan to elect to receive either a grandfathered pension benefit or cash balance Pension Plan benefit.

In addition to the Pension Plan, KeyCorp also maintains an Excess Pension Plan ("Excess Plan"), which credits Excess Plan participants with the cash balance Pension Plan benefit that would have accrued to the participant "but for" the compensation limits of Section 401(a)(17) and benefit accrual limits of
Section 415 of the Internal Revenue Code. Messrs. Somers and Stevens are participants in the Excess Plan.

Certain officers (including Messrs. Gillespie, Meyer, and Allen) of the former Society or the former Old Key also participate in Supplemental Retirement Plans. Such retirement benefits, for purposes of each respective Plan, are based on the participant's years of participation in the relevant Plan and average annual compensation for either the five highest consecutive years during the participant's last ten years of employment (for former Society), or the three highest years during the participant's last five years of employment (for former Old Key).

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The following table sets forth the estimated maximum annual benefits payable under the Pension Plan and related Excess Plan and Supplemental Retirement Plans to participants who (1) have such benefits under the Pension Plan and Excess Plan or Supplemental Retirement Plans, (2) attain Social Security retirement age as of December 31, 1998, and (3) elect to receive a single life annuity benefit payment.

                             ESTIMATED ANNUAL RETIREMENT BENEFITS
                            WITH INDICATED YEARS OF PARTICIPATION
AVERAGE FINAL   --------------------------------------------------------------
COMPENSATION        15           20           25           30           35
-------------   ----------   ----------   ----------   ----------   ----------
 $  400,000     $  220,000   $  260,000   $  300,000   $  300,000   $  300,000
    600,000        330,000      390,000      450,000      450,000      450,000
    800,000        440,000      520,000      600,000      600,000      600,000
  1,000,000        550,000      650,000      750,000      750,000      750,000
  1,200,000        660,000      780,000      900,000      900,000      900,000
  1,400,000        770,000      910,000    1,050,000    1,050,000    1,050,000
  1,600,000        880,000    1,040,000    1,200,000    1,200,000    1,200,000
  1,800,000        990,000    1,170,000    1,350,000    1,350,000    1,350,000
  2,000,000      1,100,000    1,300,000    1,500,000    1,500,000    1,500,000
  2,400,000      1,320,000    1,560,000    1,800,000    1,800,000    1,800,000
  2,600,000      1,430,000    1,690,000    1,950,000    1,950,000    1,950,000
  2,800,000      1,540,000    1,820,000    2,100,000    2,100,000    2,100,000
  3,000,000      1,650,000    1,950,000    2,250,000    2,250,000    2,250,000
  3,200,000      1,760,000    2,080,000    2,400,000    2,400,000    2,400,000

All benefit amounts are subject to the annual pension limitations imposed by the Internal Revenue Code for qualified plans; however, the extent of any reduction will vary according to the limits existing at the time pension payments commence. Amounts under the Pension Plan reduced by the Internal Revenue Code limitation may be paid under a supplemental or excess plan. The benefits are not subject to any reduction for social security or any other offset.

Compensation for purposes of computing benefits under the Pension Plan and excess and supplemental plans is total base pay and incentive compensation paid during a calendar year, plus amounts deducted for the 401(k) and flexible benefits plans during such year, but does not include amounts attributable to stock options or receipt of non-cash remuneration that is included in the participant's income for Federal income tax purposes. Compensation for purposes of the Pension Plan and excess and supplemental plans is substantially the same as shown in the Summary Compensation Table after excluding stock options, "all other compensation," and "other annual compensation." Normal retirement age is
65. The Pension Plan requires 5 years of service for vesting. The excess and supplemental plans require 5 years of service for vesting for the former Old Key employees, including Mr. Allen, and 10 years of service and the attainment of age 55 for former Society employees, including Messrs. Gillespie and Meyer. Messrs. Gillespie, Meyer, Somers, Allen, and Stevens were credited under the excess or supplemental plans with 29, 25, 2, 25, and 2 years service, respectively.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, KeyCorp's directors and certain officers are required to report their ownership and changes in ownership of KeyCorp Common Shares to the Securities and Exchange

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Commission ("Commission"). The Commission has established certain due dates for these reports. The Corporation knows of no person who failed to timely file any such report during 1998.

EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS

KeyCorp is a party to employment agreements with Messrs. Gillespie and Meyer and to change of control agreements with certain of its other executive officers.

Employment Agreement With Mr. Gillespie. KeyCorp and Mr. Gillespie are parties to an employment agreement pursuant to which Mr. Gillespie is to be employed by KeyCorp as Chairman of the Board and Chief Executive Officer through May 31, 2000. Under the employment agreement, Mr. Gillespie is to be paid a base salary of not less than $840,000 per year and is entitled to participate in all KeyCorp executive incentive compensation plans including KeyCorp's short and long term incentive compensation plans. The employment agreement provides for an additional two years of compensation and benefits to Mr. Gillespie (through May 31, 2002) if, in 2000, the employment agreement is not mutually extended or a new employment agreement is not entered into.

Under the employment agreement, Mr. Gillespie may terminate his employment for good reason (and receive post-termination benefits) under certain circumstances whether or not a change of control of KeyCorp occurs. Those circumstances that will constitute good reason under the employment agreement whether or not a change of control occurs include (a) demotion or removal of Mr. Gillespie from either of his executive positions (i.e., Chairman of the Board and Chief Executive Officer); (b) a reduction in Mr. Gillespie's base salary or participation in benefit plans; (c) a good faith determination by Mr. Gillespie that his responsibilities, duties, and authority have been materially reduced from those contemplated by the employment agreement; or (d) relocation of Mr. Gillespie's principal place of employment outside the Cleveland metropolitan area. Those circumstances that will constitute good reason under the employment agreement after a change of control of KeyCorp occurs also include any reduction in Mr. Gillespie's incentive compensation or a good faith determination by Mr. Gillespie that his responsibilities or duties have been materially reduced from their level before the change of control or that he is unable to carry out the responsibilities of his positions as a result of the change of control.

Under the employment agreement, if Mr. Gillespie's employment with KeyCorp is terminated before his 65th birthday for any reason other than voluntary resignation by Mr. Gillespie (without good reason) before May 2000 or termination by KeyCorp for cause, and Mr. Gillespie (or his estate or designated beneficiary) is entitled to receive retirement benefits under any KeyCorp retirement plan after March 26, 1999 (Mr. Gillespie's 55th birthday), KeyCorp will pay a supplemental retirement benefit in an amount sufficient to provide Mr. Gillespie the same aggregate benefit that he would have received if he had continued in the employ of KeyCorp through his 65th birthday (by eliminating any reduction because he started receiving benefits before his 65th birthday and giving him credit for additional years of service for the period after his termination date and before his 65th birthday). Under the employment agreement, KeyCorp will have "cause" to terminate Mr. Gillespie's employment before a change of control if he commits a felony, acts dishonestly in a way that is materially inimical to the best interests of KeyCorp, competes with KeyCorp, or abandons his duties and responsibilities. KeyCorp will have "cause" to terminate Mr. Gillespie's employment

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after a change of control if he is convicted of a felony, acts dishonestly and feloniously in a way that is materially inimical to the best interests of KeyCorp, or competes with KeyCorp.

If a change of control occurs while Mr. Gillespie is employed under the employment agreement and an exercise by him of the right referred to in this paragraph would not conflict with the treatment for accounting purposes of any transaction entered into in connection with the change of control as a pooling of interests, Mr. Gillespie will be entitled to surrender his rights in any outstanding KeyCorp stock options (whether or not then exercisable) in return for a payment equal to the spread on those options.

If any amount of compensation otherwise payable to Mr. Gillespie as earned would not be deductible by KeyCorp by reason of the disallowance rules of
Section 162(m) of the Internal Revenue Code (which rules generally disallow deductions for certain compensation paid to any of certain "covered employees" of a publicly held corporation in excess of $1,000,000 per year), but would be deductible if it were deferred until a later year, that amount of compensation will be so deferred until the earlier of the first date on which the compensation can be paid without disallowance of the deduction to KeyCorp or April 15 of the year immediately following the year in which Mr. Gillespie ceases to be a covered employee of KeyCorp. Upon payment of any such deferred amounts of compensation, KeyCorp will pay to Mr. Gillespie an additional amount for interest on the deferred amounts.

Under the employment agreement, Mr. Gillespie is entitled to continuing indemnification to the fullest extent permitted by Ohio law for actions against him by reason of his being or having been a director or officer of KeyCorp or any related entity; to payment of certain legal fees incurred in enforcing his rights under his employment agreement; to ancillary benefits incident to the performance of his duties under that agreement; and to a special supplemental death benefit if he dies while employed by KeyCorp and he is survived by his wife. The special supplemental death benefit, if payable, would consist of monthly installments to Mr. Gillespie's wife (or to her estate), for her life or, if longer, through the 15th anniversary of Mr. Gillespie's death. Each monthly payment would be in an amount that, when added to the monthly survivor benefits, if any, payable to Mr. Gillespie's wife under all KeyCorp retirement plans, equals one third of Mr. Gillespie's monthly compensation (base salary and incentive compensation). The employment agreement also provides that if Mr. Gillespie's employment is terminated for any reason other than cause, voluntary resignation before May 2000, death, or disability, KeyCorp is to provide to Mr. Gillespie a furnished office, amenities, and secretarial support, appropriate to his status as a former Chairman of the Board and Chief Executive Officer, through May 31, 2007.

Events Constituting a Change of Control. Under the employment agreement with Mr. Gillespie as well as under the employment agreement with Mr. Meyer and the change of control agreements with certain other executive officers that are described below, a change of control will be deemed to have occurred (a) if KeyCorp merges with another corporation and either (i) KeyCorp shareholders receive less than 65 percent of the outstanding voting securities of the surviving corporation or (ii) directors of KeyCorp cease to constitute at least 51% of the directors of the surviving corporation; (b) a person becomes the beneficial owner of 35% or more of KeyCorp's outstanding stock or files a report disclosing the acquisition of that amount of such stock; (c) there is a sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of KeyCorp, or (d) without the prior approval of the Board of Directors of KeyCorp, an announcement is made of an intention to engage in a transaction that, if consummated, would

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result in a "change event," or to solicit proxies in connection with a proposal that is not approved or recommended by the Board of Directors or to engage in an election contest relating to the election of directors of KeyCorp and at any time within 24 months after the announcement, individuals who constituted the directors of KeyCorp when the announcement was made (the "incumbent directors") cease to constitute at least a majority thereof unless both all new directors have been approved by at least 2/3 of the incumbent directors in office at the time of nomination of each new director and the incumbent directors determine that the change in composition of the Board that results in incumbent directors no longer being a majority of the Board was not attributable to any change event. For these purposes, a "change event" includes the making of a tender offer for 25% or more of the outstanding voting stock of KeyCorp, any person becoming the beneficial owner of 25% or more of the outstanding voting stock of KeyCorp, or the filing of any report disclosing the acquisition of 25% or more of the outstanding voting stock of KeyCorp; a merger of KeyCorp with another corporation in a transaction that results in less than 50% of the outstanding voting securities of the surviving corporation having been issued in exchange for voting securities of KeyCorp or less than 51% of the directors of the surviving corporation being individuals who were directors of KeyCorp immediately before the transaction; or a sale or other transfer (in one transaction or in a series of related transactions) of all or substantially all the assets of KeyCorp.

Employment Agreement with Mr. Meyer. KeyCorp and Mr. Meyer are parties to an employment agreement pursuant to which Mr. Meyer is employed by KeyCorp as its President for a constantly renewing two year term at a base salary of not less than $650,000 per annum (effective April 1, 1999) plus full participation in all incentive and other compensatory plans available generally to KeyCorp's senior officers. If Mr. Meyer's employment is terminated by KeyCorp without cause before the occurrence of a change of control, he is to be paid an amount equal to two times the sum of his base salary plus his average incentive compensation in 24 monthly installments after the termination. If Mr. Meyer's employment is terminated by KeyCorp without cause after the occurrence of a change of control, he is to be paid an amount equal to three times the sum of his base salary and his average annual incentive compensation in a lump sum within 30 days after the termination, he is to be provided the benefit of continuing participation in all KeyCorp retirement and savings plans through the third anniversary of the termination, and his rights in KeyCorp's supplemental retirement plan will be fully vested whether or not he has attained age 55. If, during a six-month window period commencing one year after a change of control, Mr. Meyer voluntarily terminates his employment for good reason, he is to be paid an amount equal to two times the sum of his base salary and his average annual incentive compensation in a lump sum within 30 days after the termination, he is to be provided the benefit of continuing participation in all KeyCorp retirement and savings plans through the second anniversary of the termination, and his rights in KeyCorp's supplemental retirement plan will be fully vested whether or not he has attained age 55.

Under the employment agreement, Mr. Meyer may consider himself constructively terminated if, at any time, his base salary is reduced other than in connection with an across-the-board salary reduction applicable to all senior officers of KeyCorp, he is excluded from full participation in any incentive or other compensatory plan generally applicable to senior officers of KeyCorp, he is demoted or removed from office, he is asked to resign when KeyCorp does not have cause for terminating his employment, or his principal place of employment is relocated outside of the Cleveland metropolitan area. In addition, Mr. Meyer may consider himself constructively terminated if, after a change of control, his base salary is reduced (whether or not in connection with any reductions of other base salaries), he is excluded from full participation in any incentive

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or other compensatory plan in effect during the year before the change of control unless a substitute plan providing similar benefits is made available, he is excluded from full participation in any incentive or other compensatory plan that is generally applicable to senior officers of the surviving entity, or the headquarters of the surviving entity is outside of the Cleveland metropolitan region.

Under the employment agreement, KeyCorp will have "cause" to terminate Mr. Meyer's employment before a change of control if he commits a felony, acts dishonestly in a way that is materially inimical to the best interests of KeyCorp, competes with KeyCorp, or abandons and consistently fails to attempt to perform his duties or if a bank regulatory agency issues a final order requiring KeyCorp to terminate or suspend his employment. KeyCorp will have "cause" to terminate Mr. Meyer's employment after a change of control if he is convicted of a felony, acts dishonestly and feloniously in a way that is materially inimical to the best interests of KeyCorp, or competes with KeyCorp or if a bank regulatory agency issues a final order requiring KeyCorp to terminate or suspend his employment.

Mr. Meyer will have good reason to terminate his employment during a window period after a change of control if, following notice by him and an opportunity for the surviving entity to cure, he determines in good faith that his position, duties, and responsibilities are materially reduced from those in effect before the change of control, that his reporting relationships with superior officers have materially changed from those in effect before the change of control, or that he is unable to carry out his responsibilities and duties after the change of control.

If any amount of compensation otherwise payable to Mr. Meyer as 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 it were deferred until a later year, that amount of compensation will be so deferred until the earlier of the first date on which the compensation can be paid without disallowance of the deduction to KeyCorp or April 15 of the year immediately following the year in which Mr. Meyer ceases to be a covered employee of KeyCorp. Upon payment of any such deferred amounts of compensation, KeyCorp will pay to Mr. Meyer an additional amount for interest on the deferred amounts.

Under the employment agreement, Mr. Meyer is entitled to continuing indemnification to the fullest extent permitted by Ohio law for actions against him by reason of his being or having been a director or officer of KeyCorp or any related entity and to payment of certain legal fees incurred in enforcing his rights under his employment agreement.

Agreement With Mr. Stevens. KeyCorp and Mr. Stevens are parties to a 1996 letter agreement that will provide him with benefits if his employment with KeyCorp is terminated either before July 1, 1999 or at any time within two years of a change of control of KeyCorp (in either time frame, only if the termination is other than (i) voluntarily by Mr. Stevens except for good reason or (ii) for cause by KeyCorp (defined as dishonesty or a violation of KeyCorp's Code of Ethics that is materially inimical to KeyCorp) or (iii) due to death or disability). If such a termination occurs before July 1, 1999 and not within two years of a change of control, KeyCorp will pay to Mr. Stevens a lump-sum severance benefit equal to two times the sum of his base salary plus his target short-term incentive compensation. If such a termination occurs within two years of a change of control, KeyCorp will pay to Mr. Stevens a lump-sum severance benefit equal to two and one half times the sum of his base salary plus his target short-term and long-term incentive compensation. In addition, in either such case, KeyCorp will maintain medical, disability, and group life insurance or equivalent benefits

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for two years after the termination. For purposes of the letter agreement, Mr. Stevens will have good reason for voluntarily terminating his employment if his base salary is reduced other than in connection with an across-the-board salary reduction applicable to all senior officers of KeyCorp, he is excluded from full participation in any benefit plan or arrangement maintained for senior executives of KeyCorp, his principal place of employment for KeyCorp is relocated outside of the Cleveland metropolitan area, or he is removed from KeyCorp's Management Committee or from the position of General Counsel and Secretary of KeyCorp.

Change of Control Agreements. KeyCorp is a party to change of control agreements with each of its executive officers other than Messrs. Gillespie and Meyer (including Messrs. Somers, Allen, and Stevens) which provide that if, at any time within two years after the occurrence of a change of control, the officer's employment is terminated by KeyCorp (except for cause) or the officer terminates employment because the officer's base salary is reduced or relocation is made a condition of the officer's employment, KeyCorp will (a) pay to the officer a lump sum severance benefit equal to two and one half years' compensation (base salary and average annual incentive compensation), (b) pay the cost of continuing health benefits until the earlier of the expiration of the continuation period required by Federal law or the date the officer secures other employment, and (c) assure continued participation in all applicable KeyCorp retirement plans and savings plans for the period of thirty months from the termination date. Each change of control agreement also provides a three-month window period, commencing 15 months after the date of a change of control, during which the officer may voluntarily resign and receive a lump sum severance benefit equal to one and one half years' compensation (base salary and average annual incentive compensation) if, at any time before the executive's resignation, (a) the executive determines in good faith that the executive's position, responsibilities, duties, or status with KeyCorp are materially less than or reduced from those in effect before the change of control or that the executive's reporting relationships with superior executive officers have been materially changed from those in effect before the change of control, (b) the executive is excluded from full participation in any incentive compensation plan or stock option, stock appreciation, or similar equity based plan in which similarly situated KeyCorp executives generally participate, or (c) the headquarters that was the executive's principal place of employment before the change of control (whether KeyCorp's headquarters or a regional headquarters) is relocated to a site outside of the greater metropolitan area in which that headquarters was located before the change of control. For purposes of the change in control agreements, "cause" includes conviction of a felony, dishonesty in the course of employment that constitutes a felony and is inimical to the best interest of KeyCorp or a subsidiary, imposition by a bank regulatory agency of a final order of suspension or removal, or competing with KeyCorp.

Section 280G Excise Tax on Payments. In general, the employment and change of control agreements to which KeyCorp is a party provide for a tax gross-up if any payment exceeds the Section 280G limits so that the officer will receive the same after-tax payment as would have been the case if Section 280G did not apply.

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COMPENSATION AND ORGANIZATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

KeyCorp's Board of Directors has delegated to its Compensation and Organization Committee (the "Committee") responsibility for executive compensation.

BACKGROUND ON OVERALL PROGRAM

In designing KeyCorp's executive compensation program, KeyCorp and the Committee concluded that the program should:

- Operate as a primary motivator in driving executive decisions and activities to enhance shareholder value.

- Pay total compensation that is commensurate with KeyCorp's performance as compared with other comparable financial institutions.

- Promote a strong pay for performance culture by ensuring that highly competitive compensation is conditioned on the attainment of challenging objectives.

- Permit KeyCorp to attract, retain, and motivate the best available executive talent.

- Encourage substantial share ownership by executives.

The executive compensation program -- including the establishment of job grades, salary ranges, and market points (the approximate average salary for executives in similar jobs in the marketplace), and the assignment of senior executives to job grades based upon their executive responsibilities -- was designed and implemented with the aid of an independent outside executive compensation consultant. Jobs within KeyCorp are valued on the basis of market median total compensation levels at peer companies rather than on the basis of internal job relationships within KeyCorp.

Under the compensation program adopted by KeyCorp and the Committee, the total value of KeyCorp's compensation programs for executives will be positioned at the median total compensation at peer companies for the comparable position, although the individual compensation elements (base salary, annual and long term incentive compensation, and stock options) may vary from peer medians. The Committee each year identifies the companies to be included in the peer group. The 1998 peer group included bank holding companies that, in the Committee's judgment, have similar characteristics as KeyCorp. The 1998 peer group included bank holding companies with assets ranging from approximately $30 billion to $310 billion as of the beginning of 1998. All of the companies in the peer group were included in the KBW 50 Index (which is used in the stock price performance graph on page 31 of this Proxy Statement).

KeyCorp has established stock ownership guidelines for its senior executives which specify that KeyCorp's Chief Executive Officer and KeyCorp's President should own KeyCorp Common Shares with a value equal to at least five times in the case of the Chief Executive Officer, and three times in the case of the President, their respective annual salaries, senior executives on KeyCorp's Management Committee (which includes Messrs. Somers, Allen, and Stevens) should own KeyCorp Common Shares with a value equal to at least two times their salary, and all other senior executives participating in KeyCorp's long term incentive compensation plan should own KeyCorp Common Shares with a value at least equal to their salary. Newly

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hired executives and executives whose stock ownership did not meet the guidelines at the time established have a reasonable period of time to achieve the level of ownership set forth in the guidelines. For purposes of these guidelines, Common Shares include shares actually owned by the executives as well as phantom shares owned under KeyCorp's Excess 401(k) Savings Plan and Deferred Compensation Plan. At December 31, 1998, the senior executives covered by KeyCorp's stock ownership guidelines owned, in the aggregate, 222% of the KeyCorp Common Shares specified by the guidelines.

In order to facilitate estate planning by senior executives, certain nonqualified stock options granted to senior executives are transferable by the executive to family members or trusts for family members. No senior executive may transfer options to a family member or a trust for a family member unless the executive is in compliance with KeyCorp's stock ownership guidelines.

In 1998, the Committee reviewed its practice of granting only nonqualified stock options as opposed to incentive stock options. Many companies stopped granting incentive stock options when the capital gains tax rates approximated ordinary income tax rates. Now that the spread between those rates has widened, the Committee determined that, in granting options to senior executives in job grade 89 or above, it would grant incentive stock options up to the maximum limit prescribed by the Internal Revenue Code with any balance of options awarded being nonqualified stock options.

The Committee on a regular periodic basis reviews each of the major elements of the overall compensation program (i.e. salary, annual and long term incentive compensation, and stock options) to determine whether that major element is competitive in the marketplace and effective in incenting desired performance behavior. In order to assist it with these periodic reviews, the Committee generally retains an independent outside executive compensation consultant.

1998 COMPENSATION

Adjustments to an individual executive's salary are considered annually using competitive market comparisons and considering the executive's contribution to KeyCorp's success and accomplishment of individual and unit goals. Incentive compensation amounts are determined as described in more detail below.

The Committee has determined that KeyCorp will be better able to attract, retain and motivate executives to achieve superior financial performance if a relatively large portion of senior executive compensation is "at risk," i.e., subject to incentive compensation plans. Thus, KeyCorp's compensation for senior executives is designed to provide KeyCorp's senior executives with less total compensation than that of senior executives of peer companies in periods when KeyCorp's performance is poorer than performance of peer companies and to provide superior total compensation when performance is superior to the performance of such companies.

Under KeyCorp's annual incentive compensation plan, at the beginning of each year, the Committee selects one or more financial criteria or performance factors and, if more than one factor is selected, assigns a weight to each factor. The factors are adjusted annually to incent specific performance behavior designed to achieve the Corporation's operating plan for the year. In January 1998, the Committee selected the following factors with the indicated weights: earnings per share growth (40% weight), return on equity (40% weight), and revenue per share growth (20% weight). For each factor, a threshold, target and maximum performance goal is established. In establishing the target the Committee considers the median performance of the peer

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companies with respect to that factor during the preceding 3 and 5 year periods, as well as the forecast for the current year for the peer group and KeyCorp's operating plan for the current year. At the conclusion of the year, KeyCorp's actual performance on each of the factors is determined with the threshold being 50%, the target being 100%, and maximum being 200%. If the threshold is not achieved for a factor, zero is assigned to that factor. Based on all the factors, a target pool percentage is mathematically established between 0% and 200%. The Committee has the discretion to increase or decrease the target pool percentage by 20%. In addition, at the beginning of each year, the Committee may establish a "knock-out" factor, which is a minimum performance goal which, unless waived or revised by the Committee, must be achieved before any incentive compensation is payable under the annual incentive plan. For 1998, the "knock-out" factor was based on return on equity. Once the target pool percentage is established, it is multiplied against a target pool. The target pool is determined by adding up for each officer who is eligible to participate in the plan a specified percentage (ranging from 15% to 100%) of the market point of the officer's job grade (for example, if an officer is in job grade 86, 25% of such officer's salary market point would be included in the target pool). Multiplying the target pool percentage against the target pool establishes the actual pool of incentive compensation available for distribution. Individual payouts are based on the individual officer's performance and contribution to KeyCorp, taking into account the performance and contribution of the group or line of business in which the officer works. An officer may receive no incentive compensation in any given year and the plan does not restrict the maximum incentive award that may be paid to an individual participant so long as it is within the actual pool of incentive compensation available for distribution for the year.

Based on the factors specified by the plan, the target pool percentage for 1998 was mathematically calculated to be between 100% and 105%. The Committee, in the exercise of its discretion, fixed the target pool percentage at 105%. In the Committee's view, KeyCorp had a solid year, with return on equity being slightly above the peer group median and earnings per share growth being slightly below the peer group median (based on nine month results). While KeyCorp did not fully achieve its 1998 operating plan, it overcame the effects of a substantial reduction in the net interest margin by increasing loan originations and achieving very substantial growth in noninterest income. The Committee also considered qualitative factors and concluded that there has been a constancy of strategic plan and that management was successful in accomplishing the acquisition of McDonald & Company Investments, Inc., which was a significant step in fulfilling the strategic vision of KeyCorp.

Under KeyCorp's long term incentive compensation plan as in effect prior to January 1998, the Committee establishes objective criteria by which KeyCorp's financial performance should be judged for each three year cycle. The criteria is based on the Committee's judgment of a return on average common equity that will warrant satisfactory to excellent results for the three year period. For the three year period 1996-1998, the established criteria could result in a payout that ranges from zero to 250% of target. The maximum amount for the 1996-1998 performance period would have been earned if return on average common equity for such three year period, after adjustments which the Committee deems to be appropriate, equals or exceeds 20%. An individual executive's target is either 20%, 25%, or 30% of the market point of such officer's job grade. The average return on common equity for this three year period was 17.53%. This resulted in a payout of 151% of target. The awards were paid or credited to participating executives in the first quarter of 1999.

In January 1998, the Committee established a new long term incentive compensation plan which replaces the existing long term incentive plan for cycles beginning in 1998 and thereafter. Instead of the three year

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performance cycle under the existing plan with a new cycle starting each year, the new plan has a four year performance cycle which will start every other year. Because the new plan will pay out every other year, the individual executive's targets were correspondingly adjusted. The Committee made these changes in order to increase retention by lengthening the cycle, distinguish long term incentive compensation from annual incentive compensation by having the plan payout every other year, and increase the importance of the incentive payout by doubling the amount of the payout while decreasing by 50% the frequency of the payout (i.e. no overall increase in cost). The new plan also requires that any participant who is not in compliance with the stock ownership guidelines receive the award in KeyCorp Common Shares (less the amount necessary to pay applicable taxes) or defer the award into the KeyCorp phantom stock account under KeyCorp's Deferred Compensation Plan.

For the four year cycle commencing in 1998, the Committee selected two performance criteria: average return on equity at a 60% weighting (with the maximum achieved at 20% average return on equity) and cumulative earnings per share growth for the four year period at a 40% weighting (with the maximum achieved at a compound annual growth rate of 12.5%). At the maximum for both factors, a payout of 250% of target would be achieved. Once the four year pool is determined, an individual executive's award will be determined at not less than 70% nor more than 130% of such executive's target multiplied by the percentage determined by applying the two performance criteria. Awards, if any, will be payable in 2002 for the 1998-2001 cycle.

The Committee believes that senior executives will be motivated, and their financial interests will be aligned with those of common shareholders, if stock options are awarded to senior executives. The Committee determines the stock option policies and makes the actual grants of options. In general, the number of options granted to an executive is based on the executive's job grade. With respect to the Chief Executive Officer and the President and certain senior executives reporting directly to them, the Committee has determined that options covering a specific number of shares of KeyCorp should be granted based on the job position. For other executives the Committee has established a threshold, target, and maximum number of shares to be covered by options for each job grade. Within these guidelines, the Committee bases grants of stock options on management's recommendation and other factors the Committee deems relevant.

The aggregate number and vesting terms of options may vary depending on the Committee's judgment of the best form of long term motivation appropriate under the particular circumstances. For 1998, the Committee continued its policy initially established for regular option grants in 1996. Like the options granted in 1996, these options vest one-third each year, resulting in full vesting after three years. In 1998, 747 executives of KeyCorp (including Messrs. Gillespie, Meyer, Somers, Allen, and Stevens) were awarded options covering 4,293,800 KeyCorp Common Shares. KeyCorp has also adopted a program whereby stock options can be granted to those employees in lower positions identified as high performers and/or the future leaders of the organization. Under this program, in 1998, 619 of these employees received options covering a total of 521,400 KeyCorp Common Shares.

In 1997, the Committee granted performance options to Messrs. Gillespie, Meyer, Somers, Allen, Stevens and 32 other senior executives. The reason for these performance options was a recognition by the Committee that there was a rapid transformation occurring in the financial services industry and the need to incent superior financial performance in the near term. The number of performance options awarded each executive officer was significantly greater than a regular option grant because of the vesting terms which the

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Committee believes establish very high performance objectives. These performance options vest if KeyCorp's basic earnings per share equal or exceed $2.60 per share for the year 1999 or any year prior thereto, or equal or exceed $2.92 per share for the year 2000, and, in addition to this earnings per share test, KeyCorp's stock price exceeds $37 per share for seven consecutive trading days by December 31, 2000, exceeds $41 per share for seven consecutive trading days by December 31, 2001, or exceeds $45 per share for seven consecutive trading days by December 31, 2002. The stock price requirement was satisfied in 1998, which leaves the earnings per share test to be satisfied as a condition to these options vesting. These options will vest upon a change of control occurring prior to the time the options have vested under the performance criteria. In order to reinforce the incentive to achieve these high performance objectives, effective January 1998, Mr. Gillespie was awarded an additional 213,200 performance options.

In all instances, the option price was 100% of the market price of the stock at the time the option was granted. It is the Committee's policy not to reprice options.

Salary adjustments for senior executives of KeyCorp, the annual and long term incentive compensation payments to such executives, and the grant of stock options are based upon the above methodology. In the case of executives with employment contracts, the same methodology is applied subject to compliance with salary minimums specified in such contracts. In the case of executives other than Mr. Gillespie, the Committee also solicited from Mr. Gillespie an evaluation of such executive's performance and a compensation recommendation, which evaluation and recommendation are additional factors considered by the Committee, in its sole discretion, in applying the above methodology.

Internal Revenue Code Section 162(m) precludes a public corporation from taking an income tax deduction for compensation in excess of $1 million for its chief executive officer or any of its four other highest paid executive officers. Certain performance-based compensation is exempted from the limit upon deductibility. (For example, any compensation derived from the exercise of stock options under employee stock option plans of KeyCorp is exempt from this limit.) KeyCorp's short term and long term incentive compensation plans provide that the Committee, in its sole discretion, has the authority to require deferral of payment of all or a portion of awards under any such plan if the Committee determines that KeyCorp would be denied a deduction for federal income tax purposes for such award or the portion thereof.

Mr. Gillespie is subject to an employment agreement with KeyCorp (see pages 20-22 of this Proxy Statement).

As of April 1998, the Committee established Mr. Gillespie's base salary at $990,000 per annum. In determining Mr. Gillespie's base salary, the Committee reviewed and took into consideration the base salaries paid to chief executive officers of peer companies, with the objective of having Mr. Gillespie's base salary at or near the median. As in the case of other senior executives, Mr. Gillespie is a participant in KeyCorp's long term incentive compensation plan. For the three year period 1996-1998, his award under the plan was $390,939. As described above (see page 27 of this Proxy Statement), the payout for the 1996-1998 three year cycle under the long term incentive compensation plan was mathematically determined based on the Corporation's average return on equity over the three year period. Under the annual incentive plan, Mr. Gillespie's target bonus for 1998 was $900,000. The Committee determined that $1,100,000 was the appropriate annual incentive for Mr. Gillespie for 1998. In establishing the annual incentive amount for Mr. Gillespie, the Committee considered (i) the annual incentive compensation paid to chief executive

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officers of peer companies over the last four most recent years, (ii) KeyCorp's 1998 performance which resulted in the target pool percentage under the annual incentive plan being fixed at 105% (see page 27 of this Proxy Statement), and
(iii) Mr. Gillespie's personal performance and leadership. The Committee took note of the acquisition of McDonald & Company Investments, Inc. The acquisition represented the achievement of a long term strategic goal of KeyCorp to have strong investment banking, brokerage and capital markets capabilities, and was a significant step towards fulfilling KeyCorp's objective of increasing noninterest income as a percentage of total revenues.

Compensation and Organization Committee
Board of Directors
KeyCorp
Albert C. Bersticker
Thomas A. Commes
Kenneth M. Curtis
Stephen R. Hardis (Chair)
Douglas J. McGregor

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