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Games with similar level-up system as Dungeon Siege?

Not in a hack'n'slash. In fact, not in many RPG's either. The Elder Scrolls games have you use skills to level up instead of gaining XP, but they dont require kills. In Dungeon Siege you only get skill improvment through kills.
 
The level-up system in Dungeon Siege 1 was the only strong point in the entire game.


I think one or maybe both of the old Dungeon Master games might have had a level-up like Dungeon Siege where a character would get better at certain things through doing them rather than assigning them more points. I recall that you would gain improvement in skills through repetition, but I don't remember if that was the entire skill progression system or whether it was in addition to traditional level ups.
 
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