dtgreene: Sound a lot like how Ultima 3 handles stat increases; to boost your stats, you need to find shrines in another world and pay money at them.
Ultima IX has a similar system, as I recall: as one progresses the main plot, one cleanses shrines. Each time a shrine is cleansed, it offers a boost, primarily to the character's stats. There is no XP, and no level-system; just stats that are boosted. (Well, and gear to find.)
That said, I also recall that the choice of stat to boost determines the order in which one will get the boost, rather than a final build, as there are more shrines than stat boosts available. Thus one ends up with full stats, and the final shrines giving something else, if I do recall correectly. (Karma, perhaps? I forget. ^^; )
BlueMooner: The xp system boils down to:
1) Do X
2) Earn Y
3) Spend Y on Z
I could see a system that might boil down to something like this:
1) Do X
2) Earn a choice of Zs
Where "Z"s are boosts of some sort.
Bonus points if the "Z"s aren't numerical improvements, but new skills; thus the player doesn't become more inherently powerful, but instead possessed of a broader and thus more flexible range of skills.
Alas, I don't have an example of quite this to mind.
However, it does remind me of an option: Prey. (The new one.)
It's not exactly what I suggest above; one still collects "Y"s to be spent. However, it does feel a little different:
In Prey, the player finds (or is given, or manufactures) devices that can apply skills to their character. With these they can choose from an upgrade menu of various abilities; I think that some of the abilities are passive, but do recall that at least some are active skills.
Now, the devices are, essentially, obfuscated XP-points. However, they at least are rewarded a little differently, as some have to be actively found, and some can be made at a cost of crafting materials. Furthermore, I seem to recall that many of the upgrades are skills, rather than being all just stat upgrades.
So not a perfect option, but perhaps worth mentioning.