Contract

EXHIBIT 10.20 AMENDMENT TO THE KEYCORP DIRECTOR DEFERRED COMPENSATION PLAN WHEREAS, KeyCorp has established the KeyCorp Director DeferredCompensation Plan (the “Plan”), a nonqualified plan of deferred compensationfor Directors of KeyCorp, and WHEREAS, the Board of Directors of KeyCorp has authorized amendments tothe Plan, and WHEREAS, in conjunction with the enactment of the American Jobs CreationAct of 2004, the Board of Directors of KeyCorp has determined it desirable topreserve Plan participants’ earned and vested Plan benefits in accordance withthe law in effect prior to the enactment of the American Jobs Creation Act of2004 and accordingly has authorized the freezing of the Plan to preserve suchbenefits as of December 31, 2004. The Board of Directors of KeyCorp hasaccordingly directed the execution of this Amendment to effectuate theexpressed intent of the Board. NOW, THEREFORE, pursuant to such action of the Board, the Plan is herebyfrozen with regard to any additional accruals, deferrals, and contributions tothe Plan after December 31, 2004 as follows: 1. A new Article VI has been added to the Plan to provide the following: “ARTICLE VI AMENDMENT TO FREEZE 6.1 No New Plan Deferrals. AS OF JANUARY 1, 2005 THE PLAN SHALL BE FROZEN WITH REGARD TO ALL NEW ACCRUALS, DEFERRALS, AND CONTRIBUTIONS TO THE PLAN AFTER DECEMBER 31, 2004 AND ALL PARTICIPANTS’ PLAN BENEFITS THAT ARE EARNED AND VESTED AS OF DECEMBER 31, 2004 SHALL BE ADMINISTERED IN ACCORDANCE WITH THE TERMS OF THE PLAN AS FROZEN AND WITH THE REQUIREMENTS OF THE LAW IN EFFECT PRIOR TO THE ENACTMENT OF SECTION 409A OF THE CODE.” 2. The amendment set forth in Paragraphs 1 shall be effective as ofDecember 31, 2004. 3. Except as otherwise amended herein, the Plan shall remain in fullforce and effect. IN WITNESS WHEREOF, KeyCorp has caused this Amendment to the Plan to beexecuted by its duly authorized officer as of this 28th day of December 2004. KEYCORP By: /s/ Thomas E. Helfrich —————————- Title: Executive Vice President