KEYCORP /NEW/
EX-10.20 AMENDMENT TO KEYCORP DIRECTOR DEFERRED COMP PLAN
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>l11135aexv10w20.txt
<DESCRIPTION>EX-10.20 AMENDMENT TO KEYCORP DIRECTOR DEFERRED COMP PLAN
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.20

                                   AMENDMENT
                                TO THE KEYCORP
                              DIRECTOR DEFERRED
                               COMPENSATION PLAN

      WHEREAS, KeyCorp has established the KeyCorp Director Deferred
Compensation Plan (the "Plan"), a nonqualified plan of deferred compensation
for Directors of KeyCorp, and

      WHEREAS, the Board of Directors of KeyCorp has authorized amendments to
the Plan, and

      WHEREAS, in conjunction with the enactment of the American Jobs Creation
Act of 2004, the Board of Directors of KeyCorp has determined it desirable to
preserve Plan participants' earned and vested Plan benefits in accordance with
the law in effect prior to the enactment of the American Jobs Creation Act of
2004 and accordingly has authorized the freezing of the Plan to preserve such
benefits as of December 31, 2004.  The Board of Directors of KeyCorp has
accordingly directed the execution of this Amendment to effectuate the
expressed intent of the Board.

      NOW, THEREFORE, pursuant to such action of the Board, the Plan is hereby
frozen with regard to any additional accruals, deferrals, and contributions to
the 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 of
December 31, 2004.

      3.    Except as otherwise amended herein, the Plan shall remain in full
force and effect.

      IN WITNESS WHEREOF, KeyCorp has caused this Amendment to the Plan to be
executed by its duly authorized officer as of this 28th day of December 2004.

                                           KEYCORP

                                           By: /s/ Thomas E. Helfrich
                                               ----------------------------
                                           Title:  Executive Vice President

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