EX-10.20





Exhibit 10.20



KEYCORP




DIRECTOR DEFERRED COMPENSATION PLAN

(MAY 18, 2000 RESTATEMENT)




     The KeyCorp Director Deferred Compensation Plan, originally established as of January 1, 1984,
is hereby amended and restated in its entirety, effective May 18, 2000.



     KeyCorp hereby establishes this Director Deferred Compensation Plan for directors of KeyCorp
and its subsidiaries to provide directors with the opportunity to defer payment of their directors’
fees in accordance with the provisions of this Plan.



ARTICLE I

DEFINITIONS




     For the purposes hereof, the following words and phrases shall have the meanings indicated.




	 	1.	 	“Account” shall mean the bookkeeping account established in accordance with
Article II hereof.
	 
	 	2.	 	“Beneficiary” shall mean any person designated by a Participant in accordance
with the Plan to receive payment of all or a portion of the remaining balance of the
Participant’s Account in the event of the death of the Participant prior to receipt by
the Participant of the entire amount credited to the Participant’s Account.
	 
	 	3.	 	“Change of Control” shall be deemed to have occurred if under any rabbi trust
arrangement maintained by the Corporation, the Corporation is required under the terms
of such arrangement to fund such rabbi trust to secure the payment of any Participant’s
Plan benefits payable hereunder because a “Change of Control” as defined in such rabbi
trust has occurred.
	 
	 	4.	 	“Corporation” shall mean KeyCorp, a bank holding company and its corporate
successors, including the surviving corporation resulting from any merger of KeyCorp
with any other corporation or corporations.
	 
	 	5.	 	“Director” shall mean (i) any member of the Board of Directors of the
Corporation and (ii) any member of the Board of Directors of a Subsidiary.
	 
	 	6.	 	“Election Agreement” shall mean a written election to defer Fees signed in
writing by the Director and in the form provided by the Corporation.




 









 






	 	7.	 	“Fees” shall mean the fees earned as a Director.
	 
	 	8.	 	“Participant” shall mean any Director who has at any time elected to defer the
receipt of Fees in accordance with the Plan.
	 
	 	9.	 	“Plan” shall mean this Director Deferred Compensation Plan, together with all
amendments hereto.
	 
	 	10.	 	“Subsidiary” shall mean a corporation organized and existing under the laws of
the United States or of any state or the District of Columbia of which more than 50%
percent of the issued and outstanding stock is owned by the Corporation or by a
Subsidiary of the Corporation, and which has been designated by the Board of Directors
or Chief Executive Officer of the Corporation as a Subsidiary eligible to participate
in the Plan.
	 
	 	11.	 	“Year” shall mean the calendar year.





ARTICLE II

ELECTION TO DEFER




     1. Eligibility. Any Director may elect to defer receipt of all or a specified portion
of his or her Fees for any Year in accordance with Section 2 of this Article.



     2. Election to Defer. A Director who desires to defer the payment of all or a portion
of his or her Fees for any Year must complete and deliver an Election Agreement to the Corporation
no later than the last day of the Year prior to the Year for which the Fees would otherwise be
paid; provided, however, that any Director hereafter elected to the Board of Directors of the
Corporation or a Subsidiary who was not a Director on the preceding December 31 may make an
election to defer payment of Fees for the Year in which he or she is elected to the Board of
Directors by delivering the Election Agreement to the Corporation within 30 days of such election.
A Director who timely delivers the Election Agreement to the Corporation shall be a Participant. A
Participant’s Election Agreement shall continue to be effective from Year to Year until terminated
or modified by written notice to the Corporation. A revocation or modification must be delivered
prior to the beginning of the Year for which it is to be effective.



     3. Amount Deferred; Date of Deferral. A Participant shall designate on the Election
Agreement (a) the amount of his or her Fees that are to be deferred, (b) the date to which the
Participant’s Fees shall be deferred, (c) whether the distribution of deferred fees is to be paid
in its entirety or whether all or a portion of such fees shall be paid in installments, (d) if in
installments, the number of quarterly installments, and (e) if in installments, whether
installments or payment in full shall be made upon his or her death. Deferral shall be until the
earlier to occur of (i) the date specified by the Participant which may be not later than the date
on which the



 









 







Participant would attain age 72, or (ii) the date of death of the Participant, at which time
payment of the amount deferred shall be made in accordance with Section 7 or 10 of this Article. A
Participant may select not more than one date upon which full distribution shall be made or when
installments shall begin; distribution dates shall be the first business day of a calendar quarter.



     4. Account. The Corporation shall maintain an Account of the Fees deferred by each
Participant. A Participant shall designate on the Election Agreement whether to have the Account
valued on the basis of KeyCorp Common Shares in accordance with Section 5 of this Article or
receive interest in accordance with Section 6 of this Article. The Corporation may, if necessary
or desirable, establish separate Accounts for a Participant to properly account for amounts
deferred under the different alternatives and years; all such Accounts are collectively referred to
herein as the Account. The Account based on KeyCorp Common Shares shall be known as the “Common
Shares Account”, and the interest bearing account shall be known as the “Interest Bearing Account”;
a Participant may defer a portion of his or her Fees into each type of Account.



     5. Common Shares Account. If a Participant elects to have all or a portion of his or
her Fees deferred into the Common Shares Account, as of the last business day of any quarter, there
shall be added to such Account the number of Common Shares (whole and fractional, rounded to the
nearest one-hundredth of a share) equal to the dollar amount of such Fees payable for such calendar
quarter plus all dividends payable during such quarter on the Common Shares held in the Account on
the first day of such quarter divided by the market value of the Common Shares at the close of
business on the last business day of such quarter.



     6. Interest Bearing Account. Effective January 1, 1995, if a Participant elects to
have all or a portion of his or her Fees deferred into the Interest Bearing Account, there shall be
added to the Account as of the last business day of each calendar quarter the dollar amount of such
Fees payable for such calendar quarter plus all interest payable on such Interest Bearing Account
for such quarter as follows: A Participant’s account will receive interest on the average daily
balance in the Interest Bearing Account during each month at a rate equal to 50 basis points higher
than the effective annual yield of the average of the Moody’s Average Corporate Bond Yield Index
for the preceding month, as published by Moody’s Investor Service, Inc. (or any successor publisher
thereto), or, if such index is no longer published, a substantially similar index selected by the
Board.



     7. Payment of Account; Period of Deferral. The amount of a Participant’s Account
shall be paid to the Participant in a single payment and/or in a number of substantially equal
consecutive quarterly installments (not to exceed 40), as elected by the Participant in his or her
Election Agreement. Distributions from the Interest Bearing Account shall be in cash.
Distributions from the Common Shares Account made or commenced prior to January 1, 1999 shall be in
cash and thereafter distributions from the Common Shares Account shall be in Common Shares;
provided however, that in the event that the Corporation shall enter into a transaction intended to
qualify as a pooling of interests for accounting purposes prior to



 









 







January 1, 1999, all distributions from the Common Shares Account at any time shall be in cash.
The amount of the Account remaining after payment of an installment shall continue to be valued in
accordance with Section 5 of this Article or bear interest in accordance with Section 6 of this
Article. Full payment or the first quarterly installment, as the case may be, shall be made as
soon as reasonably possible after (i) the date specified in Section 3 of this Article, or (ii) the
date of the Participant’s death.



     Any installment payment shall be made pro rata from the Common Shares Account and the Interest
Bearing Account. The election as to the time for and method of payment of the amount of the
Account relating to Fees deferred for a particular Year shall be made on the Election Agreement(s)
and may not thereafter be altered except as provided in Section l0 or Section 13 of this Article.



     In the event that a Participant elects to receive installment payments under this Section 7,




	 	(a)	 	The amount of the distribution from the Common Shares Account shall be valued
based on the fair market value of the Common Shares on the last business day of the
calendar quarter immediately prior to the distribution date;
	 
	 	(b)	 	The amount of the distribution from the Interest Bearing Account shall be
valued based on the value of such Account on the last business day of the calendar
quarter immediately prior to such distribution date;
	 
	 	(c)	 	The amount of each installment shall be determined by dividing the value of the
Common Shares Account, the Interest Bearing Account, or both, as the case may be, by
the number of installments remaining to be paid to the Participant.





     8. Small Payments. Notwithstanding the foregoing, if the quarterly installment
payments elected by a Participant hereunder would result in a quarterly payment of less than $500
in cash or Common Shares, as the case may be, the Corporation shall have the right in its sole
discretion to pay the entire amount of the Account to the Participant on the day the installment
payments were to begin.



     9. Death of Participant. In the event of the death of a Participant, the amount of
the Participant’s Account shall be paid to the Beneficiary or Beneficiaries designated in writing
signed by the Participant in the form provided by the Corporation; in the event there is more than
one Beneficiary, such form shall include the proportion to be paid to each Beneficiary and indicate
the disposition of such share if a Beneficiary does not survive the Participant; in the absence of
any such designation, payment from the Account shall be divided equally among all other
Beneficiaries. A Participant’s Beneficiary designation may be changed at any time prior to
the Participant’s death by execution and delivery of a new Beneficiary designation form. The form
on file with the Corporation at the time of the Participant’s death which bears the latest date



 









 







shall govern. In the absence of a Beneficiary designation or the failure of any Beneficiary to

survive the Participant, the amount of the Participant’s Account shall be paid to the Participant’s
estate in its entirety ninety days after the appointment of an executor or administrator. In the
event of the death of any Beneficiary after the death of a Participant, the remaining amount of the
Account payable to such Beneficiary shall be paid in its entirety to the estate of such Beneficiary
ninety days after the appointment of an executor or administrator for such estate.



     10. Acceleration.




	 	(a)	 	Notwithstanding any other provision of the Plan to the
contrary, upon the occurrence of a Change of Control, a Participant shall be
entitled to receive from the Corporation the payment of his or her Account in
the manner selected as follows: Not later than the later of December 31, 1998,
or 30 days after the date a person first becomes a Participant, a Participant
shall be entitled to make an election which will be applicable in the event of
a Change of Control (the “Change of Control Election”). The Change of Control
Election will provide the following payment alternatives to a Participant in
the event of a Change of Control:






	 	(i)	 	upon the occurrence of a Change of
Control, the entire amount of the Participant’s Account will be
immediately paid in full, regardless of whether the Participant
continues as a Director after the Change of Control;
	 
	 	(ii)	 	upon and after the occurrence of a
Change of Control, the entire amount of the Participant’s
Account will be immediately paid in full, but only if either
the Participant is not a Director as of immediately after the
Change of Control or the Participant ceases to be a Director
within two years after the Change of Control; or
	 
	 	(iii)	 	upon the occurrence of a Change of
Control, the payment elections specified in the Election
Agreement shall govern irrespective of the Change of Control.






	 	 	 	A Change of Control Election once made may thereafter be amended by a
subsequent Change of Control Election, but such subsequent Change of Control
Election shall only become effective if no Change of Control occurs within
one year after making such subsequent Change of Control Election.
	 
	 	(b)	 	The Corporation may, in its sole discretion, accelerate the
making of payment of the amount of a Participant’s Account to a Participant in
the event of an “unforeseeable emergency” of the Participant; “unforeseeable
emergency” is defined as an unanticipated emergency that is caused by an




 









 






	 	 	 	event beyond the control of the Participant that would result in severe
financial hardship to the individual if such withdrawal were not permitted;
provided, however, that the amount of the withdrawal under this subsection
is limited to the amount necessary to meet such emergency.
	 
	 	(c)	 	The Corporation may, in its sole discretion, accelerate the
making of payment of all or any portion of the amount of a Participant’s
Account to a Participant upon the written request of a Participant, provided
that the Corporation determines that such withdrawal would not be adverse to
the best interests of the Corporation and further provided that the Participant
shall forfeit an amount equal to 10% of the amount requested and that the
Participant shall be disqualified from deferring Fees during the remainder of
the calendar year in which the payment is made and the next succeeding year
thereafter.





     11. Change of Control. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control, no amendment or modification of this Plan may be
made at any time on or after such Change of Control (1) to reduce or modify a Participant’s
Pre-Change of Control Account Balance, (2) to reduce or modify the Interest Bearing Account’s rate
of earnings on or method of crediting such earnings to a Participant’s Pre-Change of Control
Account Balance, (3) to reduce or modify the Common Shares Account’s method of calculating all
earnings, gains, and/or losses on a Participant’s Pre-Change of Control Account Balance, or (4) to
reduce or modify the Participant’s deferrals to be credited to a Participant’s Plan Account for the
applicable deferral period. For purposes of this Section 11, the term “Pre-Change of Control
Account Balance” shall mean, with regard to any Plan Participant, the aggregate amount of such
Participant’s prior deferrals with all earnings, gains, and losses thereon which are credited to
the Participant’s Plan Account through the close of the calendar year in which such Change of
Control occurs.



     12. Interest Bearing Account After Change of Control. In accordance with the
provisions of Section 6 hereof, in the event that Moody’s Average Corporate Bond Yield Index ceases
to be published on or after a Change of Control, the Corporation shall reasonably select a
substantially similar index to be used in crediting earnings on Participants’ Pre-Change of Control
Account Balances held in the Plan’s Interest Bearing Account.



     13. Common Stock Conversion. In the event of a Change of Control in which the Common
Shares of the Corporation are converted into or exchanged for securities, cash and/or other
property as a result of any capital reorganization or reclassification of the capital stock of the
Corporation, or as a result of the consolidation or merger of the Corporation with or into another
corporation or entity, or the sale of all or substantially all of its assets to another corporation
or entity, the Corporation shall cause the Common Shares Account to reflect the securities, cash
and other property to be received in such reorganization, reclassification, consolidation, merger
or sale on the balance in the Common Shares Account and, from and after



 









 







such reorganization, reclassification, consolidation, merger or sale, the Common Shares Account
shall reflect all dividends, interest, earnings and losses attributable to such securities, cash,
and other property (with any cash earning interest at the rate applicable to the Interest Bearing
Account).



     14. Amendment in the Event of a Change of Control. On or after a Change of Control,
the provisions of Article I and Article II may not be amended or modified as such provisions apply
to Participants’ Pre-Change of Control Account Balances.



     15. Statement. Each Participant shall receive a statement of his or her Account not
less than annually.



     16. Valuation of the Account. Each Account shall be valued as of the last day of each
calendar quarter until payment of a Participant’s Fees in full.



     If a Participant has elected to have his or her Fees deferred into the Common Shares Account,
the Corporation shall ascertain the number of shares in the Account (whole and fractional, rounded
to the nearest one-hundredth of a share) after taking into account additions to the Account under
this Article and distributions from the Account under this Article, based on the fair market value
of the Common Shares on the last business day of such calendar quarter. Automatically and without
further action by the Corporation, in the event of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination, exchange of shares, or a similar
corporate change, appropriate adjustments in the number and kind of shares held in a Participant’s
Account shall be made by the Corporation to reflect such change.



     If a Participant has elected to have his or her Fees deferred into the Interest Bearing
Account, the Corporation shall ascertain the value of such Interest Bearing Account by adding to
the value of the Account at the beginning of such calendar quarter the dollar amount of the Fees
deferred into the Account for such quarter, plus the value of any interest paid on the Account in
accordance with this Article, less any distributions made from the Account in accordance with this
Article.



ARTICLE III

ADMINISTRATION




     The Corporation shall be responsible for the general administration of the Plan and for
carrying out the provisions hereof. The Corporation shall have all such powers as may be necessary
to carry out its duties under the Plan, including the power to determine all questions relating to
eligibility for and the amount in an Account, all questions pertaining to claims for benefits and
procedures for claim review, and the power to resolve all other questions arising under the Plan,
including any questions of construction. The Corporation may take such further action as the
Corporation shall deem advisable in the administration of the Plan. The actions taken and the
decisions made by the Corporation hereunder shall be final and binding upon all interested parties.



 









 





ARTICLE IV

AMENDMENT AND TERMINATION




     The Corporation reserves the right to amend or terminate the Plan at any time by action of its
Board of Directors, the Compensation and Organization Committee or any other duly authorized
Committee of the Board of Directors; provided, however, that no such action shall adversely affect
any Participant or Beneficiary with respect to the amount credited to a Deferred Compensation
Account and further provided that any such action shall be subject to the limitations set forth in
Article II, Sections 11 and 14, hereof.



ARTICLE V

PRIOR PLANS




     The Plan incorporates the merger of the KeyCorp Deferred Compensation Plan for Directors (the
“Old KeyCorp Plan”), the Deferred Compensation Plan for Board of Directors of Trustcorp, Inc.
(Revised November, 1986) (the “Trustcorp Plan”), the Centran Corporation Deferred Director
Compensation Plan (the “Centran Plan”), and the Society Bank, Michigan Directors’ Deferred
Compensation Plan (“Michigan Plan”) in their entirety and all accounts existing under such
Trustcorp Plan and Centran Plan on September 30, 1990, under such Michigan Plan on June 30, 1993,
and under such Old KeyCorp Plan on June 30, 1994, shall become Accounts (or, if a Participant has
accounts under the Plan and any of such Plans, shall be merged into the Account under the Plan)
fully subject to all terms and conditions hereof. All accounts under the Trustcorp Plan and the
Centran Plan will be valued as of September 30, 1990, all accounts under the Michigan Plan will be
valued as of June 30, 1993, and all accounts under such Old KeyCorp Plan will be valued as of June
30, 1994 and this will constitute the initial balance of the Account under this Plan. Participants
in the Trustcorp Plan, the Centran Plan, the Michigan Plan, or Old KeyCorp Plan will be given the
opportunity to indicate the type of election and the type of account(s) into which their Trustcorp
Plan, Centran Plan, Michigan Plan, or Old KeyCorp Plan account will be converted. In the absence
of any such designation, such Participants in the Trustcorp Plan, the Centran Plan, the Michigan
Plan or the Old KeyCorp Plan shall be deemed to have elected the Interest Bearing Account and the
payout method and payment year indicated on their Trustcorp Plan, Centran Plan, Michigan Plan and
Old KeyCorp Plan elections, unless they have an Account under this Plan, in which case the
Trustcorp Plan, the Centran Plan, the Michigan Plan or Old KeyCorp Plan account will merge into
such Account and be subject to the distribution elections made with regard to such Account.



ARTICLE VI

MISCELLANEOUS




     1. Nonalienation of Deferred Compensation Account. No Participant or Beneficiary
shall encumber or dispose of the right to receive any payment of the amount of an Account hereunder
without the written consent of the Corporation. If a Participant or Beneficiary without the
written consent of the Corporation attempts to assign, transfer, alienate, or encumber the right



 









 







to receive the amount of a Deferred Compensation Account hereunder or permits the same to be
subject to alienation, garnishment, attachment, execution, or levy of any kind, then the
Corporation, in its discretion, may hold or pay such amount or any part thereof to or for the
benefit of such Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, children,
blood relatives, or other dependents, or any of them, in such manner and in such proportions as the
Corporation may consider proper. Any such application of the amount of an Account may be made
without the intervention of a guardian. The receipt by the payee(s) of such payment(s) shall
constitute a complete acquittance to the Corporation with respect thereto, and neither the
Corporation, nor any Subsidiary, nor any officer, member, employee, or agent thereof, shall have
any responsibility for the proper application thereof.



     2. Plan Noncontractual. Nothing herein contained shall be construed as a commitment
to or agreement with any Director of the Corporation or a Subsidiary to continue such person’s
directorship with the Corporation or Subsidiary, and nothing herein contained shall be construed as
a commitment or agreement on the part of the Corporation or any Subsidiary to continue the
directorship or the rate of director compensation of any such person for any period. All Directors
shall remain subject to removal to the same extent as if the Plan had never been put into effect.



     3. Interest of Director. The obligation of the Corporation under the Plan to make
payment of amounts reflected on an Account merely constitutes the unsecured promise of only the
Corporation to make payments from its general assets as provided herein. Further, no Participant
or Beneficiary shall have any claim whatsoever against any Subsidiary for amounts reflected on an
Account. At its discretion, the Corporation may establish one or more trusts, with such trustees
as the Corporation may approve, for the purpose of providing for the payment of benefits owed under
the Plan. Although such a trust may be irrevocable, in the event of insolvency or bankruptcy of
the Corporation, such assets will be subject to the claims of the Corporation’s general creditors.
To the extent any benefits provided under the Plan are paid from any such trust, the Corporation
shall have no further obligation to pay them. If not paid from the trust, such benefits shall
remain the obligation of the Corporation.



     4. Claims of Other Persons. The provisions of the Plan shall in no event be construed
as giving any person, firm, or corporation any legal or equitable rights against the Corporation or
any Subsidiary, or the officers, employees, or directors of the Corporation or any Subsidiary,
except any such rights as are specifically provided for in the Plan or are hereafter created in
accordance with the terms and provisions of the Plan.



     5. Delegation of Authority. Any action to be taken by the Corporation’s Board of
Directors under this Plan may be taken by such Board’s Compensation and Organization Committee,
Executive Committee or any other duly authorized Committee of the Board of Directors.



     6. Severability. The invalidity and unenforceability of any particular provision of
the Plan shall not affect any other provision hereof, and the Plan shall be construed in all
respects as if such invalid or unenforceable provisions were omitted herefrom.



 









 





     7. Governing Law. The provisions of the Plan shall be governed and construed in
accordance with the laws of the State of Ohio.



     EXECUTED at Cleveland, Ohio as of the 18th day of May 2000.



	 	 	 	 	 
	 	KEYCORP

 	 
	 	By:  	 	 
	 	 	Thomas E. Helfrich, Executive Vice President