On January 22, 2009, KeyCorp issued a press release announcing its earnings results for the three- and twelve-month periods ended December 31, 2008 (the "Press Release"). This Press Release is attached as Exhibit 99.1 to this report and incorporated by reference herein. KeyCorp also held a conference call/webcast on January 22, 2009, to discuss its results. The slide presentation reviewed by KeyCorp in the conference call/webcast (the "Conference Call/Webcast Slide Presentation") is attached as Exhibit 99.2 to this report and incorporated by reference herein.
The information in the preceding paragraph, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act").
KeyCorp's Consolidated Balance Sheets and Consolidated Statements of Income (the "Financial Statements") included as part of the Press Release, are attached as Exhibit 99.3 to this report and are incorporated by reference herein. Exhibit 99.3 is "filed" for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

99.1   KeyCorp's Press Release, dated January 22, 2009 (solely "furnished" and not
       filed for purposes of Item 2.02).

99.2   KeyCorp's Conference Call/Webcast Slide Presentation (solely "furnished" and
       not filed for purposes of Item 2.02).

99.3   KeyCorp's Financial Statements ("filed" for purposes of Item 2.02).

* * * Forward-Looking Statements This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial condition, results of operations, earnings outlook, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management's current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Key's control. Key's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements.
Factors that may cause actual results to differ materially include, among other things: (1) changes in interest rates; (2) changes in trade, monetary or fiscal policy; (3) continued disruption in the fixed income markets; (4) adverse capital markets conditions; (5) continuation of the recent deterioration in general economic conditions, or in the condition of the local economies or industries in which we have significant operations or assets, which could, among other things, materially impact credit quality trends and our ability to generate loans; (6) continued disruption in the housing markets and related conditions in the financial markets; (7) increased competitive pressure among financial services companies due to the recent consolidation of competing financial institutions and the conversion of certain investment banks to bank holding companies; (8) heightened legal standards and regulatory practices, requirements or expectations; (9) the inability to

successfully execute strategic initiatives designed to grow revenues and/or manage expenses; (10) increased FDIC deposit insurance premiums;
(11) consummation of significant business combinations or divestitures;
(12) operational or risk management failures due to technological or other factors; (13) changes in accounting or tax practices or requirements; (14) new legal obligations or liabilities or unfavorable resolution of litigation; and
(15) disruption in the economy and general business climate as a result of terrorist activities or military actions. For additional information on KeyCorp and the factors that could cause Key's actual results or financial condition to differ materially from those described in the forward-looking statements consult Key's Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent filings with the Securities and Exchange Commission available on the Securities and Exchange Commission's website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management's views as of any subsequent date. We do not assume any obligation to update these forward-looking statements.