Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Compensation Arrangements
On March 12, 2009, the Compensation and Organization Committee of the KeyCorp Board of Directors authorized the following:
(1) the amendment of the KeyCorp Second Supplemental Retirement Plan and KeyCorp Second Executive Supplemental Pension Plan (i) to clarify when a participant's long term incentive compensation and annual incentive compensation awards are included under the Plan for purposes of calculating the participant's supplemental retirement benefit, and (ii) to clarify that only 50% of the participant's long term incentive compensation award is included under the Plan for purposes of calculating the participant's supplemental retirement benefit,

(2) the amendment of the KeyCorp Cash Balance Pension Plan, KeyCorp 401(k) Savings Plan, KeyCorp Deferred Savings Plan, KeyCorp Second Excess Cash Balance Pension Plan, KeyCorp Second Supplemental Retirement Plan, and KeyCorp Second Executive Supplemental Pension Plan (herein collectively referred to as "Plan") to specifically exclude from each Plan's definition of "compensation" all deferred cash awards that have been granted, and upon vesting paid, to participants under the KeyCorp annual and KeyCorp long term incentive programs for purposes of determining the participants' Plan benefits, and

(3) the establishment of the KeyCorp Deferred Annual Incentive Plan. The Plan, as established, will maintain on a bookkeeping basis, those deferred incentive awards that are granted under KeyCorp-sponsored incentive plans until such time as the deferred incentive award becomes fully vested and distributed to the participant.

Departure of Director
Ralph Alvarez has notified the Company that he will not stand for re-election as a member of the Board of Directors at the 2009 Annual Meeting. Mr. Alvarez's decision not to stand for re-election was based on personal reasons and not the result of any disagreement with the Company.

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