Item 3.02. Unregistered Sales of Equity Securities.
On May 11, and 13, 2009, KeyCorp entered into agreements with certain institutional shareholders (each, an "Institutional Shareholder") pursuant to which KeyCorp and each of the Institutional Shareholders agreed to exchange KeyCorp's 7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A (the "Series A Preferred Stock") held by the Institutional Shareholders for KeyCorp's common stock, par value $1.00 ("Common Shares"). In the aggregate, KeyCorp exchanged 1,139,700 shares of the Series A Preferred Stock for 13,670,326 KeyCorp Common Shares or approximately 2.64% of KeyCorp's outstanding Common Shares as of May 12, 2009. The exchange transactions will settle on or before May 18, 2009. The Common Shares of KeyCorp are being issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange. KeyCorp will utilize Common Shares from treasury to complete the transactions.
**********

---

Table of Contents