Item 8.01. Other Events.

On July 8, 2009, KeyCorp issued a press release announcing the commencement of its offer to exchange up to 158,518,835 of KeyCorp's common shares, par value $1.00 per share ("Common Shares"), for any and all outstanding 5.875% Trust Preferred Securities, 6.125% Trust Preferred Securities, 7.000% Enhanced Trust Preferred Securities, 6.750% Enhanced Trust Preferred Securities and 8.000% Enhanced Trust Preferred Securities of KeyCorp Capital V, KeyCorp Capital VI, KeyCorp Capital VIII, KeyCorp Capital IX and KeyCorp Capital X, respectively (the "Exchange Offer"). The Common Shares to be issued in the Exchange Offer were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-4, File No. 333-159490 (as amended, the "Registration Statement"). A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The press release is also being filed herewith in accordance with Rule 425 under the Securities Act.

In connection with the Exchange Offer, on July 8, 2009 KeyCorp entered into a Dealer Manager Agreement with Morgan Stanley & Co. Incorporated (as sole arranger and lead manager), UBS Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets,
LLC) as Dealer Managers. A copy of the Dealer Manager Agreement is attached to this Form 8-K as Exhibit 1.1 and is hereby incorporated by reference in the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Dealer Manager Agreement, dated July 8, 2009, by and among KeyCorp, Morgan Stanley & Co. Incorporated, UBS Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC).

99.1 Press Release, dated July 8, 2009.

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