Item 5.02 Departure of Directors or Certain Officers; Compensatory Arrangement of Certain Officers

On October 23, 2012, Tom Stevens, KeyCorp's Vice Chair and Chief Administrative Officer, announced that he will retire as a member of KeyCorp's Board of Directors effective as of KeyCorp's 2013 annual meeting of shareholders (May 16, 2013) and as Chief Administrative Officer on June 30, 2013. A copy of the press release announcing Mr. Stevens' retirement is attached as Exhibit 99.1 hereto. Mr. Stevens will retire in connection with the elimination of the position of chief administrative officer, and he will be entitled to receive base salary and continuing Key health insurance benefits for twelve months (subject to any applicable deferral and/or clawback requirements for compensation).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated October 25, 2012.

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