8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 11, 2010

(Exact name of registrant as specified in charter)

001-11302
(Commission File Number)

OHIO	34-6542451
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)

(216) 689-6300
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

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

     On March 11, 2010, the Board of Directors of KeyCorp elected Elizabeth R. Gile and Edward W. Stack, as Directors of the Corporation, effective immediately. Ms. Gile is a retired Managing Director of Deutsche Bank Americas Holding Corporation, where she focused on credit and credit risk management. Mr. Stack is Chairman and Chief Executive Officer of Dick’s Sporting Goods, Inc. Mr. Stack has served as Chairman and CEO of the sporting goods retailer since 1984.

     The election of Ms. Gile and Mr. Stack increases the size of KeyCorp’s Board of Directors to 16 members. Ms. Gile has been assigned to the Risk Management Committee of the Board. Mr. Stack has been assigned to the Audit Committee of the Board. As with all “outside” KeyCorp Directors, Ms. Gile and Mr. Stack will each be entitled to an annual award under the KeyCorp Directors’ Deferred Share Plan each July, as well as quarterly and per meeting director fees.

     A copy of the press release announcing the election is “furnished” as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference in any filing of KeyCorp under the Securities Act of 1933, as amended.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated March 15, 2010, announcing the election of Elizabeth R. Gile and Edward W. Stack, as Directors of KeyCorp.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KEYCORP (Registrant)
Date: March 15, 2010		/s/ Daniel R. Stolzer
		By:	Daniel R. Stolzer
			Vice President, Deputy General Counsel and Assistant Secretary

EX-99.1

Exhibit 99.1

News

KeyCorp

127 Public Square

Cleveland, OH 44114

CONTACTS:	William C. Murschel	Vernon Patterson
	Media	Analysts
	216.828.7416	216.689.0520
	William_C_Murschel@keybank.com	Vernon_Patterson@keybank.com

NEWSROOM:	INVESTOR RELATIONS:
www.Key.com/newsroom	www.key.com/IR

FOR IMMEDIATE RELEASE

ELIZABETH GILE, EDWARD STACK JOIN

KEYCORP BOARD OF DIRECTORS

CLEVELAND, Mar. 15, 2010 — KeyCorp (NYSE: KEY) announced today that Elizabeth R. Gile and Edward W. Stack have been elected to its Board of Directors. Gile is a retired Managing Director of Deutsche Bank Americas Holding Corporation (Deutsche Bank) (NYSE: DB); Stack is chairman and CEO of Dick’s Sporting Goods, Inc. (NYSE: DKS).

“We are delighted to have Betsy and Ed join our board,” said Henry L. Meyer III, KeyCorp chairman and chief executive officer. “Betsy has more than three decades at major financial services institutions, building a rich background in virtually every aspect of credit origination and risk management. Ed brings the insights and perspective of an entrepreneur and recognized business leader who has built a national consumer retail operation from a family-owned business, taken it public, and more recently, added overseas operations.”

Gile retired in 2005 from Deutsche Bank, where she was Managing Director and the Global Head of the Loan Exposure Management Group. During her distinguished career Ms. Gile has had the opportunity to focus on nearly every aspect of credit origination and risk management. Gile spent the first 24 years of her career at J. P. Morgan, where she held management positions in credit markets trading, credit portfolio management, corporate lending and credit research. Before moving to Deutsche Bank, she was a Vice Chair of Toronto Dominion Securities.

Ed Stack, at the helm of Dick’s Sporting Goods as Chairman and Chief Executive Officer since 1984, leads the largest full-service, sporting goods retailer in the country. In addition to growing up in the family business, Ed has served Dick’s full-time in a variety of positions since 1977. Over the last 33 years, he has led the company through a remarkable period of growth from just two stores in upstate New York to 419 stores in 40 states, an E-Commerce business, an international sourcing headquarters in Hong Kong, a highly successful IPO, and three strategic business acquisitions — Galyan’s Trading Company, Golf Galaxy with 91 stores in 31 states today, and Chick’s Sporting Goods.

Gile holds a B.A. from Dartmouth College and serves as a Trustee of the Brooklyn Botanic Garden and as a member of the investment committee of the board of the Scenic Hudson, a not-for-profit environmental and nature conservancy group. Stack serves on the Board of Directors of the National Retail Federation. He holds a bachelor’s degree from St. John Fisher College.

Cleveland-based KeyCorp is one of the nation’s largest bank-based financial services companies, with assets of approximately $93 billion. Key companies provide investment management, retail and commercial banking, consumer finance, and investment banking products and services to individuals and companies throughout the United States and, for certain businesses, internationally. For more information, visit https:// www.key.com/.

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