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): April 20, 2011

(Exact name of registrant as specified in charter)

001-11302
(Commission File Number)

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

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

(216) 689-3000
(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))

Item 8 — Other Events

Item 8.01 Other Events

     On April 20, 2011, KeyCorp issued a press release announcing completion of its repurchase of the warrant issued to the U.S. Treasury under the TARP Capital Purchase Program. KeyCorp and the U.S. Treasury agreed upon a repurchase price of $70 million for the warrant. The warrant had allowed the U.S. Treasury to purchase 35,244,361 shares of KeyCorp common stock, par value $1.00. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release, dated April 20, 2011

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: April 20, 2011	/s/ Steven N. Bulloch
	By: Steven N. Bulloch
	Assistant Secretary

EX-99.1

Exhibit 99.1

CONTACTS: ANALYSTS
Vernon L. Patterson
216.689.0520
Vernon_Patterson@KeyBank.com

Christopher F. Sikora
216.689.3133
Chris_F_Sikora@KeyBank.com MEDIA
William C. Murschel
216.471.2885
William_C_Murschel@KeyBank.com

INVESTOR
RELATIONS: www.key.com/ir KEY MEDIA
NEWSROOM: www.key.com/newsroom

 
FOR IMMEDIATE RELEASE

KEYCORP REPURCHASES WARRANT FROM U.S. TREASURY

CLEVELAND, Apr. 20, 2011 — KeyCorp (NYSE: KEY) announced today that it completed the repurchase of the warrant issued to the United States Department of the Treasury (“U.S. Treasury”) as part of the TARP Capital Purchase Program. The warrant provided the right to purchase 35,244,361 shares of KeyCorp common stock at $10.64 per share. KeyCorp and the U.S. Treasury agreed upon a repurchase price of $70 million for the warrant. With this transaction complete, the U.S. Treasury no longer holds any investment in KeyCorp under the TARP Capital Purchase Program.

“Our repurchase of the warrant completes the U.S. Treasury’s period as an investor under the TARP Capital Purchase Program. We are pleased to have this repurchase completed and, as we move forward, we are focused on our relationship strategy and commitment to extraordinary service, which serve as the foundation for everything that we do,” said KeyCorp Chairman and Chief Executive Officer Henry L. Meyer III. “We are pleased that the repurchase of the warrant will limit future shareholder dilution.”

KeyCorp (NYSE: KEY) is one of the nation’s largest bank-based financial services companies, with assets of approximately $90 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/aboutkey.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Key’s control. Key’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Key’s actual results to differ materially from those described in the forward-looking statements can be found in Key’s Annual Report on Form 10-K for the year ended December 31, 2010, which has been filed with the SEC and are available on Key’s website at www.Key.com/IR and on the SEC’s website at www.sec.gov. Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Key does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

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