8-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


      Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 8, 2002

                                 [KEYCORP LOGO]
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Ohio                        0-850                   34-6542451
- ----------------------------   ----------------------       ------------------
(State or other jurisdiction   Commission File Number       (I.R.S. Employer
    of incorporation or                                     Identification No.)
       organization)


  127 Public Square, Cleveland, Ohio                             44114-1306
- ----------------------------------------                    ------------------
    (Address of principal executive                               (Zip Code)
               offices)


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











ITEM 5. OTHER EVENTS

Robert T. Clutterbuck, currently Chief Executive Officer of Key Capital Partners
and McDonald Investments Inc. and Senior Executive Vice President of KeyCorp,
announced today that he will be retiring from those positions effective
immediately. He will become Vice Chairman of McDonald Investments Inc. and will
assist in the management transition. Robert G. Jones has been named Chief
Executive Officer of McDonald Investments Inc., in addition to his current
positions as President of Key Capital Partners and Executive Vice President of
KeyCorp. This announcement, dated August 8, 2002, is attached as Exhibit 99.1 to
this report.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         99.1 The Registrant's August 8, 2002, announcement of Robert T.
              Clutterbuck's retirement.








                                    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:  August 8, 2002                             /s/ Thomas C. Stevens
                                          --------------------------------------
                                          By:   Thomas C. Stevens
                                                Vice Chairman,
                                                Chief Administrative Officer
                                                and Secretary

EX-99.1

                                  EXHIBIT 99.1




To:      Key managers
From:    Henry Meyer
Re:      Executive changes
August 8, 2002


We're announcing today several executive changes that will substantially
complete the integration of McDonald Investments and Key and enable us to better
serve our corporate clients going forward.

While these actions are strategic in nature, their timing was precipitated by
Bob Clutterbuck's decision to retire as the CEO of McDonald. Some time ago, Bob
expressed his desire to return to working directly on important customer
relationships and providing clients with asset management services. Bob and I
agreed that the timing was now right for us to begin the transition. Effective
immediately, Bob will serve as vice chairman of McDonald, working on a variety
of organizational issues, assisting in the transition and overseeing our
relationship with regulatory agencies and the stock exchanges. I greatly
appreciate his willingness to take an active role to ensure the success of the
transition.

Bob will work closely with Bob Jones, who becomes the CEO of McDonald, and Key
Corporate Finance's Tom Bunn, who takes responsibility for the following
additional businesses: investment banking, equities capital markets, bank
capital markets, non-franchise interest rate derivatives, and fixed income. By
aligning these businesses with Corporate Finance's commercial lending
activities and its treasury management and electronic services we will greatly
improve our ability to offer our corporate clients the full breadth of our
commercial product and service portfolio.

Bob Clutterbuck has played an extraordinary role in advancing the integration of
Key and McDonald. There is no greater testament to his success and that of Bill
Summers, who remains chairman of McDonald Investments, than the very substantial
progress we've already made, particularly when measured against our peers. Some
of these institutions simply have given up trying to do what we are on the verge
of completing. In this respect, Bob's efforts will provide us with a competitive
advantage for many years to come. I hope all of you will join me in thanking Bob
Clutterbuck for the significant contributions he has made to Key.

Bob Jones' promotion reflects the excellent job he's done in managing our High
Net Worth initiative, which will build on the strengths of McDonald's brokerage
and Key's private banking businesses. This has been an extremely difficult and
complex assignment with many regulatory and organizational hurdles, but it, too,
is critically important to completing the integration process and leveraging our
1Key capabilities. In his new position, Bob continues to manage the



High Net Worth organization, public finance and the public sector. He also is
responsible for compliance, human resources, investment operations and
administration at McDonald.

As a result of these changes, Bob Jones and Rick Buoncore will join my executive
team as direct reports. Rick Buoncore heads Victory Capital Management and has
played an increasingly important management role. Victory has had an outstanding
investment performance record given the current volatile markets and provides
significant cross-selling potential to both our institutional and individual
clients.