425

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): July 22, 2009

(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:

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

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

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

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

Item 8.01. Other Events.

On July 22, 2009, KeyCorp issued a press release announcing an amendment to its previously announced offer to exchange (“Exchange Offer”) common shares for any and all trust preferred securities of KeyCorp Capital V and KeyCorp Capital VI, and any and all Enhanced Trust Preferred Securities of KeyCorp Capital VIII, KeyCorp Capital IX and KeyCorp Capital X (collectively referred to as the “Trust Preferred Securities”). The Exchange Offer was amended to reduce the amount of Trust Preferred Securities that will be accepted for exchange from $1,740,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities to a maximum total of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities. The maximum number of KeyCorp common shares that may be issued in the Exchange Offer remains unchanged at 158,518,835 shares. If upon expiration of the Exchange Offer KeyCorp receives in excess of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities, KeyCorp will determine the liquidation preference of Trust Preferred Securities that will be accepted from each tendering holder in the Exchange Offer on a pro rata basis (based upon the proportion the Trust Preferred Securities to be accepted for exchange bears to the total number of Trust Preferred Securities validly tendered by all tendering holders). All other terms of the Exchange Offer remain unchanged.

A copy of the press release announcing the amendment to the Exchange Offer is attached hereto 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 of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated July 22, 2009.

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
Date: July 22, 2009	By:	/s/ Daniel R. Stolzer
		Daniel R. Stolzer
		Vice President and Deputy General Counsel

EX-99.1

Exhibit 99.1

News

KeyCorp

127 Public Square

Cleveland, OH 44114

	EXCHANGE OFFER INFORMATION AGENT:
	D.F. King & Co., Inc.
	800.431.9633
	Bankers and Brokers: 212.269.5550, Collect
	EXCHANGE OFFER WEBSITE:
	www.key.com/exchangeoffers
MEDIA CONTACT:	ANALYST CONTACTS:
William C. Murschel	Vernon L. Patterson
216.828.7416	216.689.0520
william_c_murschel@keybank.com	vernon_patterson@keybank.com
	Christopher F. Sikora
	216.689.3133
	chris_sikora@keybank.com
KEY MEDIA	INVESTOR
NEWSROOM: www.key.com/newsroom	RELATIONS: www.key.com/ir

KEYCORP ANNOUNCES AMENDMENT TO ITS RETAIL TRUST

PREFERRED EXCHANGE OFFER

CLEVELAND, July 22, 2009 – KeyCorp (NYSE: KEY) today announced an amendment to its previously announced offer to exchange (the “Exchange Offer”) common shares of KeyCorp for any and all trust preferred securities of KeyCorp Capital V and KeyCorp Capital VI, and any and all enhanced trust preferred securities of KeyCorp Capital VIII, KeyCorp Capital IX and KeyCorp Capital X (collectively referred to as the “Trust Preferred Securities”). KeyCorp is amending the Exchange Offer to reduce the amount of Trust Preferred Securities that will be accepted for exchange from $1,740,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities to a maximum total of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities. The maximum number of KeyCorp common shares that may be issued in the Exchange Offer remains unchanged at 158,518,835 shares. As of July 21, 2009, prior to the end of the Early Tender Period, holders of approximately $534 million aggregate liquidation preference of Trust Preferred Securities had indicated that they would be tendering Trust Preferred Securities in the Exchange Offer. Trust Preferred Securities that have been validly tendered but not accepted for purchase will be promptly returned to the tendering holder after the expiration date.

If upon expiration of the Exchange Offer KeyCorp receives in excess of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities, KeyCorp will determine the liquidation preference of Trust Preferred Securities that will be accepted from each tendering holder in the Exchange Offer on a pro rata basis (based upon the proportion the Trust Preferred Securities to be accepted for exchange bears to the total number of Trust Preferred Securities validly tendered by all tendering holders). All other terms of the Exchange Offer remain unchanged. The Early Tender Period for the Trust Preferred Exchange Offer expired at 11:59 p.m., New York City time, on July 21, 2009, and has not been extended. The Final Tender Period and the Exchange Offer will expire at 11:59 p.m., New York City time, on August 4, 2009 (unless otherwise extended or terminated by KeyCorp).

The complete terms and conditions of the Exchange Offer are set forth in the Prospectus dated July 7, 2009 (the “Prospectus”) and the related letter of transmittal which were sent to registered holders of the Trust Preferred Securities. All capitalized terms used but not defined in this press release shall have the meanings ascribed to them in the Prospectus. Holders are urged to read the Prospectus and the letter of transmittal carefully. Consummation of the Exchange Offer is subject to, and conditioned upon, the satisfaction or, where applicable, waiver of certain conditions set forth in the Prospectus. KeyCorp may further amend, extend or terminate the Exchange Offer at any time.

Morgan Stanley is the sole arranger and lead manager for the Exchange Offer, and Morgan Stanley, UBS Investment Bank, Citi and Wells Fargo Securities are acting as dealer managers. In addition, Morgan Stanley is KeyCorp’s capital advisor on all of its capital execution plans related to the SCAP. The complete terms and conditions of the Exchange Offer are set forth in the Prospectus and letter of transmittal that were sent to holders of the Trust Preferred Securities, as amended hereby. Holders are urged to read the Exchange Offer documents, including the amendment described herein, carefully. This press release is neither an offer to purchase nor a solicitation to buy any shares of the securities, nor is it a solicitation for acceptance of the Exchange Offer. KeyCorp is making the Exchange Offer only by, and pursuant to the terms of, the Prospectus and the related letter of transmittal, as amended hereby. The Exchange Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of KeyCorp or its affiliates, the trustees of the capital trusts, the exchange agent, the information agent, the financial advisors or the capital advisor is making any recommendation as to whether or not holders should tender their Trust Preferred Securities in connection with the Exchange Offer.

Copies of the Prospectus and letter of transmittal may also be obtained from D.F. King & Co., Inc., the information agent at (800) 431-9633 or, for bankers and brokers, at (212) 269-5550 (Collect). The Exchange Agent for the Exchange Offer is Computershare Trust Company, N.A., available at (781) 575-2332. KeyCorp has filed a registration statement (including the Prospectus) for this Exchange Offer with the Securities and Exchange Commission (“SEC”). Before you invest you should read the Prospectus in the registration statement and other documents that KeyCorp has filed with the SEC for more complete information about KeyCorp and the Exchange Offer. You may obtain these documents for free at the SEC’s website, www.sec.gov. You may also obtain these documents by contacting KeyCorp, Investor Relations, at (216) 689-4221 or by email at KeyCorp_Capital_Exchange@KeyBank.com.

Cleveland-based KeyCorp is one of the nation’s largest bank-based financial services companies, with assets of approximately $98 billion. BusinessWeek Magazine named Key the top bank in its Customer Service Champ 2009 edition, ranking Key 11^th out of the top 25 companies that include many known for their customer service acumen. 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.

This press release contains information that we believe constitute “forward-looking statements” about our financial condition, results of operations, asset quality trends and profitability. 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 KeyCorp’s control. KeyCorp’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 may cause actual results to differ materially include, among other things: (1) adverse capital markets conditions and the inability to raise equity and other funding required by our regulators or otherwise; (2) further downgrades in our credit ratings; (3) unprecedented volatility in the stock markets, public debt markets and other capital markets, including continued disruption in the fixed income markets; (4) changes in interest rates; (5) changes in trade, monetary or fiscal policy; (6) changes in foreign exchange rates, equity markets ad the financial soundness of other unrelated financial companies; (7) asset price deterioration which has had (and may continue to have) a negative effect on the valuation of certain asset categories represented on KeyCorp’s balance sheet; (8) continuation of the recent deterioration in general economic conditions, or in the condition of the local economies or industries in which we have significant operations or assets, which could, among other things, materially impact credit quality trends and our ability to generate loans; (9) continued disruption in the housing markets and related conditions in the financial markets; (10) increased competitive pressure among financial services companies due to the recent consolidation of competing financial institutions and the conversion of certain investment banks to bank holding companies; (11) heightened legal standards and regulatory practices, requirements or expectations; (12) the inability to successfully execute strategic initiatives designed to grow revenues and/or manage expenses; (13) increased FDIC deposit insurance premiums; (14) difficulty in attracting and/or retaining key executives and/or relationship managers; (15) consummation of significant business combinations or divestitures; (16) operational or risk management failures due to technological or other factors; (17) changes in accounting or tax practices or requirements; (18) new legal obligations or liabilities or unfavorable resolution of litigation; and (19) disruption in the economy and general business climate as a result of terrorist activities or military actions.

For additional information on KeyCorp and the factors that could cause KeyCorp’s actual results or financial condition to differ materially from those described in the forward-looking statements consult KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2008, and subsequent filings with the Securities and Exchange Commission available on the Securities and Exchange Commission’s website (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. We do not assume any obligation to update these forward-looking statements.

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