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): September 16, 2011

KeyCorp

(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:

¨ 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))

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

Edward W. Stack has resigned from the KeyCorp Board of Directors effective as of September 16, 2011. Mr. Stack’s resignation was not based on any disagreement with KeyCorp.

A copy of Mr. Stack’s resignation letter is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Edward W. Stack resignation letter, dated September 16, 2011.

2

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: September 16, 2011	/s/ Paul N. Harris
	By:	Paul N. Harris
		General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

[Dick’s Sporting Goods Letterhead]

September 16, 2011

Ms. Beth E. Mooney

Chairman and Chief Executive Officer

Mr. Alexander M. Cutler

Lead Director and Chair of KeyCorp’s

    Nominating and Corporate Governance Committee

c/o KeyCorp

127 Public Square

Cleveland, OH 44114

Re: Resignation from KeyCorp’s Board of Directors

Dear Beth and Sandy:

As we have discussed, over the past several months the increasing demands on my time as Chairman and Chief Executive Officer of Dick’s has made it difficult for me to attend KeyCorp Board and Committee meetings. I do not see that situation changing in the near future. Consequently, it is with regret that I have decided to resign as a KeyCorp Director. I do so with a strong belief in, and support of, Key and with confidence that Key is in excellent hands under Beth’s leadership.

I wish both of you and all the KeyCorp Directors the best.

Very truly yours,

/s/ Edward W. Stack

Edward W. Stack

Chairman & CEO

/vre