Obligation Keystone 5.1% ( US49326EED13 ) en USD

Keystone

100 % ▼

Etas-Unis

US49326EED13 ( en USD )

5.1% par an ( paiement semestriel )

24/03/2021 - Obligation échue

Prospectus brochure de l'obligation KeyCorp US49326EED13 en USD 5.1%, échue

1 000 USD

1 000 000 000 USD

49326EED1

N/A

KeyCorp est une société de services financiers américaine offrant des services bancaires, de gestion de patrimoine et d'investissement à des particuliers et des entreprises.

L'Obligation émise par Keystone ( Etas-Unis ) , en USD, avec le code ISIN US49326EED13, paye un coupon de 5.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/03/2021

e424b5
424B5 1 l42135be424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum

Amount of

aggregate

registration

Title of each class of securities to be registered

offering price

fee

$1,000,000,000 5.100% Senior Medium-Term Notes, due March 24, 2021

$1,000,000,000

$116,100(1)

(1) Calculated in accordance with Rule 457(r) of the Securities Act, as amended.
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-151608

PRICING SUPPLEMENT
(To Prospectus dated June 12, 2008 and
Prospectus Supplement dated June 20, 2008)

Senior Medium-Term Notes, Series I
$1,000,000,000
5.100% Senior Notes, due March 24, 2021

This pricing supplement describes the series of our senior notes that will be issued under our medium-term note program, Series I.
We refer to our 5.100% senior notes, due March 24, 2021 as the "notes." This pricing supplement supplements the terms and conditions
in the prospectus, dated June 12, 2008, as supplemented by the prospectus supplement, dated June 20, 2008 (as so supplemented,
together with all documents incorporated by reference, the "Prospectus"), which should be read together with this pricing supplement.
The notes are unsecured and rank equally with all of our other unsecured and senior indebtedness outstanding from time to time. We do
not intend to list any series of the notes on any securities exchange.

The notes will mature on March 24, 2021, and will be issued in minimum denominations of $1,000 and any larger amount that is a
whole multiple of $1,000. Interest on the notes will accrue from March 24, 2011. We will pay interest on the notes semiannually in
arrears on March 24 and September 24 of each year, beginning September 24, 2011. Interest will be paid to the persons in whose name
the notes are registered at the close of business on March 9 and September 9 preceding each interest payment date, whether or not a
business day. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. If the maturity date or an
interest payment date for the notes is not a business day, we will pay principal, premium, if any, and interest for the notes on the next
business day, and no interest will accrue from and after the maturity date or interest payment date. The notes are not subject to
redemption or repayment prior to maturity. The notes will not be subject to any sinking fund.

We intend to use the net proceeds of this offering, the net proceeds of our recently commenced offering of our common shares, par
value $1.00 per share ("Common Shares"), described under "Recent Developments -- Common Equity Offering" ("common equity
offering"), and other available funds to repurchase all $2.5 billion of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par
value $1.00 per share, with a liquidation preference of $100,000 per share ("Series B Preferred Stock"), that we issued to the United
States Department of the Treasury (the "U.S. Treasury") as part of its TARP Capital Purchase Program (the "CPP"). Our repurchase of
our Series B Preferred Stock will take place at such time as the U.S. Treasury authorizes such repurchase. See "Use of Proceeds."
Although we intend to use the net proceeds of this offering, the net proceeds of the common equity offering, and other available funds to
repurchase our Series B Preferred Stock, the consummation of this offering is not conditioned upon the consummation of the common
equity offering or the repurchase.

Investing in the notes involves risk. See "Risk Factors" beginning on page S-3 of the accompanying prospectus supplement
for certain information relevant to an investment in the notes, and the discussion of risk factors contained in our annual,
quarterly and current reports filed with the Securities and Exchange Commission (the "SEC") under the Securities Exchange
Act of 1934, which are incorporated by reference into this Prospectus.
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The notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not
insured or guaranteed by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency.

None of the SEC, any state securities commission, the FDIC, the Board of Governors of the Federal Reserve System (the
"Federal Reserve") or any other regulatory body have approved or disapproved of the notes or passed upon the adequacy or
accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

Per Note(1)
Total

Public offering price

99.907% $999,070,000
Agents' commissions

0.450% $
4,500,00
Proceeds (before expenses) to KeyCorp

99.457% $994,570,000

(1) Plus accrued interest, if any, from March 24, 2011, if settlement occurs after that date.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct
participants, including Euroclear and Clearstream, on or about March 24, 2011.

Joint Bookrunners

J.P. Morgan
KeyBanc Capital Markets
Morgan Stanley

Senior Co-Managers

Deutsche Bank Securities
Goldman, Sachs & Co.
UBS Investment Bank

Co-Managers

BofA Merrill Lynch
Barclays Capital
Citi
Credit Suisse

Junior Co-Managers

Keefe, Bruyette & Woods
Sandler O'Neill + Partners, L.P.

March 21, 2011

TABLE OF CONTENTS

Pricing Supplement

Page

About This Pricing Supplement
PS-1
Recent Developments
PS-1
Use of Proceeds
PS-3
Material United States Tax Considerations
PS-4
Supplemental Information Concerning the Plan of Distribution (Conflicts of Interest)
PS-5
Validity of Securities
PS-7

Prospectus Supplement

Page

About This Prospectus Supplement

ii
Summary
S-1
Risk Factors
S-3
Forward-Looking Statements
S-7
Selected Consolidated Financial Information
S-8
KeyCorp
S-10
Use of Proceeds
S-11
Description of Notes
S-12
Special Provisions Relating to Foreign Currency Notes
S-40
Material United States Tax Considerations
S-42
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Plan of Distribution
S-52
Certain ERISA Considerations
S-53
Validity of the Notes
S-54
Experts
S-54

Prospectus

Page

Where You Can Find More Information
1
Consolidated Earnings Ratios
2
Validity of Securities
2
Experts
2
Table of Contents

ABOUT THIS PRICING SUPPLEMENT

You should rely only on the information contained or incorporated by reference in this pricing supplement. We have not,
and the agents have not, authorized any person to provide you with different or inconsistent information. If anyone provides you
with different or inconsistent information, you should not rely on it in making a decision about whether to invest in the notes.
We are not, and the agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this pricing supplement, the accompanying prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein is accurate only as of
their respective dates. Our business, financial condition, results of operations and prospects may have changed since such dates.

Because the notes are part of a series of our debt securities called Medium-Term Notes, Series I, this pricing supplement,
the accompanying prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein
and therein should be read together. Terms used but not defined in this pricing supplement have the meanings given them in the
accompanying prospectus supplement or the accompanying prospectus, unless the context requires otherwise. If there is any
inconsistency between the information in this pricing supplement and the accompanying prospectus supplement or prospectus,
you should rely on the information in this pricing supplement. Unless otherwise indicated or unless the context requires
otherwise, all references in this pricing supplement to "we," "us," "our" or similar references mean KeyCorp and its
consolidated subsidiaries.

RECENT DEVELOPMENTS

Anticipated Repurchase of Our Series B Preferred Stock

In November 2008, as part of the CPP, we issued 25,000 shares of our Series B Preferred Stock to the U.S. Treasury
pursuant to a Letter Agreement dated November 14, 2008, and the Securities Purchase Agreement -- Standard Terms attached
thereto (the "Securities Purchase Agreement") for an aggregate purchase price of $2.5 billion. In connection with purchasing
our Series B Preferred Stock, the U.S. Treasury also received a warrant to purchase 35,244,361 of our Common Shares at an
initial per share exercise price of $10.64 (the "Warrant"), subject to certain adjustments, which expires ten years from the
issuance date, and we agreed to provide the U.S. Treasury with registration rights covering the Warrant and the underlying
Common Shares. Following completion of this offering and the common equity offering described in "-- Common Equity
Offering" below, we intend to repurchase all 25,000 shares of our Series B Preferred Stock issued to the U.S. Treasury at such
time as the U.S. Treasury authorizes it; such repurchase will be made at an aggregate purchase price of $2.5 billion plus accrued
and unpaid dividends to the date of repurchase. We will use the net proceeds of this offering, the net proceeds of the common
equity offering, and other available funds for the repurchase of our Series B Preferred Stock. See "Use of Proceeds" below.

In the period in which we repurchase our Series B Preferred Stock, we will accelerate the amortization of the issuance
discount on our Series B Preferred Stock and record a corresponding reduction in retained earnings, which may impact earnings
per Common Share (i.e., reduce net income available to holders of our Common Shares in an amount equal to the issuance
discount accelerated). The issuance discount is due to the carrying value of our Series B Preferred Stock being less than its
liquidation value, as the carrying value of our Series B Preferred Stock is based on its fair value at issuance. As of
December 31, 2010, the amount of the issuance discount on our Series B Preferred Stock was $53.26 million. Following
completion of this offering and repurchase of our Series B Preferred Stock, and taking into account the common equity offering
and other adjustments including our deferred tax asset, we expect that our pro forma Tier 1 risk-based capital and Tier 1
common equity ratios will be 12.75% and 10.08%, based on the December 31, 2010 ratios of 15.16% and 9.34%, respectively.
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PS-1
Table of Contents
Common Equity Offering

On March 18, 2011, we commenced and priced a separate registered public offering of 70,621,470 of our Common Shares
at a price to the public of $8.85 per share, or $625,000,010 in aggregate gross proceeds. The underwriters may also purchase up
to an additional 7,062,147 of our Common Shares at a price to the public of $8.85 per share within 30 days to cover over-
allotments, if any. The common equity offering is scheduled to be consummated on March 23, 2011, subject to satisfaction of
certain standard conditions to closing set forth in the underwriting agreement for that offering. We intend to use the proceeds
from the common equity offering, this offering, and other available funds to enable us to proceed with our proposed repurchase
of our Series B Preferred Stock. Neither the consummation of this offering of notes nor the common equity offering is
conditioned on the other. This pricing supplement is not an offer to sell any such Common Shares; any offer to sell such
Common Shares will be made only by a separate prospectus supplement.

Supervisory Capital Assessment Program

In November 2010, the Federal Reserve issued Revised Temporary Addendum to Supervisory Letter SR 09-4 (the
"Revised Addendum"). The Revised Addendum outlines specific criteria the Federal Reserve will consider when evaluating
proposed capital actions by the 19 largest U.S. banking institutions that participated in the Federal Reserve's Supervisory
Capital Assessment Program ("SCAP"), including KeyCorp ("SCAP BHCs"), including actions such as increasing dividends,
implementing common stock repurchase programs, or redeeming or repurchasing capital instruments more broadly. The
Revised Addendum requires the Federal Reserve to assess the capital adequacy of SCAP BHCs based upon a review of each
SCAP BHC's comprehensive capital plan, which we submitted to the Federal Reserve and the Office of the Comptroller of the
Currency on January 7, 2011.

Based upon communications with the Federal Reserve in conjunction with its assessment of our comprehensive capital
plan, we anticipate that, upon completion of this offering and our common equity offering, we will have sufficient capital to
repurchase our Series B Preferred Stock held by the U.S. Treasury and either repurchase the Warrant, whether directly from the
U.S. Treasury or if and when the U.S. Treasury auctions the Warrant, or repurchase our Common Shares in an amount expected
to be sufficient to offset the estimated dilution to our equity that would occur if the Warrant were exercised.
PS-2
Table of Contents

USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $994,270,000, after deducting estimated expenses
and underwriting discounts and commissions.

Based upon communications with the Federal Reserve in conjunction with its assessment of our comprehensive capital
plan, we anticipate that, upon completion of this offering and our common equity offering, we will have sufficient capital to
repurchase our Series B Preferred Stock held by the U.S. Treasury. Accordingly, we intend to notify the U.S. Treasury of our
intent to repurchase all of the 25,000 outstanding shares of our Series B Preferred Stock. If permitted to do so, we expect to fund
any such repurchase with the net proceeds of this offering, the net proceeds of our common equity offering, and $975 million of
other available funds. See "Summary -- Recent Developments -- Common Equity Offering" above. We would repurchase our
Series B Preferred Stock at its $100,000 per share liquidation preference, plus accrued and unpaid dividends. Although we
anticipate that we will be permitted to repurchase our Series B Preferred Stock following consummation of this offering and the
common equity offering, there can be no assurance that we will be authorized by the U.S. Treasury to repurchase our Series B
Preferred Stock.

While we intend to use the net proceeds of this offering, the net proceeds of our common equity offering, and other
available funds to repurchase our Series B Preferred Stock, the consummation of this offering is not conditioned upon the
consummation of the debt offering or repurchase.

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If we do not repurchase our Series B Preferred Stock, we will use the net proceeds of the sale of the notes for general
corporate purposes.

Upon completion of any repurchase of our Series B Preferred Stock, we may seek to repurchase the Warrant issued to the
U.S. Treasury, whether directly from the U.S. Treasury or if and when the U.S. Treasury auctions the Warrant. Alternatively,
we may decide not to or be unable to repurchase the Warrant. In such event, we may choose (but are not required) to repurchase
our Common Shares in an amount sufficient to offset the estimated dilution to our equity that would occur if the Warrant were
exercised. If we do not repurchase the Warrant, the U.S. Treasury may exercise the Warrant or sell the Warrant to third parties.
Any such repurchase of the Warrant or our Common Shares would be subject to the approval of our federal bank regulators.
PS-3
Table of Contents

MATERIAL UNITED STATES TAX CONSIDERATIONS

For a brief description of the tax effects of an investment in the notes, see "Material United States Tax Considerations" on
page S-42 of the accompanying prospectus supplement. The following supplements the discussion contained therein.

Please see the discussion under "Material United States Taxation Considerations -- Backup Withholding and Information
Reporting" of the accompanying prospectus supplement for a description of the applicability of the backup withholding and
information reporting rules to payments made on the notes. In addition, pursuant to recently enacted legislation, payments on the
notes made to corporate U.S. holders after December 31, 2011 may be subject to information reporting and backup
withholding.

For taxable years beginning after December 31, 2012, a U.S. holder that is an individual or estate, or a trust that does not
fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% Medicare tax on the lesser of (1) the
U.S. holder's "net investment income" for the relevant taxable year and (2) the excess of the U.S. holder's modified adjusted
gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and
$250,000, depending on the individual's circumstances). A holder's net investment income will generally include its interest
income and its net gains from the disposition of notes, unless such interest income or net gains are derived in the ordinary
course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities).
If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the
applicability of the Medicare tax to your income and gains in respect of your investment in the notes.
PS-4
Table of Contents

SUPPLEMENTAL INFORMATION CONCERNING THE
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

On March 21, 2011, we entered into an agreement with the agents identified below for the purchase and sale of the notes.
We have agreed to sell to each of the agents, and each of the agents has agreed to purchase from us, the principal amount of the
notes shown opposite its name below, at the public offering price set forth above.

Principal

Name

Amount

J.P. Morgan Securities LLC
$
300,000,000
Morgan Stanley & Co. Incorporated

250,000,000
KeyBanc Capital Markets Inc.

250,000,000
Deutsche Bank Securities Inc.

36,700,000
Goldman, Sachs & Co.

36,700,000
UBS Securities LLC

36,700,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

20,000,000
Barclays Capital Inc.

20,000,000
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Citigroup Global Markets Inc.

20,000,000
Credit Suisse Securities (USA) LLC

20,000,000
Keefe, Bruyette & Woods, Inc.

5,000,000
Sandler O'Neill & Partners, L.P.

5,000,000

Total
$ 1,000,000,000

The agents may sell the notes to certain broker-dealers at the public offering price, less a concession which will not exceed
the percentage of their principal amount set forth below. The agents and those broker-dealers may resell the notes to other
broker-dealers at a reallowance discount which will not exceed the percentage of their principal amount set forth below.

Concession
0.300%
Reallowance discount
0.125%

After the initial offering of the notes, these concessions and reallowance discounts may change.

We estimate that the total offering expenses for the notes, excluding the agents' commissions, will be approximately
$300,000.

Sales outside the United States

Other than in the United States, no action has been taken by us or the agents that would permit a public offering of the
notes offered by this pricing supplement in any jurisdiction where action for that purpose is required. The notes offered by this
pricing supplement may not be offered or sold, directly or indirectly, nor may this pricing supplement or any other offering
material or advertisements in connection with the offer and sale of any such notes be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that
jurisdiction. Persons into whose possession this pricing supplement comes are advised to inform themselves about and to
observe any restrictions relating to the offering and the distribution of this pricing supplement. This pricing supplement does not
constitute an offer to sell or a solicitation of an offer to buy the notes offered by this pricing supplement in any jurisdiction in
which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State"), an offer to the public of the notes that are the subject of the
PS-5
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offering contemplated by this pricing supplement may not be made in that Relevant Member State, except that an offer to the
public in that Relevant Member State of any notes may be made at any time under the following exemptions under the
Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity that is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD
Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive, subject to obtaining the prior consent of the agents for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of
notes shall result in a requirement for the publication by us or any agent of a prospectus pursuant to Article 3 of the
Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and any notes
to be offered so as to enable an investor to decide to purchase any notes, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.

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United Kingdom

Each agent has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated
an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services
and Markets Act 200 (the "FSMA")) received by it in connection with the issue or sale of the notes in circumstances in
which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the notes in, from or otherwise involving the United Kingdom.

Hong Kong

The notes may not be offered or sold by means of any document other than (1) in circumstances which do not constitute an
offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (2) to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder, or (3) in other circumstances which do not result in the document being a "prospectus" within the meaning of the
Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may
be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted
to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan

The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the
Financial Instruments and Exchange Law), and each agent has agreed that it will not offer or sell any securities, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as
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used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or
to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.

Singapore

This pricing supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,
this pricing supplement and any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an institutional
investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (2) to a relevant person, or
any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or
(3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is
not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares
and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months
after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under
Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the
conditions, specified in Section 275 of the SFA, (2) where no consideration is given for the transfer, or (3) by operation of law.

Conflicts of Interest

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Because KeyBanc Capital Markets Inc., our affiliate, is a joint book-running manager, this offering is being conducted in
compliance with FINRA Rule 5121. Pursuant to that rule, the appointment of a qualified independent underwriter is not
necessary in connection with this offering. KeyBanc Capital Markets Inc. is not permitted to sell notes in this offering to
accounts over which it exercises discretionary authority without the prior specific written approval of the account holder.

VALIDITY OF SECURITIES

The validity of the notes offered hereby will be passed upon for us by Squire, Sanders & Dempsey (US) LLP, Cleveland,
Ohio, and for the agents by Sullivan & Cromwell LLP, New York, New York. Sullivan & Cromwell LLP will rely upon the
opinion of Squire, Sanders & Dempsey (US) LLP as to matters of Ohio law. Sullivan & Cromwell LLP regularly performs
legal services for us and our subsidiaries.
PS-7
Table of Contents
Filed Pursuant To Rule 424(b)(5)
Registration No. 333-151608

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 12, 2008)

KeyCorp

Senior Medium-Term Notes, Series I
Subordinated Medium-Term Notes, Series J
Due 9 Months or More from Date of Issue

We may use this prospectus supplement to offer our medium-term notes from time to time. The specific terms of each note
offered will be included in a pricing supplement. Unless the applicable pricing supplement specifies otherwise, they will have the
following general terms:

· Ranking as our senior or subordinated indebtedness

· Stated maturities of 9 months or more from date of issue

· Redemption and/or repayment provisions, whether mandatory, at our option, at the option of the holders or none at all

· Payments in U.S. dollars or one or more foreign currencies

· Book-entry (through The Depository Trust Company) or certificated form

· Interest payments on fixed rate notes on each June 15 and December 15

· Interest payments on floating rate notes on a monthly, quarterly, semiannual or annual basis

· Interest at fixed or floating interest rates or as zero coupon notes without cash interest. We may base the floating interest rate
on one or more of the following indices plus or minus a spread and/or multiplied by a spread multiplier, or such other interest
basis or interest rate formula as we may specify in the applicable pricing supplement:

· CD Rate
· EURIBOR
· CMS Rate
· Federal Funds Rate
· CMT Rate
· LIBOR
· Commercial Paper Rate
· Prime Rate
· Eleventh District Cost of Funds Rate
· Treasury Rate

· The notes may be issued at a discount from the principal amount payable at maturity, resulting in then constituting original
issue discount notes

We will specify the final terms for each note in the applicable pricing supplement, which may be different from the terms
described in this prospectus supplement.

These notes are our obligations and will not be savings accounts or other obligations of our bank or nonbank subsidiaries. These
notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The notes are not secured.
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Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-3 for certain information relevant to an
investment in the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement, the accompanying prospectus or any pricing supplement is truthful or complete.
Any representation to the contrary is a criminal offense.

We may sell the notes to the agents listed below as principals for resale at varying or fixed offering prices or through the agents
using their reasonable best efforts on our behalf. We may also sell notes directly to investors on our own behalf or appoint other
agents. If we use agents, commissions payable in respect of sales of notes will be specified in the applicable pricing supplement.

Citi

Banc of America Securities LLC
Credit Suisse
Deutsche Bank Securities
Goldman, Sachs & Co.
HSBC
JPMorgan
Keefe, Bruyette & Woods
KeyBanc Capital Markets
Lehman Brothers
Merrill Lynch & Co.
Morgan Stanley
UBS Investment Bank
Wachovia Securities

June 20, 2008
Table of Contents

You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any pricing supplement. We have not, and the Agents have not, authorized any other person to
provide you with different or additional information. If anyone provides you with different or additional information, you should
not rely on it. We are not, and the Agents are not, making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any pricing supplement is accurate as of its date only. Our business, financial
condition, results of operations and prospects may have changed since that date.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to "we,"
"us," "our" or similar references mean KeyCorp.

TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement

ii
Summary
S-1
Risk Factors
S-3
Forward-Looking Statements
S-7
Selected Consolidated Financial Information
S-8
KeyCorp
S-10
Use of Proceeds
S-11
Description of Notes
S-12
Special Provisions Relating to Foreign Currency Notes
S-40
Material United States Tax Considerations
S-42
Plan of Distribution
S-52
Certain ERISA Considerations
S-53
Validity of the Notes
S-54
Experts
S-54

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Prospectus

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Where You Can Find More Information
1
Consolidated Earnings Ratios
2
Validity of Securities
2
Experts
2
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement sets forth certain terms of the notes that we may offer, and it supplements the general
information contained in the accompanying prospectus. This prospectus supplement supersedes the accompanying prospectus to
the extent that it contains information which differs from the information in the accompanying prospectus.

Each time we issue notes, we will provide a pricing supplement to this prospectus supplement. The pricing supplement will
contain the specific description of the notes that we are offering and the terms of the offering. The pricing supplement will
supersede this prospectus supplement or the accompanying prospectus to the extent that it contains information which differs
from the information contained in this prospectus supplement or the accompanying prospectus.

In making your investment decision, it is important for you to read and consider all information contained in this
prospectus supplement and in the accompanying prospectus and the applicable pricing supplement. You should also read and
consider the information contained in the documents identified under the heading "Where You Can Find More Information" of
the accompanying prospectus.
ii
Table of Contents

SUMMARY

This section summarizes the legal and financial terms of the notes that are described in more detail in "Description of
Notes" beginning on page S-12. Final terms of any particular notes will be determined at the time of sale and will be contained
in the pricing supplement relating to those notes. The terms in that pricing supplement may vary from and supersede the terms
contained in this summary and in "Description of Notes." This summary is not complete and does not contain all the
information that you should consider before investing in the notes. You should read this entire prospectus supplement and the
accompanying prospectus carefully, especially the risks of investing in the notes set forth under the caption "Risk Factors"
beginning on page S-3, to determine whether an investment in the notes is appropriate for you.

Issuer
KeyCorp.

Description
Senior Medium-Term Notes, Series I, and Subordinated Medium-Term Notes,
Series J.

Amount
We may issue an unspecified amount of notes in connection with these series.
The notes will not contain any limitations on our ability to issue additional
indebtedness with terms similar to the notes or otherwise.

Denominations
Unless otherwise stated in the applicable pricing supplement, the minimum
denomination of the notes will be $1,000 and any larger amount that is a whole
multiple of $1,000.

Ranking
The Series I notes will rank equally with all of our other unsecured and
unsubordinated indebtedness that is not accorded a priority under applicable
law. The Series J notes will be subordinated in right of payment to the prior
payment in full of our senior indebtedness and, in certain insolvency events,
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Document Outline

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