Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2020, the KeyCorp Board of Directors elected Todd J. Vasos to the Board of Directors. Mr. Vasos currently serves as the Chief Executive Officer of Dollar General Corporation, a role he has held since June 2015.

The election of Mr. Vasos increases the size of KeyCorp's Board of Directors to 13 members. Mr. Vasos will serve as a member of the Compensation and Organization Committee and the Technology Committee. As is true for all non-employee KeyCorp Directors, Mr. Vasos will be entitled to director compensation consisting of a cash retainer and stock-based compensation, as more fully described in KeyCorp's 2020 Proxy Statement.

Mr. Vasos is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

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