Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On November 19, 2020, the KeyCorp Board of Directors elected Robin N. Hayes and Devina A. Rankin to the Board of Directors. Mr. Hayes currently serves as the Chief Executive Officer of JetBlue Airways Corporation, a role he has held since February 2015. Ms. Rankin currently serves as Chief Financial Officer of Waste Management Inc., a role she has held since February 2017.

The election of Mr. Hayes and Ms. Rankin increases the size of KeyCorp's Board of Directors to 15 members. Mr. Hayes will serve as a member of the Risk Committee and the Technology Committee. Ms. Rankin will serve as a member of the Audit Committee and the Technology Committee. Additionally, the KeyCorp Board of Directors has designated Ms. Rankin as an audit committee financial expert. Mr. Hayes and Ms. Rankin are both independent directors. Upon Mr. Hayes's and Ms. Rankin's appointments to the Board, the composition of each Board committee is as listed below. All directors serving on these committees are independent directors.



Audit Committee

Richard J. Hipple - Chair

H. James Dallas

Kristen L. Manos

Devina A. Rankin

Compensation and Organization Committee

Barbara R. Snyder - Chair

Bruce D. Broussard

Alexander M. Cutler

Todd J. Vasos

Nominating and Corporate Governance Committee

Alexander M. Cutler - Chair

H. James Dallas

Elizabeth R. Gile

Carlton L. Highsmith

Richard J. Hipple

Barbara R. Snyder

Risk Committee

Elizabeth R. Gile - Chair

Ruth Ann M. Gillis

Robin N. Hayes

Carlton L. Highsmith

David K. Wilson

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Technology Committee

H. James Dallas - Chair

Bruce D. Broussard

Ruth Ann M. Gillis

Robin N. Hayes

Devina A. Rankin

Todd J. Vasos

As is true for all non-employee KeyCorp Directors, Mr. Hayes and Ms. Rankin 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. Hayes and Ms. Rankin are not parties to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

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