KeyCorp (KEY)

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KeyCorp (KEY)

May 16, 2013 8:30 am ET


Beth E. Mooney - Chairman, Chief Executive Officer, President, Chairman of Executive Committee, Chairman of Enterprise Risk Management Committee and Member of Executive Council

Paul N. Harris - Executive Vice President, General Counsel, Secretary and Member of Executive Council

Alexander M. Cutler - Lead Director, Chairman of Nominating & Corporate Governance Committee, Member of Executive Committee and Member of Compensation & Organization Committee

Edward Campbell


Michael Mayo - Credit Agricole Securities (USA) Inc., Research Division

Alan Straus


Beth E. Mooney

So good morning. The room is has fallen quiet. So I'm going to go ahead and take that as a sign that we could go ahead and call to order of 2013 Annual Meeting of Shareholders for KeyCorp. Welcome, and thank you for being here this morning. I am Beth Mooney, Chairman and CEO KeyCorp, and we thank you for those who are joining us today via webcast. At the front table with me is Paul Harris, the Secretary of KeyCorp. Paul will explain the formalities of this meeting before we proceed. And at the conclusion of the meeting, we will poll the shareholder for convocation. During the convocation, I will comment on the state and directions of our company. We will then open the floor to your questions. Paul, now I turn the meeting over to you.

Paul N. Harris

Thank you, Beth. As a Secretary of KeyCorp, I have available at this meeting the list of the corporation shareholders of record on March 19, 2013, the record date for today's meeting. A notice of this meeting was duly and properly mailed to shareholders and a certificate to that effect will be filed as part of the records of the meeting. Your Board of Directors has authorized a representative of Computershare Investor Services, our transfer agent, to act as the inspector of the meeting. His duties are: To determine the number of shares of stock represented at the meeting in person and by proxy; to determine the existence of a quorum; to confirm the validity of the proxies; to receive, count and tabulate all votes cast; and to determine and report the voting results. He also -- the inspector will also be filed as part of the records of this meeting.

The inspector has reported to me that we have a quorum present. Therefore, this meeting has been duly convened to transact any business properly brought before it. If you have not yet voted on the proposals described in the proxy statement, please see Michelle Potter, who can provide you with a ballot. Michelle is seated at the inspector's table to my left.

Under KeyCorp's code of regulations, a shareholder must provide advance notice to the Secretary of the corporation of any proposals to be presented to the shareholders or to present any nomine for election as a director at this annual meeting. Because I have not received any such notice within the period prescribed in the code of regulations, no proposal or director nomination from the floor will be accepted at this annual meeting.

The order of business for today's meeting is as follows: First, Beth will introduce the director nominees standing for election. Second, Beth will present KeyCorp's 3 additional proposals. Third, we will address any questions on the proposals. Fourth, we will vote on the proposals. And finally, we will announce the result of the votes. After the formal meeting has concluded, we will, as Beth noted, open our shareholder convocation, in which Beth will share her views on KeyCorp. Beth will then answer general questions concerning Key strategy and performance and the financial services industry in general.

During Beth's remarks and in answering any shareholder questions, Beth may make forward-looking statements about the company's future performance. A cautionary statement regarding forward-looking statements is printed on the back of the brochure you received when you registered for the meeting. It also appears on the slides made available to people viewing the meeting today by webcast. Please carefully review the statement as time allows. It applies to Beth's slides, her remarks and her answers to any shareholder questions.

As you entered the meeting, you received a brochure that specify the rules of conduct for today's meeting. We ask that participants please abide by those rules.

There will be 2 question-and-answer periods, one, limited to the proposals to be voted on today and another at the conclusion of Beth's remarks for general questions regarding Key's strategy and performance. During the question-and-answer period, a Key employee will be positioned in the aisle and will have a microphone for you. We are using microphones because the meeting is being webcast. We ask that you step to the aisle to ask your questions.

In order to facilitate full and fair shareholder participation, we do have a 2-question limit. Questioners are asked to state their names and we ask their questions or comments to be brief. Please direct all questions to Beth, who will determine whether another person should answer the question. That concludes the formalities of the meeting.

Beth E. Mooney

Thank you, Paul. The next order of business is to describe the proposals to be voted on at today's meeting. The first proposal is the election of directors to serve 1-year terms to expire in 2014 Annual Meeting of Shareholders or until their successors are duly elected and qualified. The Board of Directors has established the size of the Board at 12 members. And as I introduce the nominees, I ask each of them to stand and remain standing until all directors have been introduced, and please hold your applause until the end of the introductions. The nominees are all current members of the Board of Directors.

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