KEYCORP /NEW/ — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2005-02-15

Reporting Person: WEEDEN JEFFREY B (SEVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-15	common shares	A	9620	—	Acquired	52536	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-15	phantom shares	$0	A	9620	Acquired	2008-02-15	common shares (9620)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	5317	Indirect

Footnotes

F1: Award of restricted stock.

F2: As of 12/31/2004.

F3: Performance shares payable in cash.