KEYCORP /NEW/ — Director's Dealing 2008

Jul 28, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2008-07-25

Reporting Person: Dallas H James (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-25	Phantom Shares	$11.16	A	6272	Acquired	2011-07-25	Common Shares (6272)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	23061	Direct

Footnotes

F1: Phantom Shares are awarded under Deferred Share Plan and payable one half in cash and one half in Common Shares.