KEYCORP /NEW/ — Director's Dealing 2008

Jul 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2008-07-22

Reporting Person: SANFORD BILL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-22	Common Shares	M	1176	$11.75	Acquired	19015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-22	Phantom Shares	$11.75	M	2353	Disposed	2008-07-22	Common Shares (2353)	Direct

Footnotes

F1: Phantom Shares were distributed under Deferred Share Plan one half in cash and one half in Common Shares.