KEYCORP /NEW/ — Director's Dealing 2009

Apr 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2009-03-31

Reporting Person: MEYER HENRY L III (Director, Chair and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-01	Common Shares	M	14112	$7.87	Acquired	437384	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-01	Phantom Shares	$7.87	M	14112	Disposed	2009-04-01	Common Shares (14112)	Direct
2009-04-01	Phantom Shares	$7.87	F	6626	Disposed	2009-04-01	Common Shares (6626)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	117029	Indirect

Footnotes

F1: As of December 31, 2008.

F2: Conversion to common shares is on a one to one basis.

F3: Shares remaining in Automatic Deferral Plan after distribution and tax withholding.