KEYCORP /NEW/ — Director's Dealing 2009

Jan 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2008-12-31

Reporting Person: Harris Paul N (EVP, Gen. Counsel & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-31	Phantom Shares	$0	A	1218	Acquired	2008-12-31	Common Shares (1218)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	43325	Direct
Common Shares	10849	Indirect

Footnotes

F1: As of September 30, 2008.

F2: Deferral into Deferred Savings Plan.

F3: Conversion to common shares is on a one to one basis.