KEYCORP /NEW/ — Director's Dealing 2010

Apr 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2010-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-01	Common Shares	M	9151	$7.75	Acquired	795614	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-31	Phantom Shares	$0	A	1245	Acquired	2010-03-31	Common Shares (1245)	Direct
2010-04-01	Phantom Shares	$7.75	M	9151	Disposed	2010-04-01	Common Shares (9151)	Direct
2010-04-01	Phantom Shares	$7.75	F	2924	Disposed	2010-04-01	Common Shares (2924)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	119286	Indirect

Footnotes

F1: As of December 31, 2009.

F2: Company match in connection with deferral into Deferred Savings Plan.

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

F4: Shares remaining in Automatic Deferral Plan after distribution and tax withholding.