KEYCORP /NEW/ — Director's Dealing 2011

Oct 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2011-09-30

Reporting Person: WEEDEN JEFFREY B (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-30	Phantom Shares	$0	A	1716	Acquired	2011-09-30	Common Shares (1716)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	438335	Direct
Common Shares	6647	Indirect

Footnotes

F1: As of December 31, 2010.

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

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