KEYCORP /NEW/ — Director's Dealing 2011

Jul 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2011-07-25

Reporting Person: SANFORD BILL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-25	Common Shares	M	3284	$8.38	Acquired	24405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-25	Phantom Shares	$8.38	M	6567	Disposed	2011-07-25	Common Shares (6567)	Direct

Footnotes

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