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Director's Dealing 2011

May 23, 2011

30283_dirs_2011-05-23_37d9ff94-3ef5-43be-b38b-6160d9c21a3f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2011-05-19

Reporting Person: WEEDEN JEFFREY B (SEVP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-19	Option to Buy	$8.59	A	162531	Acquired	2021-05-19	Common Shares (162531)	Direct
2011-05-19	Phantom Shares	$8.59	A	73632	Acquired	2014-05-19	Common Shares (73632)	Direct
2011-05-19	Phantom Shares	$8.59	A	147264	Acquired	2014-05-19	Common Shares (147264)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	435252	Direct
Common Shares	6647	Indirect

Footnotes

F1: As of December 31, 2010.

F2: Options vest in four annual installments

F3: Performance Shares payable in cash.

F4: 50% of shares vest on May 19, 2013 and 50% vest on May 19, 2014 but no shares are exercisable until May 19, 2014 and then only if performance targets are met