KEYCORP /NEW/ — Director's Dealing 2011

May 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STEVENS THOMAS G (Director, Vice Chair and CAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-19	Option to Buy	$8.59	A	147299	Acquired	2021-05-19	Common Shares (147299)	Direct
2011-05-19	Phantom Shares	$8.59	A	68248	Acquired	2014-05-19	Common Shares (68248)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	340191	Direct
Common Shares	4695	Indirect

Footnotes

F1: As of December 31, 2010.

F2: Options vest in two annual installments

F3: Performance Shares payable in cash

F4: Shares vest on May 19, 2013 but are not exercisable until May 19, 2014 and then only if performance targets are met