KEYCORP /NEW/ — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2011-03-04

Reporting Person: Harris Paul N (EVP, Gen. Counsel & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Option to Buy	$9.26	A	42406	Acquired	2021-03-04	Common Shares (42406)	Direct
2011-03-04	Phantom Shares	$9.26	A	20194	Acquired	2014-03-04	Common Shares (20194)	Direct
2011-03-04	Phantom Shares	$0	A	2001	Acquired	2011-03-04	Common Shares (2001)	Direct
2011-03-04	Phantom Shares	$9.26	A	19600	Acquired	2012-03-04	Common Shares (19600)	Direct
2011-03-04	Phantom Shares	$9.26	A	7296	Acquired	2012-03-04	Common Shares (7296)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	37014	Direct
Common Shares	17400	Indirect

Footnotes

F1: As of December 31, 2010.

F2: Options vest in three annual installments

F3: Performance Shares payable in cash.

F4: Deferral into Deferred Savings Plan.

F5: Conversion to common shares is on a one to one basis.

F6: Restricted Stock Units

F7: Restricted Stock Units vest in four annual installments.

F8: Restricted Stock Units vest in three annual installments.