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: Morris Robert L (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Option to Buy	$9.26	A	15420	Acquired	2021-03-04	Common Shares (15420)	Direct
2011-03-04	Phantom Shares	$9.26	A	7343	Acquired	2014-03-04	Common Shares (7343)	Direct
2011-03-04	Phantom Shares	$9.26	A	7127	Acquired	2012-03-04	Common Shares (7127)	Direct
2011-03-04	Phantom Shares	$9.26	A	1241	Acquired	2012-03-04	Common Shares (1241)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8238	Direct
Common Shares	14361	Indirect

Footnotes

F1: As of December 31, 2010

F2: Options vest in three annual installments.

F3: Performance Shares payable in cash.

F4: Restricted Stock Units.

F5: Restricted Stock Units vest in four annual installments.

F6: Restricted Stock Units vest in three annual installments.