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: Koehler William R (President, Key Community Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Shares	A	30075	—	Acquired	71671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Option to Buy	$9.26	A	46261	Acquired	2021-03-04	Common Shares (46261)	Direct
2011-03-04	Phantom Shares	$9.26	A	22030	Acquired	2014-03-04	Common Shares (22030)	Direct
2011-03-04	Phantom Shares	$0	A	1404	Acquired	2011-03-04	Common Shares (1404)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8611	Indirect

Footnotes

F1: As of December 31, 2010.

F2: Options vest in three annual installments

F3: Performance Shares payable in cash.

F4: Company match in connection with deferral into Deferred Savings Plan.

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