KEYCORP /NEW/ — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2011-02-19

Reporting Person: Morris Robert L (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-19	Common Shares	D	10259	—	Disposed	10067	Direct
2011-02-19	Common Shares	F	1222	$9.53	Disposed	8845	Direct
2011-02-20	Common Shares	D	1899	—	Disposed	6946	Direct
2011-02-20	Common Shares	M	1292	—	Acquired	8238	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-20	Restricted Stock Units	$9.53	F	608	Disposed	2011-02-20	Common Shares (608)	Direct
2011-02-20	Restricted Stock Units	$	M	1292	Disposed	2011-02-20	Common Shares (1292)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	14361	Indirect

Footnotes

F1: As of December 31, 2010

F2: Conversion to common shares is on a one to one basis.

F3: Restricted Stock Units remaining after taxes and distribution.