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: 2011-02-18

Reporting Person: MEYER HENRY L III (Director, Chair and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Shares	A	7890	—	Acquired	888390	Direct
2011-02-18	Common Shares	F	3538	$9.53	Disposed	884852	Direct
2011-02-20	Common Shares	M	31507	—	Acquired	916359	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-20	Restricted Stock Units	$9.53	F	22770	Disposed	2011-02-20	Common Shares (22770)	Direct
2011-02-20	Restricted Stock Units	$	M	31507	Disposed	2011-02-20	Common Shares (31507)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	118862	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.