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: STEVENS THOMAS G (Director, Vice Chair and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Shares	A	1997	—	Acquired	322566	Direct
2011-02-18	Common Shares	F	896	$9.53	Disposed	321670	Direct
2011-02-20	Common Shares	M	11027	—	Acquired	332697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-20	Restricted Stock Units	$9.53	F	7970	Disposed	2011-02-20	Common Shares (7970)	Direct
2011-02-20	Restricted Stock Units	$	M	11027	Disposed	2011-02-20	Common Shares (11027)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4695	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.