KEYCORP /NEW/ — Director's Dealing 2011

Jan 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2010-12-31

Reporting Person: WEEDEN JEFFREY B (SEVP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-31	Phantom Shares	$0	A	1150	Acquired	2010-12-31	Common Shares (1150)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	446503	Direct
Common Shares	6668	Indirect

Footnotes

F1: As of September 30, 2010.

F2: Company match in connection with deferral into Deferred Savings Plan.

F3: Conversion to common shares is on a one to one basis.