KEYCORP /NEW/ — Major Shareholding Notification 2009

Feb 13, 2009

SC 13G/A 1 d76098_sc13g-a.htm AMENDMENT NO. 4 TO SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Amendment No. 4

KeyCorp

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(Name of Issuer)

Common Stock (New)

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(Title of Class of Securities)

493267-108

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(CUSIP Number)

December 31, 2008

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-(c)

o Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 493267-108

1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Wilmington Trust Corporation

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1. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP * (a) x (b) o

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1. SEC USE ONLY

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1. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 26,595
6.	SHARED VOTING POWER 26,785,209
7.	SOLE DISPOSITIVE POWER 19,019
8.	SHARED DISPOSITIVE POWER 1,884

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1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,811,804

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1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A o

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1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%

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12.
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 493267-108

1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Wilmington Trust Company, in various fiduciary capacities

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1. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP * (a) x (b) o

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1. SEC USE ONLY

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1. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware banking corporation

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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 5,977
6.	SHARED VOTING POWER 26,785,209
7.	SOLE DISPOSITIVE POWER 2,259
8.	SHARED DISPOSITIVE POWER 1,514

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1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,791,186

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1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A o

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1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%

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12.
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 493267-108

1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Wilmington Trust FSB, in various fiduciary capacities

MARKER FORMAT-SHEET="Para Hang Arabic 10"

1. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP * (a) x (b) o

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1. SEC USE ONLY

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1. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Savings Bank

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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 20,618
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 16,760
8.	SHARED DISPOSITIVE POWER 370

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1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,618

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1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A o

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1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%

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12.
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP 493267-108

Item 1(a). Name of Issuer:

KeyCorp

Item 1(b). Address of Issuer's Principal Executive Offices:

127 Public Square

Cleveland, Ohio 44114

Item 2(a). Name of Person Filing:

Wilmington Trust Corporation, Wilmington Trust Company, and

Wilmington Trust FSB

Item 2(b). Address of Principal Business Office, or if None, Residence:

1100 North Market Street

Wilmington, DE 19890

Item 2(c). Citizenship:

Wilmington Trust Corporation is a Delaware corporation.

Wilmington Trust Company is a Delaware banking corporation and

Wilmington Trust FSB is a Federal Savings Bank.

.

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

493267-108

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a) o Broker or dealer registered under Section 15 of the Exchange Act.

(b) x Bank as defined in Section 3(a)(6) of the Exchange Act.

Wilmington Trust Company, Wilmington Trust FSB and Wilmington

Trust of Pennsylvania are each Banks and are each direct, wholly-

owned subsidiaries of Wilmington Trust Corporation.

(c) o Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) o Investment company registered under Section 8 of the Investment Company Act.

(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

Wilmington Trust Corporation is a Parent Holding Company.

(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) x Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Wilmington Trust Corporation, Wilmington Trust Company, Wilmington Trust FSB and Wilmington Trust of Pennsylvania are a Group.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

Wilmington Trust Corporation: 26,811,804 shares

Wilmington Trust Company: 26,791,186 shares

Wilmington Trust FSB: 20,618 shares

(b) Percent of class:

Wilmington Trust Corporation:	5.4%
Wilmington Trust Company:	5.4%
Wilmington Trust FSB:	0.0%

(c) Number of shares as to which Wilmington Trust Corporation, Wilmington Trust Company and Wilmington Trust FSB:

(i) Sole power to vote or to direct the vote 26,595 shares

(ii) Shared power to vote or to direct the vote 26,785,209 shares

(iii) Sole power to dispose or to direct the disposition of 19,019 shares

(iv) Shared power to dispose or to direct the disposition of 1,884 shares

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Wilmington Trust Company: BK

Wilmington Trust FSB: BK

Item 8. Identification and Classification of Members of the Group.

Wilmington Trust Corporation: HC

Wilmington Trust Company: BK

Wilmington Trust FSB: BK

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 12, 2009 Wilmington Trust Corporation

Wilmington Trust Company

Wilmington Trust FSB

By:

Gerard A. Chamberlain

Assistant Secretary and Vice President