SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gorman Christopher M.

(Last)

(First)

(Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2010

3. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	322,433	D
Common Shares	2,139	I	Savings Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Buy	07/19/2003	07/19/2010	Common Shares	10,000	$18.53	D
Option to Buy	09/20/2003	09/20/2010	Common Shares	15,000	$23	D
Option to Buy	01/17/2004	01/17/2011	Common Shares	5,000	$28.25	D
Option to Buy	01/17/2005	01/17/2012	Common Shares	12,192	$24.61	D
Option to Buy	07/17/2006	07/17/2013	Common Shares	35,000	$25.64	D
Option to Buy	07/23/2007	07/23/2014	Common Shares	45,500	$29.27	D
Option to Buy	07/22/2008	07/22/2015	Common Shares	42,210	$34.4	D
Option to Buy	07/21/2009	07/21/2016	Common Shares	35,714	$36.37	D
Option to Buy	07/20/2010⁽¹⁾	07/20/2017	Common Shares	42,857	$36.2	D
Option to Buy	07/25/2011⁽²⁾	07/25/2018	Common Shares	65,000	$11.16	D
Phantom Shares	03/31/2010	03/31/2010	Common Shares	2,356	⁽³⁾	D
Phantom Shares	⁽⁴⁾	⁽⁴⁾	Common Shares	50,599	⁽³⁾	D

Explanation of Responses:

1. 2/3 of the options have vested and the remaining 1/3 will vest on 7/20/2010.

2. 1/3 of the options became vested on 7/25/2009 and the remaining 2/3 will vest annually on 7/25/2010 and 7/25/2011.

3. Conversion to common shares is on a one to one basis.

4. At retirement.

Remarks:

	Steven N. Bulloch POA for Christopher M. Gorman	03/17/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.