The reason for the "new key" is that JIRA 4.x has user-based licensing (eg 50-user, 100-user) whereas JIRA 3.x had feature-based licensing (eg Standard, Professional).
If your JIRA license was under active (paid) maintenance at the time that JIRA 4.x was released (October 2009 or later), then you can go to my.atlassian.com and 'convert' your JIRA 3.x license to a JIRA 4.x license.
Here's some information from the Licensing FAQ:
Upgrading JIRA 3.x: We've eliminated the Standard and Professional license editions so that all JIRA users can take advantage of the higher level of flexibility and customization in JIRA Enterprise. If your JIRA license is under active maintenance, you can move to JIRA 4 at no additional cost. To use JIRA 4, you must obtain a new user-based license key. You can select from any of the available user tiers (25, 50, 100, or unlimited users), and this license is valid for the remainder of your existing maintenance period. See our licensing changes FAQ for more details.
No need to pay if you are under active manitenance. But you need a new key. Check out http://www.atlassian.com/software/jira/licensing-changes-faq.jsp#10
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BTW, it does not affect your JIRA instance when you 'convert' your license key format in my.atlassian.com. You can convert the key back to a 3.x compatible version at any time. You can also generate a free developer license key via my.atlassian.com to create a test instance for 4.0 before upgrading your production instance.
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