KEYCORP /NEW/ — Director's Dealing 2013

Oct 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-10-01

Reporting Person: COOLEY CHARLES P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-01	Deferred Shares	$0	A	1667	Acquired		Common Shares (1667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1000	Direct

Footnotes

F1: Under Directors' Deferred Compensation Plan, director's fees were deferred into a Deferred Share account which shares are convertible into Common Shares on a one to one basis.

F2: Under the terms of the Directors' Deferred Compensation Plan, payment of the Deferred Shares has been deferred until the earlier of January 1, 2021 or the death of the participant.

F3: Includes approximately 50 dividend-equivalent Deferred Shares accrued in September 2013.