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: CAMPBELL EDWARD P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Common Shares	M	82	—	Acquired	6812	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-01	Deferred Shares	$0	A	2390	Acquired		Common Shares (2390)	Direct
2013-10-01	Deferred Shares	$0	M	82	Disposed	2013-10-01	Common Shares (82)	Direct

Footnotes

F1: Deferred Shares were converted into Common Shares on a one to one basis and distributed pursuant to the Directors' Deferred Compensation Plan.

F2: 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.

F3: Under the terms of the Directors' Deferred Compensation Plan, payment of the Deferred Shares has been deferred until the earlier of October 1, 2021 or the death of the participant.

F4: Includes approximately 457 dividend-equivalent Deferred Shares accrued in September 2013, and approximately 8,723 Directors' Deferred Share Plan Deferred Shares which the participant elected to further defer into the Directors' Deferred Compensation Plan in July 2013.