KEYCORP /NEW/ — Director's Dealing 2013

Jul 30, 2013

SEC Form 4/A — Form 4/A

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-07-27

Reporting Person: Dallas H James (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-27	Deferred Shares	$	M	8723	Disposed	2013-07-27	Common Shares (8723)	Direct

Footnotes

F1: Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On July 27, 2013, 4,362 of Mr. Dallas's Deferred Shares were settled for cash, and the remaining 4,362 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

F2: These shares were incorrectly reported as withheld in payment of taxes under Transaction Code "F" in a prior filing on July 30, 2013. The Deferred Shares, which converted into Common Shares in accordance with the exemption under Rule 16b-3, are properly reported herein under Transaction Code "M".

F3: Includes approximately 269 dividend-equivalent Deferred Shares accrued through July 2013.