KEYCORP /NEW/ — Director's Dealing 2013

Jul 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Gile Elizabeth R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-29	Common Shares	M	8723	—	Acquired	10023	Direct
2013-07-29	Common Shares	D	4362	$12.40	Disposed	5661	Direct

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 Ms. Gile'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: The settlement date for the Deferred Shares was Saturday, July 17, 2013. Under the terms of the KeyCorp Directors' Deferred Share Plan, when the settlement date falls on a weekend or holiday, the value of the Deferred Shares settled for cash will equal the closing price of KeyCorp's Common Shares on the immediately preceding business day on which the New York Stock Exchange was open (July 16, 2013).

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