KEYCORP /NEW/ — Director's Dealing 2013

Jul 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-07-23

Reporting Person: Morris Robert L (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-23	Common Shares	M	319	$12.29	Acquired	19353	Direct
2013-07-23	Common Shares	F	105	$12.29	Disposed	19248	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-23	Restricted Stock Units	$	M	319	Disposed	2016-07-23	Common Shares (319)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	15806	Indirect

Footnotes

F1: As of December 31, 2012.

F2: Conversion into Common Shares is on a one-for-one basis.

F3: Vests in four equal annual installments.

F4: Includes approximately 13 dividend-equivalent Restricted Stock Units accrued in March 2013 and June 2013.