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: Khayat Clark H (Director, Corporate Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-23	Common Shares	M	18088	$12.29	Acquired	18088	Direct
2013-07-23	Common Shares	F	5942	$12.29	Disposed	12146	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-23	Deferred Shares	$	M	18088	Disposed	2016-07-23	Common Shares (18088)	Direct

Footnotes

F1: Conversion to Common Shares is on a one-for-one basis.

F2: Vests in four equal annual installments.

F3: Includes approximately 380 dividend-equivalent Deferred Shares accrued in June 2013.