KEYCORP /NEW/ — Director's Dealing 2013

Jul 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-07-22

Reporting Person: MANOS KRISTEN L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-22	Deferred Shares	$	A	6467	Acquired	2016-07-22	Common Shares (6467)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	21276	Direct

Footnotes

F1: Each Deferred Share is the economic equivalent of one Common Share. The Deferred Shares are payable one-half in Common Shares and one-half in cash, three years from the date of award.

F2: Deferred Shares are awarded pursuant to the KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2013 Equity Compensation Plan.

F3: In July 2012 Ms. Manos deferred 13,023 Deferred Shares under the KeyCorp Directors' Deferred Share Plan into 13,023 Deferred Shares under the KeyCorp Second Directors' Deferred Compensation Plan.