KEYCORP /NEW/ — Director's Dealing 2013

Jul 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-07-01

Reporting Person: MANOS KRISTEN L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Phantom Shares	$0	A	1336	Acquired		Common Shares (1336)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	21276	Direct

Footnotes

F1: Under Directors' Deferred Compensation Plan, director's fees were deferred into Phantom Share account which shares are convertible into Common Shares on a one to one basis.

F2: Under the terms of the Directors' Deferred Compensation Plan, payment of the Phantom Shares has been deferred until the earlier of January 1, 2016 or the death of the participant.

F3: Includes approximately 174 dividend-equivalent Phantom Shares accrued in June 2013.