KEYCORP /NEW/ — Director's Dealing 2013

May 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-05-17

Reporting Person: Hartmann William L. (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-17	Common Shares	M	4308	$10.80	Acquired	57082	Direct
2013-05-17	Common Shares	F	1416	$10.80	Disposed	55666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-17	Restricted Stock Units	$	M	4308	Disposed	2013-05-17	Common Shares (4308)	Direct

Footnotes

F1: Conversion to common shares is on a one for one basis.

F2: Vests in four equal annual installments. The first vesting occurred on May 19, 2012. Due to May 19, 2013 falling on a weekend, the restricted stock units vested on May 17, 2013, the business date immediately preceding the vesting date on which the NSYE was open.

F3: Includes approximately 64 dividend-equivalent restricted stock units accrued in March 2013.