KEYCORP /NEW/ — Director's Dealing 2013

Apr 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-03-31

Reporting Person: CAMPBELL EDWARD P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Common Shares	M	82	—	Acquired	6648	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-31	Phantom Shares	$0	A	2560	Acquired	2013-03-31	Common Shares (2560)	Direct
2013-04-01	Phantom Shares	$0	M	82	Disposed	2013-04-01	Common Shares (82)	Direct

Footnotes

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

F2: Phantom Shares were converted to common shares on a one to one basis and distributed under Directors' Deferred Compensation Plan.