KEYCORP /NEW/ — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-03-01

Reporting Person: Brady Amy G. (Chief Information Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Restricted Stock Units	$	A	21436	Acquired	2014-03-02	Common Shares (21436)	Direct
2013-03-01	Option to Buy	$9.33	A	14084	Acquired	2023-03-02	Common Shares (14084)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	49235	Direct

Footnotes

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

F2: Vests in four equal annual installments.