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: MOONEY BETH E (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-02	Common Shares	M	8782	$9.33	Acquired	376478	Direct
2013-03-02	Common Shares	F	4299	$9.33	Disposed	372179	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-02	Restricted Stock Units	$	M	8782	Disposed	2013-03-02	Common Shares (8782)	Direct
2013-03-01	Restricted Stock Units	$	A	171489	Acquired	2014-03-02	Common Shares (171489)	Direct
2013-03-01	Option to Buy	$9.33	A	112676	Acquired	2023-03-02	Common Shares (112676)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5103	Indirect

Footnotes

F1: As of December 31, 2012.

F2: Conversion to common shares is on a one-for-one basis.

F3: Vests in four equal annual installments.

F4: Includes approximately 639 dividend-equivalent restricted stock units accrued during 2012.