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: Morris Robert L (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-02	Common Shares	M	2106	$9.33	Acquired	18200	Direct
2013-03-02	Common Shares	F	692	$9.33	Disposed	17509	Direct
2013-03-04	Common Shares	M	2272	$9.49	Acquired	19781	Direct
2013-03-04	Common Shares	F	747	$9.49	Disposed	19034	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Restricted Stock Units	$	A	8574	Acquired	2014-03-02	Common Shares (8574)	Direct
2013-03-01	Option to Buy	$9.33	A	5366	Acquired	2023-03-02	Common Shares (5366)	Direct
2013-03-02	Restricted Stock Units	$	M	2106	Disposed	2013-03-02	Common Shares (2106)	Direct
2013-03-04	Restricted Stock Units	$	M	428	Disposed	2013-03-04	Common Shares (428)	Direct
2013-03-04	Restricted Stock Units	$	M	1844	Disposed	2013-03-04	Common Shares (1844)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	15806	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 123 dividend-equivalent restricted stock units accrued during 2012.

F5: Includes approximately 20 dividend-equivalent restricted stock units accrued during 2012.

F6: Includes approximately 126 dividend-equivalent restricted stock units accrued during 2012.