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: Koehler William R (President, Key Community Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-02	Common Shares	F	1073	$9.33	Disposed	68318	Direct
2013-03-04	Common Shares	F	986	$9.49	Disposed	67332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Restricted Stock Units	$	A	55734	Acquired	2014-03-02	Common Shares (55734)	Direct
2013-03-01	Option to Buy	$9.33	A	36619	Acquired	2023-03-02	Common Shares (36619)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	10139	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.