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: Harris Paul N (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-02	Common Shares	M	8712	$9.33	Acquired	68106	Direct
2013-03-02	Common Shares	F	2863	$9.33	Disposed	65243	Direct
2013-03-04	Common Shares	M	7588	$9.49	Acquired	72831	Direct
2013-03-04	Common Shares	F	2493	$9.49	Disposed	70338	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Restricted Stock Units	$	A	25723	Acquired	2014-03-02	Common Shares (25723)	Direct
2013-03-01	Option to Buy	$9.33	A	16901	Acquired	2023-03-02	Common Shares (16901)	Direct
2013-03-02	Restricted Stock Units	$	M	2394	Disposed	2013-03-02	Common Shares (2394)	Direct
2013-03-02	Restricted Stock Units	$	M	6318	Disposed	2013-03-02	Common Shares (6318)	Direct
2013-03-04	Restricted Stock Units	$	M	2517	Disposed	2013-03-04	Common Shares (2517)	Direct
2013-03-04	Restricted Stock Units	$	M	5071	Disposed	2013-03-04	Common Shares (5071)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	19538	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 174 dividend-equivalent restricted stock units accrued during 2012.

F5: Includes approximately 459 dividend-equivalent restricted stock units accrued during 2012.

F6: Includes approximately 118 dividend-equivalent restricted stock units accrued during 2012.

F7: Includes approximately 347 dividend-equivalent restricted stock units accrued during 2012.