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: Hartmann William L. (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-02	Common Shares	M	7499	$9.33	Acquired	55239	Direct
2013-03-02	Common Shares	F	2464	$9.33	Disposed	52775	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-02	Restricted Stock Units	$	M	2234	Disposed	2013-03-02	Common Shares (2234)	Direct
2013-03-02	Restricted Stock Units	$	M	5265	Disposed	2013-03-02	Common Shares (5265)	Direct
2013-03-01	Restricted Stock Units	$	A	26795	Acquired	2014-03-02	Common Shares (26795)	Direct
2013-03-01	Option To Buy	$9.33	A	17605	Acquired	2023-03-02	Common Shares (17605)	Direct

Footnotes

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

F2: Vests in four equal annual installments.

F3: Includes approximately 162 dividend-equivalent restricted stock units accrued during 2012.

F4: Includes approximately 383 dividend-equivalent restricted stock units accrued during 2012.