KEYCORP /NEW/ — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-02-15

Reporting Person: Harris Paul N (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Shares	M	26928	$9.48	Acquired	68203	Direct
2013-02-15	Common Shares	F	8809	$9.48	Disposed	59394	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Phantom Shares	$	M	26928	Disposed	2013-02-18	Common Shares (26928)	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 to one basis.