KEYCORP /NEW/ — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-02-01

Reporting Person: STEVENS THOMAS G (Director, Vice Chair and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Common Shares	M	350000	$6.12	Acquired	694302	Direct
2013-02-01	Common Shares	S	286244	$9.44	Disposed	408058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Option to Buy	$6.12	M	350000	Disposed	2019-06-12	Common Shares (350000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5850	Indirect

Footnotes

F1: As of December 31, 2012.

F2: Sold on the open market to cover payment of exercise price and tax liability.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.410 per share to $9.450 per share, inclusive. The reporting person undertakes to provide KeyCorp, any holder of KeyCorp Common Shares, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: Became exercisable at a rate of 1/3 per year on each of June 12, 2010, June 12, 2011, and June 12, 2012.