KEYCORP /NEW/ — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2012-12-31

Reporting Person: MANOS KRISTEN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-01	Common Shares	M	11276	—	Acquired	21276	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Phantom Shares	$0	A	1143	Acquired	2012-12-31	Common Shares (1143)	Direct
2013-01-01	Phantom Shares	$0	M	11276	Disposed	2013-01-01	Common Shares (11276)	Direct

Footnotes

F1: Under deferral plan, fees were deferred into phantom stock account which stock is convertible into common shares on a one to one basis.

F2: Phantom Shares were converted to treasury shares on a one to one basis and distributed under deferral plan.