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: COOLEY CHARLES P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Phantom Shares	$0	A	1514	Acquired	2012-12-31	Common Shares (1514)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common shares	1000	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.