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KEYCORP /NEW/ Director's Dealing 2014

May 30, 2014

30283_dirs_2014-05-30_e1513d6f-179d-43f9-8532-7bdc7347f5a4.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-05-22

Reporting Person: Burke Edward J. (Co-Pres., Key Community Bank)

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 67379 Direct
Common Shares 6256 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options to Buy $29.27 2014-07-23 Common Shares (19500) Direct
Options to Buy $34.40 2015-07-22 Common Shares (19480) Direct
Options to Buy $36.37 2016-07-21 Common Shares (29221) Direct
Options to Buy $36.20 2017-07-20 Common Shares (42857) Direct
Options to Buy $11.16 2008-07-25 Common Shares (65000) Direct
Options to Buy $6.12 2019-06-12 Common Shares (48000) Direct
Options to Buy $8.42 2020-07-27 Common Shares (50201) Direct
Options to Buy $8.59 2021-05-19 Common Shares (46639) Direct
Options to Buy $7.98 2022-03-02 Common Shares (57661) Direct
Options to Buy $9.33 2023-03-01 Common Shares (18309) Direct
Options to Buy $12.92 2024-02-17 Common Shares (14258) Direct
Restricted Stock Unit $ Common Shares (5721) Direct
Restricted Stock Unit $ Common Shares (21611) Direct
Restricted Stock Unit $ Common Shares (31963) Direct
Restricted Stock Unit $ Common Shares (34968) Direct
Restricted Stock Unit $ Common Shares (34968) Direct
Deferred Shares $ Common Shares (10819) Direct

Footnotes

F1: Vested in three equal annual installments, beginning on the date shown. These options have fully vested.

F2: These options, which were issued on June 12, 2009 in connection with KeyCorp's participation in the U.S. Treasury's Troubled Assets Relief Program ("TARP"), were fully vested on the date of grant, but not exercisable until KeyCorp's repayment of its TARP obligations (which occurred on the date shown).

F3: Vests in four equal annual installments, beginning on the date shown.

F4: These restricted stock units vest in four equal annual installments. The first installment vested on May 19, 2012.

F5: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F6: These restricted stock units vest in four equal annual installments. The first installment vested on March 2, 2013.

F7: These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014.

F8: These restricted stock units vest in four equal annual installments beginning on February 17, 2015.

F9: These restricted stock units will vest in full on February 17, 2017.

F10: Deferred shares held in the Common Share account of the KeyCorp Deferred Savings Plan (the "Plan") are only distributable in accordance with the terms of that Plan, which is not a date certain. Contributions to the Common Share account of the Plan were frozen beginning in 2012.

F11: Each deferred share represents the right to receive one KeyCorp common share at distribution.