KEYCORP /NEW/ — Director's Dealing 2014

May 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Dallas H James (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-22	Deferred Shares	$	A	6019	Acquired		Common Shares (6019)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	27423	Direct

Footnotes

F1: Each Deferred Share is the economic equivalent of one Common Share.

F2: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2013 Equity Compensation Plan (the "Equity Plan"), Mr. Dallas will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 22, 2017.

F3: The Deferred Shares were awarded under the Equity Plan.