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: COOLEY CHARLES P (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	5000	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. Cooley has elected to defer the payment of the Deferred Shares as Common Shares until October 1, 2027.

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