KEYCORP /NEW/ — Director's Dealing 2014

May 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-05-19

Reporting Person: Hartmann William L. (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-19	Common Shares	M	4386	—	Acquired	69746	Direct
2014-05-19	Common Shares	F	2082	$13.30	Disposed	67664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-19	Restricted Stock Units	$	M	4386	Disposed		Common Shares (4386)	Direct

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: The restricted stock units vest in four equal annual installments. The first vesting occurred on May 19, 2012.

F3: Includes approximately 158 dividend-equivalent restricted stock units accrued betweem June 2013 and March 2014.