KEYCORP /NEW/ — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-04-01

Reporting Person: COOLEY CHARLES P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Deferred Shares	$	A	1334	Acquired		Common Shares (1334)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3000	Direct

Footnotes

F1: Beginning in January 2014, directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The fees are converted into deferred shares, which are the economic equivalent of one common share.

F2: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of October 1, 2027 or the death of the participant.

F3: Includes 296 dividend-equivalent deferred shares accrued under the Deferred Share Plan between July 2013 and March 2014.