KEYCORP /NEW/ — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-03-01

Reporting Person: Harris Paul N (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Shares	M	6522	—	Acquired	76575	Direct
2014-03-01	Common Shares	F	2143	$13.17	Disposed	74432	Direct
2014-03-02	Common Shares	M	8878	—	Acquired	83310	Direct
2014-03-02	Common Shares	F	2918	$13.17	Disposed	80392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-01	Restricted Stock Units	$	M	6522	Disposed		Common Shares (6522)	Direct
2014-03-02	Restricted Stock Units	$	M	6439	Disposed		Common Shares (6439)	Direct
2014-03-02	Restricted Stock Units	$	M	2439	Disposed		Common Shares (2439)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	19748	Indirect

Footnotes

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

F2: Reported as of December 31, 2013.

F3: The restricted stock units, granted on March 1, 2013, vest in four equal annual installments beginning on March 1, 2014.

F4: Includes approximately 364 dividend-equivalent restricted stock units accrued between June and December 2013.

F5: The restricted stock units, granted on March 2, 2012, vest in four equal annual installments that began on the first anniversary of the grant date.

F6: Includes approximately 395 dividend-equivalent restricted stock units accrued between March and December 2013.

F7: Includes approximately 150 dividend-equivalent restricted stock units accrued between March and December 2013.