KEYCORP /NEW/ — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-02-17

Reporting Person: Koehler William R (President, Key Community Bank)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-17	Restricted Stock Units	$	A	40247	Acquired		Common Shares (40247)	Direct
2014-02-17	Option to Buy	$12.92	A	24714	Acquired	2024-02-17	Common Shares (24714)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	66533	Direct
Common Shares	10057	Indirect

Footnotes

F1: Includes approximately 182 dividend-equivalent restricted shares that accrued between March and December 2013.

F2: Reported as of December 31, 2013.

F3: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F4: Vests in four equal annual installments beginning on February 17, 2015.