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: Harris Paul N (General Counsel & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-17	Restricted Stock Units	$	A	18575	Acquired		Common Shares (18575)	Direct
2014-02-17	Option to Buy	$12.92	A	11406	Acquired	2024-02-17	Common Shares (11406)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	70052	Direct
Common Shares	19748	Indirect

Footnotes

F1: Reported as of December 31, 2013.

F2: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F3: Vests in four equal annual installments beginning on February 17, 2015.