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: Brady Amy G. (Chief Information Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-17	Restricted Stock Units	$	A	17027	Acquired		Common Shares (17027)	Direct
2014-02-17	Option to Buy	$12.92	A	10456	Acquired	2024-02-17	Common Shares (10456)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	48757	Direct

Footnotes

F1: Includes approximately 265 dividend-equivalent restricted shares accrued between March and December 2013, and approximately 600 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2013 and January 2014.

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.