KEYCORP /NEW/ — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CUTLER ALEXANDER M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Deferred Shares	$0	A	922	Acquired		Common Shares (922)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	20000	Direct

Footnotes

F1: Under the Directors' Deferred Compensation Plan, director's fees were deferred into a Deferred Share account, which shares are convertible into Common Shares on a one to one basis.

F2: Under the terms of the Directors' Deferred Compensation Plan, payment of the Deferred Shares has been deferred until the earlier of July 1, 2018 or the death of the participant.

F3: Includes approximately 341 dividend-equivalent Deferred Shares accrued in December 2013.