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: CAMPBELL EDWARD P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-01	Common Shares	M	83	—	Acquired	14895	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Deferred Shares	$0	A	1621	Acquired		Common Shares (1621)	Direct
2014-01-01	Deferred Shares	$0	M	83	Disposed	2014-01-01	Common Shares (83)	Direct

Footnotes

F1: Deferred Shares were converted into Common Shares on a one to one basis and distributed pursuant to the Directors' Deferred Compensation Plan.

F2: 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.

F3: Under the terms of the Directors' Deferred Compensation Plan, payment of the Deferred Shares has been deferred until the earlier of October 1, 2021 or the death of the participant.

F4: Includes approximately 436 dividend-equivalent Deferred Shares accrued in December 2013.