KEYCORP /NEW/ — Director's Dealing 2015

May 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-05-21

Reporting Person: Gile Elizabeth R. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-21	Deferred Shares	$	A	6032	Acquired		Common Shares (6032)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	10072	Direct

Footnotes

F1: Each Deferred Share is the economic equivalent of one Common Share.

F2: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"), the participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 21, 2018.

F3: The Deferred Shares were awarded under the Deferred Share Plan.

F4: Includes approximately 125 dividend-equivalent Deferred Shares accrued in March 2015.