KEYCORP /NEW/ — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-12-31

Reporting Person: COOLEY CHARLES P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-31	Deferred Shares	$	A	1151	Acquired		Common Shares (1151)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5000	Direct

Footnotes

F1: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F2: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of October 1, 2027 or the death of the participant.

F3: Includes approximately 128 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2014.