KEYCORP /NEW/ — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-05-19

Reporting Person: Dallas H James (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Deferred Shares	$	A	8878	Acquired		Common Shares (8878)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	49508	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 19, 2019.

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

F4: Includes approximately 340 dividend-equivalent Deferred Shares accrued between September 2015 and March 2016.