KEYCORP /NEW/ — Director's Dealing 2018

May 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-05-10

Reporting Person: GILLIS RUTH ANN M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-10	Deferred Shares	$	A	5917	Acquired		Common Shares (5917)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	12900	Indirect
Common Shares	5000	Indirect
Common Shares	31945	Indirect
Common Shares	14938	Indirect

Footnotes

F1: These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust.

F2: These shares are held in a living trust. The reporting person is trustee of the trust.

F3: These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.

F4: Each Deferred Share is the economic equivalent of one Common Share.

F5: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"), payment of the deferred shares has been deferred until July 1, 2021.

F6: The Deferred Shares were awarded under the Deferred Share Plan.

F7: Includes approximately 652 dividend-equivalent Deferred Shares accrued since December 2017.