X0306 4 2019-12-31 0000091576 KEYCORP /NEW/ KEY 0001203997 MANOS KRISTEN L C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND OH 44114 1 0 0 0 Common Shares 2020-01-01 4 M 0 7022 A 95386 D Common Shares 2020-01-01 4 M 0 25844 A 121231 D Deferred Shares 2019-12-31 4 A 0 1235 20.24 A Common Shares 1235 87124 D Deferred Shares 2020-01-01 4 M 0 7022 D 2020-01-01 2020-01-01 Common Shares 7022 80102 D Deferred Shares 2020-01-01 4 M 0 25844 D 2020-01-01 2020-01-01 Common Shares 25844 0 D Each Deferred Share is the economic equivalent of one Common Share. Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan. Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares. Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2027 or the death of the participant. Includes approximately 785 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2019. Includes approximately 2,858 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March 2016 and December 2019. Carrie A. Benedict POA for Kristen L. Manos 2020-01-03