Form of Certificate for the Preferred Stock



 Exhibit 4(a) 
 THIS CERTIFICATE IS IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 
 UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CORPORATION OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 KEYCORP 
 Incorporated under the laws of 
 the State of
Ohio 
  

					
	 NUMBER:
 CUSIP 493267 405
	  	7.750% NON-CUMULATIVE
PERPETUAL CONVERTIBLE
PREFERRED STOCK, SERIES A	  	 SHARES:
 ($100 LIQUIDATION
 PREFERENCE)

			
		  	THIS CERTIFICATE IS
TRANSFERRABLE IN
CLEVELAND, OH	  	

 This is to certify that Cede & Co. as nominee of The Depository Trust Company (DTC) is
the registered owner of                  (            ) fully paid and non-assessable shares of
7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A, $1.00 par value and a liquidation preference of $100 per share (the “Series A Preferred Stock”), of KeyCorp, an Ohio corporation (the “Corporation”),
transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar. 







 Witness the seal of the Corporation and the signatures of its duly authorized officers. 
  

					
	Dated:
                                    	 	
		
		 	KEYCORP
			
		 	By:	 	  

	[Seal]	 	Name:	 	  

		 	Title:	 	  

			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


  

			
	Countersigned and registered:
	
	Computershare Investor Services LLC as Transfer Agent and Registrar
		
	By:	 	  

		 	Authorized Officer








 (REVERSE OF CERTIFICATE) 
 KEYCORP 
 The Corporation will furnish without charge, within 5 days after receipt of written request
therefor, to each stockholder who so requests the powers, designations, preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or
restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the Transfer Agent. 
 Each holder
shall have the right, at such holder’s option, at any time, to convert all or any portion of such holder’s Series A Preferred Stock into common shares, $1.00 par value per share, of the Corporation (“Common Shares”), as provided
in the Certificate of Amendment designating the terms, rights and preferences of the Series A Preferred Stock (the “Certificate of Amendment”). On or after June 15, 2013, the Corporation may, at its option, at any time or from time to
time, cause some or all of the Series A Preferred Stock to be converted into Common Shares, subject to certain conditions as provided in the Certificate of Amendment. The preceding description is qualified in its entirety by reference to the
Articles of Incorporation (and all amendments thereto) and the Code of Regulations of the Corporation. 







 The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations: 
  

									
	 TEN COM
	 	–	    	as tenants in common
			
	TEN ENT	 	–	    	as tenants by the entireties
			
	JT TEN	 	–	    	as joint tenants with rights of survivorship and not as tenants in common
					
	UNIF GIFT MIN ACT	 	–	    	  
	  	Custodian	  	  

		 		    	(Cust)	  		  	(Minor)
			
		 		    	under Uniform Gift to Minors Act
			
		 		    	  

		 		    	(State)

 Additional abbreviations may also be used though not in the above list. 








			
	For Value Received, the undersigned hereby sells, assigns and transfers unto	 	  


 PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF ASSIGNEE 

	
	 
	 

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, 
 INCLUDING ZIP CODE OF ASSIGNEE) 
  

	
	 
	 
	 

                                      shares of the
capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                     Attorney to transfer the
said stock on the books of the within named Corporation with full power of substitution in the premises. 
 Dated:
                                         
                
 NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER 
 Signature(s)
Guaranteed:
                                         
                
 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.