EX-4.3(d)





 Exhibit 4.3(d) 

THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 
 [THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL,
INTEREST AND PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEYCORP, INCLUDING ALL OBLIGATIONS TO KEYCORP’S GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED IN THE ORDINARY COURSE OF THE
KEYCORP’S BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF KEYCORP OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF KEYCORP’S SUBSIDIARIES OR AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO
SECURE A LOAN OR EXTENSION OF CREDIT FROM KEYCORP OR ANY OF ITS SUBSIDIARIES.] 
 CUSIP NO.
                     
 [ISIN:
                    ] 
 [Common Code:
                    ] 
 REGISTERED PRINCIPAL
AMOUNT $         
 No. FX -
                     
 KEYCORP

 FORM OF 
 SUBORDINATED
MEDIUM-TERM NOTE, SERIES R 
 (FIXED RATE) 

Due from 9 Months or More from Date of Issue 
 If
the registered owner of this Security (as indicated below) is The Depository Trust Company (“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend
applies: 
 Unless this certificate is presented by an authorized representative of The Depository Trust Company(the “Depository”) to the
issuer or its agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein. 












 If the registered owner of this Security (as indicated below) is
[                    ]
(“[                    ]”) or a nominee of
[                    ], this Security is a Global Security and the following legend applies: 

Unless this certificate is presented by an authorized representative of
[                    ] (the “Depository”) to the issuer or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of [                    ] or in such other name as is requested by an authorized representative of the
Depository (and any payment is made to [                    ] or to such other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
[                    ], has an interest herein. 

Thereafter the following legend applies, regardless of the registered owner of this Security: 

Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor. 

IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND “INITIAL ACCRUAL PERIOD OID” (COMPUTED
UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES. 
  

			
	 ISSUE PRICE:
  

ORIGINAL ISSUE DATE:
  

STATED MATURITY:
  

MINIMUM DENOMINATIONS:
 ☐ $1,000

☐ Other:
  

SPECIFIED CURRENCY:
 United States Dollars:

☐    YES  ☐    NO
  

FOREIGN CURRENCY:
  

EXCHANGE RATE AGENT:
	  	 PLACE OF PAYMENT:
  

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
 U.S.
DOLLARS:  ☐    YES  ☐    NO
  

INTEREST RATE:
  

COMPUTATION PERIOD:
  

INTEREST PAYMENT DATES IF OTHER THAN JUNE 15 AND DECEMBER 15:
  

REGULAR RECORD DATES:
  

OPTIONAL REDEMPTION:  ☐    YES  ☐    NO

 
 INITIAL REDEMPTION DATE:















			
	 PAYING AGENT:
  

ADDITIONAL REDEMPTION DATES:
  

DAY COUNT CONVENTION:
  

INITIAL REDEMPTION PERCENTAGE:
  

ANNUAL REDEMPTION PERCENTAGE REDUCTION:
  

OPTION TO ELECT REPAYMENT:  ☐    YES  ☐    NO

 
 REPAYMENT DATE(S):

 
 REPAYMENT PRICE:

 
 ADDITIONAL AMOUNTS:

 

DEFEASANCE:  ☐    YES  ☐    NO

 
 COVENANT
DEFEASANCE:  ☐    YES  ☐    NO
  

OPTIONAL INTEREST RATE RESET:
	  	  

☐    YES  ☐    NO
  

OPTIONAL INTEREST RATE RESET DATES:
  

OPTIONAL EXTENSION OF MATURITY:

☐    YES  ☐    NO
  

LENGTH OF EXTENSION PERIOD:
  

NUMBER OF EXTENSION PERIODS:
  

TOTAL AMOUNT OF OID (for Discount Securities only):
  

ORIGINAL YIELD TO MATURITY (for Discount Securities only):
  

INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
  

OTHER/DIFFERENT PROVISIONS:














 KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to
[                    ] or registered assigns, the principal sum of [         DOLLARS ($ )] on the Stated
Maturity shown above (except to the extent redeemed, repaid, renewed or extended prior to the Stated Maturity) and to pay interest on such principal sum at the Interest Rate shown above from the Original Issue Date shown above or from the most
recent Interest Payment Date to which interest, if any, has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing on
[                    ] (unless other Interest Payment Dates are shown on the face hereof and except as provided in the next succeeding paragraph)
(each, an “Interest Payment Date”) until the principal hereof is paid or made available for payment and on the Stated Maturity, any Redemption Date or Repayment Date (such terms are together hereinafter referred to as the
“Maturity Date” with respect to the principal repayable on such date); provided, however, that any payment of principal, premium, if any, or interest, if any, to be made on any Interest Payment Date or on the Maturity
Date that is not a Business Day (as defined below) shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the Maturity Date, as the case may be, and no additional interest will
accrue from and after the Maturity Date or Interest Payment Date as a result of such delayed payment. 
 For purposes of this Security,
unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for notes denominated in a specified currency other than the euro, the term Business Day means any day that is not a Saturday or Sunday and
that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal
financial center of the country of the relevant specified currency (if other than New York City); (ii) for notes denominated in the euro, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking
institutions in London are generally authorized or obligated by law or executive order to close and is also a TARGET Business Day; and (iii) in all other circumstances, any day that is not a Saturday or Sunday and that is not a day that banking
institutions in New York City are generally authorized or obligated by law or executive order to close. 
 “Principal Financial
Center” means (i) the capital city of the country issuing the Specified Currency or (ii) with respect to United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss francs,
the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency) Sydney, Toronto, London, Wellington, Johannesburg and Zurich, respectively. 

“TARGET Business Day” means a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer payment
system (which utilizes a single shared platform and which was launched on November 19, 2007) is open for the settlement of payment in the euro. 

Any interest hereon is accrued from, and including, the next preceding Interest Payment Date in respect of which interest, if any, has been
paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid) to, but excluding , the succeeding Interest Payment Date or the Maturity Date, as the case may be.













 
The interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date or as
otherwise specified above (each, a “Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record Date,
interest, if any, for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the Holder hereof on such next
succeeding Regular Record Date; and provided further that interest, if any, payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided
for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given to the Holder of this
Security not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. 

Unless otherwise specified above, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect
hereof into U.S. dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to
the corporate trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by
facsimile or other electronic transmission. Unless otherwise specified above, the holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election
for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the Regular Record Date or at least 15 days prior to the
Stated Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used
by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s
control, then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such payments. 
 In the event of an official redenomination of the
Specified Currency, other than as a result of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security
shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination.













 
In no event shall any adjustment be made to any amount payable hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to
fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is itself officially redenominated. 

Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date or Redemption Date) will be made by check
mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in writing by the Paying
Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date or Redemption Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made. 
 Unless otherwise specified on the face hereof, interest on this Security, if any, will be computed and paid on the basis of a 360-day year of twelve 30-day months. 
 REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE
SUBORDINATION OF THIS SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS. 












 Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal. 
  

							
		 		 	KEYCORP
				
		 		 	By:	 	
                    


		 		 	Name:	 	  

		 		 	Title:	 	  

				
		 		 	Attest:	 	  

		 		 		 	Assistant Secretary
				
	(Seal)	 		 		 	
			
	Dated:
                                        
	 		 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
			
		 		 	This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
			
		 		 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
		 		 	as Trustee
				
		 		 	By:	 	
                     
                   

		 		 		 	Authorized Signatory













 [REVERSE OF NOTE] 

KEYCORP 
 SUBORDINATED MEDIUM-TERM
NOTE, SERIES R 
 Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of which
this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001 and a Second Supplemental
Indenture dated as of November 13, 2013, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof that is unlimited in aggregate principal amount. 

Section 2. Payments. If the Specified Currency is other than U.S. dollars and the Holder hereof fails to elect payment in such
Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the “Exchange Rate Agent”) based on the highest
bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) selected by
the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid quotations are not available, payments will be made in the Specified
Currency. 
 Except as set forth below, if the Specified Currency is other than U.S. dollars and the Specified Currency is not available due
to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking
community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments in U.S. dollars on the basis of the noon buying rate in New York
City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the “Market Exchange Rate”) as computed by the Exchange
Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently available Market Exchange Rate or as otherwise indicated on the face
hereof. Any payment made under such circumstances in U.S. dollars where the required payment is in a Specified Currency other than U.S. dollars will not constitute an Event of Default or Default under the Indenture. 












 All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security. 
 All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder. 

References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the United
States of America. 
 Section 3. Redemption. If so specified on the face hereof, the Company may at its option redeem this
Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a Discount
Security)) on or after the date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date, provided that any such redemption will be subject to the prior approval of the Board of
Governors of the Federal Reserve System or its delegee (the “Federal Reserve”), if then required. Such Initial Redemption Percentage, if more than 100%, shall decline at each anniversary of the Initial Redemption Date by an amount
equal to the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise such option by causing the Trustee to, or cause the Paying Agent to, deliver a notice of
such redemption at least 30 but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall
select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a shorter notice shall be satisfactory to the Trustee. If less than all of the Securities
with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. 

Section 4. Repayment. If so specified on the face hereof, this Security shall be repayable prior to the Stated Maturity at the
option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 30 but not more than 45 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any
tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be
less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.

 Section 5. Sinking Fund. This Security will not be subject to any sinking fund. 












 Section 6. Discount Securities. If this Security (such Security being referred
to as an “Discount Security”) (a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than its
“stated redemption price at maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original issue discount security for United States federal income tax purposes,
then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of maturity upon certain events of bankruptcy, insolvency or reorganization of the Company or receivership or
conservatorship of a Major Bank (as defined in the Indenture), in lieu of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date of such redemption, repayment or
acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) the portion of the difference between the Issue Price and
the principal amount of the Discount Security that has been amortized at the stated yield of the Discount Security, computed in accordance with the rules set forth in the Code, and applicable Treasury regulations, at the date as of which the
Amortized Face Amount is calculated. 
 Section 7. Modifications and Waivers. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the Holders of
not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture.
Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the Securities of
such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security[, provided no action provided in this Section shall be taken without the
Company’s consent where it would result in the Notes not being Tier 2 capital for Federal Reserve purposes]. 
 Section 8.
Subordination; Obligations of the Company Absolute. The indebtedness evidenced by the Securities of this series is, to the extent provided in the Indenture, subordinated and subject in right of the payment in full of the principal of (and
premium, if any) and interest on all Senior Indebtedness, as defined in the Indenture, and this Security is issued subject to the provisions of the Indenture with respect thereto. The Indenture provides that in the event of insolvency, bankruptcy,
receivership, reorganization, liquidation or similar proceedings of the Company (an “insolvency event”), all Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on, the Securities
of this series. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance of the Securities of this series, shall be deemed conclusively to have
relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 












 
The Indenture also provides that if, upon the occurrence of an insolvency event relating to the Company, there remains, after giving effect to the subordination provisions referred to in
Section 1614 of the Indenture, any amount of cash, property or securities available for payment or distribution in respect of Securities of this series (as defined in the Indenture, “Excess Proceeds”, and if at such time any
Entitled Person (as defined in the Indenture) has not received payment in full of all amounts due or to become due on or in respect of Other Senior Obligations (as defined in the Indenture), then such Excess Proceeds shall first be applied to pay or
provide for the payment in full of such Other Senior Obligations before any payment or distribution may be made in respect of the Securities of this series. This Security is also issued subject to the provisions of the Indenture regarding payments
to Entitled Persons in respect of Other Senior Obligations. Each Holder of this Security, by accepting the same, agrees to be bound by the provisions of the Indenture described herein and authorizes and directs the Trustee to take such action on his
behalf as may be necessary or appropriate to acknowledge or effectuate the subordination of this Security and payment of Excess Proceeds as provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such purposes. 
 No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in
the Specified Currency herein prescribed. 
 Section 9. Defeasance and Covenant Defeasance. The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set
forth therein, which provisions apply to this Security, unless otherwise specified on the face hereof. 
 Section 10. Authorized
Denominations. Unless otherwise provided on the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. If this
Security is denominated in a Specified Currency other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof. 

Section 11. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 If
the registered owner of this Security is the Depository (such a Security being referred to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company
may at any time determine not to have Securities represented by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security.













 
In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $1,000 (or such other denomination as shall be specified by the Company) or any amount in excess thereof which
is an integral multiple of $1,000 and will be issued in registered form only, without coupons. 
 No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

Section 12. Events of Default. If an Event of Default with respect to the Securities of the series of which this Security forms a
part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. 

Section 13. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture. 
 Section 14. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York. 












 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, 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 right of survivorship and not as tenants in common 

UNIF GIFT MIN ACT -
                                 Custodian
                                 

                        
            (Cust.)
                                         (Minor)


                       
             Under Uniform Gifts to Minors Act 
  

                        
                                        
                                         
                                       
                                     

                        
                                (State) 

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












 ASSIGNMENTS 

FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto: 

PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:                                       
   
  
  

 
  

(Please print or type name and address, 

including zip code of assignee) 
 the within
Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint: 
  

 
 Attorney to transfer
the said Security on the books of the within-named Company, with full power of substitution in the premises. 
  

									
	Dated	 	  
	 		 		 	  

					
		 		 		 		 	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.

  

	
	 SIGNATURE GUARANTEED:

	
	  














 OPTION TO ELECT REPAYMENT 

The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to the Repayment Date, to the undersigned at: 
  
  

(Please Print or Type Name and Address of the Undersigned.) 

For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 30 but not more than 45 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005, Attention: Corporate Trust & Agency Services. 

If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $        . 
 If less than the entire principal
amount of the within Security is to be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall
not be less than the minimum denomination of such Security): $        . 
  

							
	Dated:
                                        
	 		 		 	  

		 		 		 	  
 Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.