EX-4.3(d)



 Exhibit 4.3(d) 

THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT AND A SAVINGS ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 
 CUSIP NO.      

REGISTERED PRINCIPAL AMOUNT $             

No. FX -             

KEYCORP 
 FORM OF 

SUBORDINATED MEDIUM-TERM NOTE, SERIES N 

(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 (the “Depository”)
or a nominee of the Depository, this Security is a Global Security and the following two legends apply: 
 Unless this certificate is presented by an
authorized representative of The Depository Trust Company 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. 

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. 

  
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 ISSUE PRICE: 

ORIGINAL ISSUE PRICE: 
 STATED MATURITY: 

MINIMUM DENOMINATIONS: 

 ̈  $1,000 

 ̈  Other: 

SPECIFIED CURRENCY: 
 United States Dollars: 

 ̈  YES     ̈  NO 

FOREIGN CURRENCY: 
 EXCHANGE RATE AGENT: 

PAYING 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: 
 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: 

 


  
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 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 CEDE & CO. 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 thereon 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 (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, if any, shall accrue on the amount so payable as a result of such delayed payment. 

For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means any day, other than a
Saturday or Sunday, that is not a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to be closed in New York City; provided, however, that with respect to foreign
currency Notes, such day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to be closed in the Principal Financial Center (as defined below) of the country issuing the Specified Currency (or
if the Specified Currency is the euro, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). 

“Principal Financial Center” means the capital city of the country issuing the Specified Currency, except that 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, Sydney, Toronto, London (solely in the case of the
designated LIBOR currency), Wellington, Johannesburg and Zurich, respectively. 
 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 

  
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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 ten 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 Trustee 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 with a signature guarantee, mailed or hand delivered, or by cable, telex, or other form of facsimile 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 or other circumstances beyond the Company’s control, or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then 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, 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. 
 Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if (i) the Specified Currency is U.S. dollars and the Holder hereof is the Holder of U.S.$1,000,000 or more in aggregate
principal amount of Securities of the series of 

  
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which this Security is a part (whether having identical or different terms and provisions) or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected to receive
payments in such Specified Currency as provided for above, such interest payments will be made by transfer of immediately available funds, but only if appropriate instructions have been received in writing by the Trustee on or prior to the
applicable Regular Record Date. Simultaneously with any election by the Holder hereof to receive payments in respect hereof in the Specified Currency (if other than U.S. dollars), such Holder may provide appropriate instructions to the Trustee, and
all such payments will be made in immediately available funds to an account maintained by the payee with a bank, but only if such bank has appropriate facilities therefor. Unless otherwise specified above, the principal hereof (and premium, if any)
and interest hereon payable on the Maturity Date will be paid in immediately available funds upon surrender of this Security at the corporate trust office of the Trustee maintained for that purpose in the Borough of Manhattan, the City and State of
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 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. 

  
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 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


  
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 [REVERSE OF NOTE] 

KEYCORP 
 SUBORDINATED MEDIUM-TERM
NOTE, SERIES N 
 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 selected by the Exchange Rate Agent (one of which may be
the Exchange Rate Agent unless the Exchange Rate Agent is the applicable agent to or through which this Security was originally sold) 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 or to other circumstances beyond the Company’s control, or is no longer used by the government of the country issuing
such currency or for settlement of transactions by public institutions of or within the international banking community, 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. 

  
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 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. 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 mail 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 45 days prior to the relevant redemption date. 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. 

  
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 Section 6. Discount Securities. If this Security (such Security being referred to as
an “Original Issue 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 below) 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 the maturity hereof, 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
aggregate of the portions of the original issue discount (the excess of the amounts considered as part of the “stated redemption price at maturity” of this Security within the meaning of Section 1273(a)(2) of the Internal Revenue Code
of 1986, as amended (the “Code”), whether denominated as principal or interest, over the Issue Price of this Security) which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the date of issue of this Security to the date of determination, minus (c) any amount considered as part of the “stated redemption price at maturity” of this Security which has been paid on
this Security from the date of issue to the date of determination. 
 Section 7. Modification 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. 
 Section 8. Subordination;
Obligation 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. 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 certain events of bankruptcy or insolvency 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 

  
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(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 an Original Issue 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


  
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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. 

  
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 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 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 Trustee
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.