EX-4.3(c)



 Exhibit 4.3(c) 

THIS MASTER GLOBAL NOTE 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. 
  

					
	 REGISTERED
  

 
 No. 001
	 	 KEYCORP

FORM OF
 SENIOR MEDIUM-TERM
NOTE,
 SERIES M
 (MASTER
GLOBAL NOTE)
	  	REGISTERED

 If the registered owner of this Master Global Note (as indicated below) is The Depository Trust Company (the
“Depository”) or a nominee of the Depository, this Master Global Note is a Global Security and the following legend applies: 
 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. 
 KEYCORP, an Ohio corporation (herein referred to as the “Issuer,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns: (i) on each principal payment date, including each amortization date, redemption date, repayment date, maturity
date, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by Deutsche Bank Trust Company Americas (the “Paying Agent”)) as being evidenced by this
Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the interest then due and payable on the principal amount for each such obligation. Payment shall be made by
wire transfer of United States dollars to the registered owner, or immediately available funds or the equivalent to a party as authorized by the registered owner and in the currency other than United States dollars as provided for in each such
obligation, by the Paying Agent without the necessity of presentation and surrender of this Master Global Note. 
 REFERENCE IS HEREBY MADE TO THE FURTHER
PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF. 
 This Master Global Note is a valid and binding obligation of the Issuer. 

  
 1 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its 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


  
 2 








 [REVERSE OF NOTE] 

KEYCORP 
 SENIOR MEDIUM-TERM NOTE,
SERIES M 
 (MASTER GLOBAL NOTE) 

This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer, which shall form a part of the
Issuer’s unsecured, unsubordinated medium-term notes, Series M due nine months or more from the date of issue (“Series M”), all issued or to be issued under and pursuant to an Indenture dated as of June 10, 1994, as it may
be supplemented from time to time (the “Indenture”), duly executed and delivered by the Issuer to Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), to which Indenture and all indentures supplemental
thereto (including the Issuer’s Officers’ Certificate and Company Order, dated June [10], 2014, with respect to, among other things, the establishment of Senior Medium-Term Notes, Series M) reference is hereby made for a description of the
rights, duties and immunities thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. As provided in the Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption and repayment provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. 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 Issuer or
the Trustee. The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness of the Issuer issued under Series M are unlimited. 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS SET FORTH IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE,
WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED JUNE [10], 2014, AND PROSPECTUS DATED JUNE [10], 2014 (EACH, AS IT MAY BE AMENDED OR SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH
ISSUANCE OF DEBT OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN AND SHALL COMPRISE A PART OF THIS MASTER GLOBAL
NOTE. 
 Capitalized terms used herein that are not defined herein shall have the meanings assigned to them in the Indenture. 

No reference herein to the Indenture and no provision of this Master Global Note or of the Indenture shall alter or impair the obligation of
the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the times, places, and rates, and in the coin or currency, identified on the records of the Issuer. 

  
 1 








 At the request of the registered owner, the Issuer shall promptly issue and deliver one or more
separate note certificates evidencing each Debt Obligation evidenced by this Master Global Note. As of the date any such note certificate or certificates are issued, the Debt Obligations which are evidenced thereby shall no longer be evidenced by
this Master Global Note. 
 Beneficial interests in the Debt Obligations evidenced by this Master Global Note are exchangeable for
definitive notes in registered form, of like tenor and of an equal aggregate principal amount, only if (a) (i) The Depository Trust Company, as depositary (the “Depository”), notifies the Issuer that it is unwilling or
unable to continue as Depository for this Master Global Note, or (ii) if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either case, a successor depositary is
not appointed by the Issuer within 90 days after receiving notice or becoming aware the Depository is unwilling or unable to continue as depositary or is no longer so registered; (b) in the case of any other registered global note if
(i) the clearing system(s) through which the notes are cleared and settled is closed for business for a continuous period of 14 days, other than by reason of holidays, statutory or otherwise; or (ii) the clearing system(s) through which
the notes are cleared and settled announces an intention to cease business permanently or does in fact do so; (c) the Issuer in its sole discretion elects to issue definitive notes; or (d) after the occurrence of an Event of Default
relating to a Debt Obligation evidenced by this Master Global Note, beneficial owners representing a majority in principal amount of such Debt Obligation advise the Depository or other clearing system(s) through its participants to cease acting as
depositary for such Debt Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation that are exchangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive notes in registered
form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Such definitive notes shall be registered in the name or names of such person or persons as the
Depository shall instruct the registrar. 
 Prior to due presentment of this Master Global Note for registration of transfer, the
Issuer, the Trustee or any agent of the Issuer or the Trustee may treat the holder in whose name this Master Global Note is registered as the owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the Issuer,
the Trustee nor any such agent shall be affected by notice to the contrary except as required by applicable law. 

  
 2 








 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 Master
Global Note of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint: 
  

	
	  


 Attorney to transfer the said Master Global Note on the books of the within-named Issuer, 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 Master Global Note in every particular, without alteration or enlargement or any change whatsoever.

  

	
	SIGNATURE GUARANTEED: