KEYCORP /NEW/ — Director's Dealing 2003

Jul 18, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2003-07-17

Reporting Person: MEYER HENRY L III (Director, Chairman & Chief Exec. Officer)

Footnotes

F1: Reporting person beneficially owns 180,653 Common Shares directly (including 1,266 shares purchased through the Corporation's Amended and Restated Discounted Stock Purchase Plan as of December 31, 2002), 82,392 shares in the Corporation's 401(k) Savings Plan as of December 31, 2002, 49,524 phantom shares in the Corporation's Excess 401(k) Savings Plan as of December 31, 2002, and 49,924 phantom shares (40,485 of which are payable in cash pursuant to the Chief Executive Officer Phantom Stock Award and the remainder of which are payable in shares under the Corporation's Deferred Compensation Plan) as of January 31, 2003.

F2: The option vests in three equal annual installments beginning on July 17, 2004.