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: STEVENS THOMAS G (Director, Vice Chairman and Chief Admin.)

Footnotes

F1: Reporting person beneficially owns 48,851 Common Shares directly (including 5,221 shares purchased through the Corporation's Amended and Restated Discounted Stock Purchase Plan as of December 31, 2002), 2,520 shares in the Corporation's 401(k) Savings Plan as of December 31, 2002, 16,102 phantom shares in the Corporation's Excess 401(k) Savings Plan as of December 31, 2002, and 9,783 phantom shares in the Corporation Deferred Compensation Plan as of June 30, 2003.

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