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: JONES ROBERT G (Exec. Vice President)

Footnotes

F1: Reporting person beneficially owns 14,291 Common Shares directly (including 251 shares purchased through the Corporation's Amended and Restated Discounted Stock Purchase Plan as of December 31, 2002), 23,740 shares in the Corporation's 401(k) Savings Plan as of December 31, 2002, 10,223 phantom shares in the Corporation's Excess 401(k) Savings Plan as of December 31, 2002, and 1,841 phantom shares in the Corporation Deferred Compensation Plan as of December 31, 2002.

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