KEYCORP /NEW/ — Director's Dealing 2003

Jul 1, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2003-06-30

Reporting Person: STEVENS THOMAS G (Director, Officer)

Footnotes

F1: In addition, 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, and 16,102 phantom shares in the Corporation's Excess 401(k) Savings Plan as of December 31, 2002.

F2: Conversion to Common Shares is on a one-to-one basis. This footnote also applies to information in Column 2.

F3: Under KeyCorp Deferred Compensation Plan, participant deferred portion of salary and received Corporation contribution. Contribution is payable in treasury shares at time set forth in Participant Agreement. A portion of these shares do not vest until normal retirement.