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PRICING SUPPLEMENT NO. 5, DATED: May 16, 2003 RULE 424(b)(2)
to Prospectus Supplement Dated November 28, 2001 REGISTRATION STATEMENT NO. 333-73380
to Prospectus Dated November 28, 2001
KEYCORP
$200,000,000
[X] SENIOR MEDIUM-TERM NOTES, SERIES G
[ ] SUBORDINATED MEDIUM-TERM NOTES, SERIES F
[X] Floating Rate Notes [ ] ___% Fixed Rate Notes
[X] Book-Entry Notes [ ] Certificated Notes
Original Issue Date: May 23, 2003
Maturity Date: May 23, 2006
Issue Price: 99.88%
Paying Agent: Deutsche Bank Trust Company Americas
Authenticating Agent: Deutsche Bank Trust Company Americas
OPTION TO ELECT REDEMPTION: [ ] Yes [X] No OPTION TO EXTEND MATURITY: [ ] Yes [X] No
Redemption Date(s): Extended Maturity Dates:
Initial Redemption Percentage: Notice of Extension Date(s):
Annual Redemption Percentage Reduction:
OPTION TO ELECT REPAYMENT: [ ] Yes [X] No SPECIFIED CURRENCY (NOT U.S. DOLLARS):[ ] Yes [X] No
Repayment Date(s): Authorized Denominations:
Repayment Price(s): Exchange Rate Agency:
Repurchase Price (if any): N/A Optional Interest Rate Reset: [ ] Yes [X] No
Amortization Schedule (if any): N/A Optional Interest Rate Reset Dates: [ ] Yes [X] No
Sinking Fund Defeasance: [ ] Yes [X] No Optional Extension of Maturity: [ ] Yes [X] No
Length of Extension Period: [ ] Yes [X] No
Minimum Denominations: [X]$1,000 [ ] Other:
FIXED RATE NOTES ONLY
Interest Computation Period:
Interest Payment Dates:
Regular Record Dates if other than June 15 and December 15:
FLOATING RATE NOTES ONLY
BASE RATE:
[ ] CD Rate [ ] Treasury Rate
[ ] Commercial Paper Rate [ ] CMT Rate
[ ] Federal Funds Rate [ ] 11th District Cost of Funds Rate
[X] LIBOR [ ] Other (specify):
[ ] Prime Rate
Initial Interest Rate: 3 month LIBOR on May 21, Interest Determination Date: Two London business days prior
2003 + 22 basis points to the reset date
Index Maturity: 3 month LIBOR Interest Reset Period: Quarterly
Spread (Plus or minus): +22 basis points Interest Reset Dates: Quarterly on the 23rd day of each of
February, May, August and November
Maximum Interest Rate: N/A Interest Payment Dates: Quarterly on the 23rd day of each of
February, May, August and November, commencing on August 23,
2003
Minimum Interest Rate: N/A Calculation Date: N/A
Total Amount of OID: N/A Calculation Agent: KeyBank National Association
Yield to Maturity: N/A Spread Multiplier: N/A
Initial Accrual Period OID Telerate Page: 3750
and Designated Method: N/A
Other Terms (if any):
AGENT: [ ] Salomon Smith Barney Inc. Agent's Discount or Commission: .12% ($240,000)
[ ] Banc of America Securities LLC Trade Date: May 16, 2003
[X] Credit Suisse First Boston Corporation Proceeds to KeyCorp: $199,760,000
[ ] Deutsche Bank Securities Inc.
[ ] Goldman, Sachs & Co.
[ ] HSBC Securities (USA), Inc.
[ ] J.P. Morgan Securities Inc.
[ ] Lehman Brothers Inc.
[X] McDonald Investments Inc.
[ ] Morgan Stanley & Co. Incorporated
[ ] Other _________________________
[ ] Acting as Agent Agent is acting as Agent for the sale of Notes by
KeyCorp at a price of % of the principal amount
[X] Acting as Principal [X] Agent is purchasing Notes from KeyCorp as
Principal for resale to investors and other
purchasers at:
[ ] a fixed public offering price of % of the
Principal amount
[X] varying prices related to prevailing
market prices at the time of resale to
be determined by such Agent