KEYCORP /NEW/ - 10-K Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 0-850

[KEYCORP LOGO]
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

OHIO
---------------------------
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

127 PUBLIC SQUARE, CLEVELAND, OHIO
---------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

34-6542451
---------------------------------------
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

44114-1306
----------------
(ZIP CODE)

(216) 689-6300
----------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities registered pursuant Securities registered pursuant
to Section 12(b) of the Act: to Section 12(g) of the Act:
Common Shares, $1 par value
Rights to Purchase Common Shares None
- ------------------------------------------------ ------------------------------------------------
(TITLE OF EACH CLASS) (TITLE OF CLASS)

New York Stock Exchange
- ------------------------------------------------
(NAME OF EACH EXCHANGE ON WHICH REGISTERED)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]
No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

Yes [X]
No [ ]

The aggregate market value of voting stock held by nonaffiliates of the
Registrant was approximately $10,038,678,546 at February 28, 2003. (The
aggregate market value has been computed using the closing market price of the
stock as reported by the New York Stock Exchange on February 28, 2003.)

423,037,444 Shares
- --------------------------------------------------------------------------------
(NUMBER OF KEYCORP COMMON SHARES OUTSTANDING AS OF FEBRUARY 28, 2003)

Certain specifically designated portions of KeyCorp's 2002 Annual Report to
Shareholders are incorporated by reference into Parts I, II and IV of this Form
10-K. Certain specifically designated portions of KeyCorp's definitive Proxy
Statement for its 2003 Annual Meeting of Shareholders are incorporated by
reference into Part III of this Form 10-K.

KEYCORP

2002 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

OVERVIEW

KeyCorp is a legal entity separate and distinct from its banking and other
subsidiaries. Accordingly, the right of KeyCorp, its security holders and its
creditors to participate in any distribution of the assets or earnings of
KeyCorp's banking and other subsidiaries is subject to the prior claims of the
respective creditors of such banking and other subsidiaries, except to the
extent that KeyCorp's claims in its capacity as creditor of such banking and
other subsidiaries may be recognized.

KeyCorp, organized in 1958 under the laws of the state of Ohio, is headquartered
in Cleveland, Ohio. It has elected to be a bank holding company and a financial
holding company under the Bank Holding Company Act of 1956, as amended ("BHCA").
At December 31, 2002, KeyCorp was one of the nation's largest bank-based
financial services companies with consolidated total assets of $85.2 billion.
Its subsidiaries provide a wide range of retail and commercial banking,
commercial leasing, investment management, consumer finance and investment
banking products and services to individual, corporate and institutional clients
through three major business groups: Key Consumer Banking, Key Corporate Finance
and Key Capital Partners. As of December 31, 2002, these services were provided
across much of the country through subsidiaries operating 910 full-service
retail banking branches ("KeyCenters"), a telephone banking call center services
group and 2,165 ATMs in 17 states. Additional information pertaining to the
three business lines referred to above is included in the "Line of Business
Results" section beginning on page 24 and in Note 4 ("Line of Business
Results"), beginning on page 65 of the Financial Review section of KeyCorp's
2002 Annual Report to Shareholders and is incorporated herein by reference.
KeyCorp and its subsidiaries have 20,437 full-time equivalent employees as of
December 31, 2002.

In addition to the customary banking services of accepting deposits and making
loans, KeyCorp's bank and trust company subsidiaries provide specialized
services, including personal and corporate trust services, personal financial
services, customer access to mutual funds, cash management services, investment
banking and capital markets products, and international banking services.
Through its subsidiary banks, trust company and registered investment adviser
subsidiaries, KeyCorp provides investment management services to individual and
institutional clients, including large corporate and public retirement plans,
foundations and endowments, high net worth individuals and Taft-Hartley plans
(i.e., multiemployer trust funds established for providing pension, vacation or
other benefits to employees).

KeyCorp provides other financial services both inside and outside of its primary
banking markets through its nonbank subsidiaries. These services include
accident and health insurance on loans made by subsidiary banks, principal
investing, community development financing, securities underwriting and
brokerage and other financial services. KeyCorp is an equity participant in a
joint venture with Key Merchant Services, LLC, which provides merchant services
to businesses.

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The following financial data is included in the Financial Review section of
KeyCorp's 2002 Annual Report to Shareholders and is incorporated herein by
reference as indicated below:

The executive offices of KeyCorp are located at 127 Public Square, Cleveland,
Ohio 44114-1306, and its telephone number is (216) 689-6300.

ACQUISITIONS AND DIVESTITURES

The information presented in Note 3 ("Acquisitions and Divestitures") on page 64
of the Financial Review section of KeyCorp's 2002 Annual Report to Shareholders
is incorporated herein by reference.

COMPETITION

The market for banking and related financial services is highly competitive.
KeyCorp and its subsidiaries ("Key") compete with other providers of financial
services, such as other bank holding companies, commercial banks, savings
associations, credit unions, mortgage banking companies, finance companies,
mutual funds, insurance companies, investment management firms, investment
banking firms, broker-dealers and a growing list of other local, regional and
national institutions which offer financial services. Key competes by offering
quality products and innovative services at competitive prices.

In recent years, mergers between financial institutions have led to greater
concentration in the banking industry and placed added competitive pressure on
Key's core banking services. In addition, competition has intensified as a
consequence of the financial modernization laws that were enacted in November
1999 and permit qualifying financial institutions to expand into other
activities. For example, commercial banks are now permitted to have affiliates
that underwrite and deal in securities, underwrite insurance and make merchant
banking investments under certain conditions. See "Financial Modernization
Legislation" on page 7.

SUPERVISION AND REGULATION

The following discussion addresses certain material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries and
provides certain specific information regarding Key. The regulatory framework is
intended primarily to protect customers and depositors, the deposit insurance
funds of the Federal Deposit Insurance Corporation ("FDIC") and the banking
system as a whole, and generally is not intended to protect security holders.

Set forth below is a brief discussion of selected laws, regulations and
regulatory agency policies applicable to Key. This discussion is not intended to
be comprehensive and is qualified in its entirety by reference to the full text
of the statutes, regulations and regulatory agency policies to which the
discussion refers. Changes in applicable laws, regulations and regulatory agency
policies cannot necessarily be predicted by management, yet such changes may
have a material effect on Key's business, financial condition or results of
operations.

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General

As a bank holding company, KeyCorp is subject to regulation, supervision and
examination by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the BHCA. Under the BHCA, bank holding companies
may not, in general, directly or indirectly acquire the ownership or control of
more than 5% of the voting shares, or substantially all of the assets, of any
bank, without the prior approval of the Federal Reserve Board. In addition, bank
holding companies are generally prohibited under the BHCA from engaging in
commercial or industrial activities. KeyCorp's bank subsidiaries are also
subject to extensive regulation, supervision and examination by applicable
federal banking agencies. KeyCorp operates two full-service, FDIC-insured
national bank subsidiaries, KeyBank National Association ("KBNA") and Key Bank
USA, National Association ("Key Bank USA"), and one national bank subsidiary
whose activities are limited to those of a fiduciary. All of KeyCorp's national
bank subsidiaries and their subsidiaries are subject to regulation, supervision
and examination by the Office of the Comptroller of the Currency (the "OCC").
Because the deposits in KBNA and Key Bank USA are insured (up to applicable
limits) by the FDIC, the FDIC also has certain regulatory and supervisory
authority over both banking subsidiaries.

KeyCorp also has other financial services subsidiaries that are subject to
regulation, supervision and examination by the Federal Reserve Board, as well as
other applicable state and federal regulatory agencies and self-regulatory
organizations. For example, KeyCorp's brokerage and asset management
subsidiaries are subject to supervision and regulation by the Securities and
Exchange Commission (the "SEC"), the National Association of Securities Dealers,
Inc. or the New York Stock Exchange and state securities regulators, and
KeyCorp's insurance subsidiaries are subject to regulation by the insurance
regulatory authorities of the various states. Other nonbank subsidiaries of
KeyCorp are subject to other laws and regulations of both the federal government
and the various states in which they are authorized to do business.

Dividend Restrictions

The principal source of cash flow to KeyCorp, including cash flow to pay
dividends on its common shares and debt service on its indebtedness, is
dividends from its subsidiaries. Various statutory and regulatory provisions
limit the amount of dividends that may be paid by KeyCorp's bank subsidiaries
without regulatory approval. The approval of the OCC is required for the payment
of any dividend by a national bank if the total of all dividends declared by the
board of directors of such bank in any calendar year would exceed the total of:
(i) the bank's net income for the current year plus (ii) the retained net income
(as defined and interpreted by regulation) for the preceding two years, less any
required transfer to surplus or a fund for the retirement of any preferred
stock. In addition, a national bank can pay dividends only to the extent of its
undivided profits. All of KeyCorp's national bank subsidiaries are subject to
these restrictions.

If, in the opinion of a federal banking agency, a depository institution under
its jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the institution, could
include the payment of dividends), the agency may require, after notice and
hearing, that such institution cease and desist from such practice. The OCC and
the FDIC have indicated that paying dividends that would deplete a depository
institution's capital base to an inadequate level would be an unsafe and unsound
practice. Moreover, under the Federal Deposit Insurance Act (the "FDIA"), an
insured depository institution may not pay any dividend if payment would cause
it to become less than "adequately capitalized," nor may such an institution pay
any dividend while the institution is in default in the payment of any
assessment due to the FDIC. See "Regulatory Capital Standards and Related
Matters -- Prompt Corrective Action." Also, the Federal Reserve Board, the OCC
and the FDIC have issued policy statements that provide that FDIC-insured
depository institutions and their holding companies should generally pay
dividends only out of their current operating earnings.

Holding Company Structure

Transactions Involving Bank Subsidiaries. KeyCorp's national bank subsidiaries
(and their operating subsidiaries) are subject to Federal Reserve Act
provisions, which impose qualitative standards and quantitative limitations upon
certain transactions with or involving KeyCorp (and its nonbank subsidiaries
which are not operating

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subsidiaries of KeyCorp's national banks). Transactions covered by these
provisions, which include loans and other extensions of credit as well as
purchases and sales of assets, must be on arm's length terms, cannot exceed
certain amounts which are determined with reference to the bank's regulatory
capital, and if a loan or other extension of credit, must be secured by
collateral in an amount and quality expressly prescribed by statute. For
example, the aggregate of all such outstanding covered transactions by KBNA and
Key Bank USA, including their operating subsidiaries, with or involving KeyCorp
and its nonbank subsidiaries that are not operating subsidiaries of KBNA and Key
Bank USA was limited at December 31, 2002, to approximately $1.9 billion. As a
result, these provisions materially restrict the ability of KeyCorp's national
bank subsidiaries and their operating subsidiaries to fund KeyCorp and its
nonbank subsidiaries that are not operating subsidiaries of KeyCorp's national
banks.

Source of Strength Doctrine. Under Federal Reserve Board policy, a bank holding
company is expected to serve as a source of financial and managerial strength to
each of its subsidiary banks and, under appropriate circumstances, to commit
resources to support each such subsidiary bank. This support may be required by
the Federal Reserve Board at times when KeyCorp may not have the resources to
provide it, or, for other reasons, would not otherwise be inclined to provide
it. Certain loans by a bank holding company to a subsidiary bank are subordinate
in right of payment to deposits in, and certain other indebtedness of, the
subsidiary bank. In addition, the Crime Control Act of 1990 provides that in the
event of a bank holding company's bankruptcy, any commitment by a bank holding
company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.

Depositor Preference. The FDIA provides that, in the event of the "liquidation
or other resolution" of an insured depository institution, the claims of
depositors of such institution (including claims by the FDIC as subrogee of
insured depositors) and certain claims for administrative expenses of the FDIC
as a receiver would be afforded a priority over other general unsecured claims
against such an institution, including federal funds and letters of credit. If
an insured depository institution fails, insured and uninsured depositors along
with the FDIC will be placed ahead of unsecured, nondeposit creditors, including
a parent holding company, in order of priority of payment.

Liability of Commonly Controlled Institutions. Under the FDIA, an insured
depository institution which is under common control with another insured
depository institution is generally liable for any loss incurred, or reasonably
anticipated to be incurred, by the FDIC in connection with the default of such
commonly controlled institution, or any assistance provided by the FDIC to such
commonly controlled institution which is in danger of default. The term
"default" is defined generally to mean the appointment of a conservator or
receiver and the term "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
in the absence of regulatory assistance.

Regulatory Capital Standards and Related Matters

Risk-Based and Leverage Regulatory Capital. Applicable law and regulation
define and prescribe minimum levels of regulatory capital for bank holding
companies and their bank subsidiaries. Adequacy of regulatory capital is
assessed periodically by the federal banking agencies in the examination and
supervision process, and in the evaluation of applications in connection with
specific transactions and activities, including acquisitions, expansion of
existing activities, and commencement of new activities.

Bank holding companies are subject to risk-based capital guidelines adopted by
the Federal Reserve Board. These guidelines establish minimum ratios of
qualifying capital to risk-weighted assets. Qualifying capital includes Tier 1
capital and Tier 2 capital. Risk-weighted assets are calculated by assigning
varying risk-weights to broad categories of assets and off-balance-sheet
exposures, based primarily on counterparty credit risk. The required minimum
Tier 1 risk-based capital ratio, calculated by dividing Tier 1 capital by
risk-weighted assets, is currently 4.00%. The required minimum total risk-based
capital ratio is currently 8.00%. It is calculated by dividing the sum of Tier 1
capital and Tier 2 capital not in excess of Tier 1 capital, after deductions for
investments in certain subsidiaries and associated companies and for reciprocal
holdings of capital instruments, by risk-weighted assets.

Tier 1 capital includes common equity, qualifying perpetual preferred equity,
and minority interests in the equity accounts of consolidated subsidiaries less
certain intangible assets (including goodwill) and certain other assets.
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Tier 2 capital includes qualifying hybrid capital instruments, perpetual debt,
mandatory convertible debt securities, perpetual preferred equity not includable
in Tier 1 capital, and limited amounts of term subordinated debt, medium-term
preferred equity, certain unrealized holding gains on certain equity securities,
and the allowance for loan and lease losses.

Bank holding companies, such as KeyCorp, whose trading activities exceed
specified levels are required to maintain capital for market risk. Market risk
includes changes in the market value of trading account, foreign exchange, and
commodity positions, whether resulting from broad market movements (such as
changes in the general level of interest rates, equity prices, foreign exchange
rates, or commodity prices) or from position specific factors (such as
idiosyncratic variation, event risk, and default risk). At December 31, 2002,
Key's Tier 1 and total capital to risk-weighted assets ratios were 8.09% and
12.51%, respectively, which include required adjustments for market risk.

In addition to the risk-based standard, bank holding companies are subject to
the Federal Reserve Board's leverage ratio guidelines. These guidelines
establish minimum ratios of Tier 1 capital to total assets. The minimum leverage
ratio, calculated by dividing Tier 1 capital by average total consolidated
assets, is 3.00% for bank holding companies that either have the highest
supervisory rating or have implemented the Federal Reserve Board's risk-based
capital measure for market risk. All other bank holding companies must maintain
a minimum leverage ratio of at least 4.00%. Neither KeyCorp nor any of its bank
subsidiaries has been advised by its primary federal banking regulator of any
specific leverage ratio applicable to it. At December 31, 2002, Key's Tier 1
capital leverage ratio was 8.15%.

KeyCorp's national bank subsidiaries are also subject to risk-based and leverage
capital requirements adopted by the OCC which are substantially similar to those
imposed by the Federal Reserve Board on bank holding companies. At December 31,
2002, each of KeyCorp's national bank subsidiaries had regulatory capital in
excess of all minimum risk-based and leverage capital requirements.

In addition to establishing regulatory minimum ratios of capital to assets for
all bank holding companies and their bank subsidiaries, the risk-based and
leverage capital guidelines also identify various organization-specific factors
and risks that are not taken into account in the computation of the capital
ratios but that affect the overall supervisory evaluation of a banking
organization's regulatory capital adequacy and can result in the imposition of
higher minimum regulatory capital ratio requirements upon the particular
organization. Neither the Federal Reserve Board nor the OCC has advised KeyCorp
or any of its national bank subsidiaries of any specific minimum risk-based or
leverage capital ratio applicable to KeyCorp or such national bank subsidiary.
Additional information regarding regulatory capital levels is included in the
"Capital" section beginning on page 48 of the Financial Review section of
KeyCorp's 2002 Annual Report to Shareholders.

Recourse Obligations, Direct Credit Substitutes, and Residual Interests. In
2002, a final rule issued by the federal banking agencies became effective that
revised the regulatory capital treatment of on-balance sheet assets and
off-balance sheet exposures consisting of recourse obligations, direct credit
substitutes, and residual interests that expose banking organizations primarily
to credit risk. The final rule treats recourse obligations and direct credit
substitutes more consistently and adds new standards for the treatment of
residual interests, including a concentration limit for credit-enhancing
interest-only strip receivables. In addition, the agencies use credit rating and
certain alternative approaches to match regulatory capital requirements more
closely to a banking organization's relative risk of loss for certain positions
in asset securitizations.

Equity Investments in Nonfinancial Companies. On April 1, 2002, the federal
banking agencies issued a final rule regarding the regulatory capital treatment
of certain equity investments made by banking organizations in companies engaged
in nonfinancial activities. It imposes marginal capital charges (applied by
making deductions from Tier 1 capital) that increase as the banking
organization's aggregate carrying amount of its covered equity investments
increase in relation to its Tier 1 capital. Such capital charges range from 8%
to 25% as such aggregate carrying amount increases from 15% to 25% of the
banking organization's Tier 1 capital. Implementation of this new rule had no
material adverse effect on Key's regulatory capital in 2002.

Subprime Lending. The federal banking agencies have heightened their
supervisory expectations with respect to regulatory capital of institutions
having subprime lending programs. For these purposes, a subprime lending

5

program is one that targets borrowers with weakened credit histories or
questionable repayment capacity. In addition to regulatory capital, the
supervisory guidance regarding subprime lending addresses supervisory
expectations with respect to risk management, the allowance for loan and lease
losses, portfolio and transaction level examination review, analysis, and
classification, cure program documentation, and predatory or abusive lending
practices.

While this guidance principally applies to institutions with subprime lending
programs having an aggregate credit exposure of at least 25% of Tier 1 capital,
federal banking examiners may apply it to other subprime portfolios, such as
those that are experiencing rapid growth or adverse performance trends, those
that are administered by inexperienced management, and those that possess
inadequate or weak controls. For an institution having subprime lending
portfolio exposure aggregating 25% or more of the institution's Tier 1 capital,
the supervisory guidance indicates examiners will likely expect, as a minimum,
that the institution would hold capital against such portfolio in an amount that
is 1.5 to 3.0 times greater than what is appropriate for non-subprime assets of
a similar type.

The federal banking agencies have indicated, however, that the guidance is
neither intended nor considered by the agencies to be a capital regulation and
does not represent a change in policy by the agencies. Moreover, the agencies
have also indicated that examiners would not unilaterally require additional
reserves or capital based upon the guidance, and that any determination made by
an examiner that an institution's reserves or capital is deficient would be
discussed with the institution's management and each agency's appropriate
supervisory office before a final decision is made. Neither the Federal Reserve
Board nor the OCC has advised Key of any such deficiency.

Prompt Corrective Action. The "prompt corrective action" provisions of the FDIA
added by the FDIC Improvement Act ("FDICIA") create a statutory framework that
applies a system of both discretionary and mandatory supervisory actions indexed
to the capital level of FDIC-insured depository institutions. These provisions
impose progressively more restrictive constraints on operations, management, and
capital distributions of the institution as its regulatory capital decreases, or
in some cases, based on supervisory information other than the institution's
capital level. This framework and the authority it confers on the federal
banking agencies supplements other existing authority vested in such agencies to
initiate supervisory actions to address capital deficiencies. Moreover, other
provisions of law and regulation employ regulatory capital level designations
the same as or similar to those established by the prompt corrective action
provisions both in imposing certain restrictions and limitations and in
conferring certain economic and other benefits upon institutions. These include
restrictions on brokered deposits, FDIC deposit insurance limits on pass-through
deposits, limits on exposure to interbank liabilities, risk-based FDIC deposit
insurance premium assessments, and expedited action upon regulatory
applications.

FDIC-insured depository institutions are grouped into one of five prompt
corrective action capital categories -- well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized -- using the Tier 1 risk-based, total risk-based, and Tier 1
leverage capital ratios as the relevant capital measures. An institution is
considered well capitalized if it has a total risk-based capital ratio of at
least 10.00%, a Tier 1 risk-based capital ratio of at least 6.00% and a Tier 1
leverage capital ratio of at least 5.00% and is not subject to any written
agreement, order or capital directive to meet and maintain a specific capital
level for any capital measure. An adequately capitalized institution must have a
total risk-based capital ratio of at least 8.00%, a Tier 1 risk-based capital
ratio of at least 4.00% and a Tier 1 leverage capital ratio of at least 4.00%
(3.00% if the institution has achieved the highest composite rating in its most
recent examination) and is not well capitalized. At December 31, 2002, each
KeyCorp insured depository institution subsidiary met the requirements for the
"well capitalized" capital category. An institution's prompt corrective action
capital category, however, may not constitute an accurate representation of the
overall financial condition or prospects of KeyCorp or its bank subsidiaries,
and should be considered in conjunction with other available information
regarding Key's financial condition and results of operations.

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FDIC DEPOSIT INSURANCE

Because substantially all of the deposits of KeyCorp's depository institution
subsidiaries are insured up to applicable limits by the FDIC, these subsidiaries
are subject to deposit insurance premium assessments by the FDIC to maintain the
Bank Insurance Fund (the "BIF") and the Savings Association Insurance Fund (the
"SAIF") of the FDIC. The FDIC has adopted a risk-related deposit insurance
assessment system under which premiums, ranging in 2002 from zero to $.27 for
each $100 of domestic deposits, are imposed based upon the depository
institution's capitalization and federal supervisory evaluation. Each of
KeyCorp's depository institution subsidiaries in 2002 qualified for a deposit
insurance assessment rate of zero. The FDIC is authorized to increase deposit
insurance premium assessments in certain circumstances. Any such increase would
have an adverse effect on Key's earnings.

In May 2002, the U.S. House of Representatives passed H.R. 3717, the Federal
Deposit Insurance Reform Act of 2002. Under this legislation: (i) BIF and SAIF
would merge into a single Deposit Insurance Fund ("DIF"), (ii) DIF coverage
limits would significantly increase with an inflation adjustment index for
future increases in coverage, (iii) a designated reserve ratio within a range of
1.15% to 1.40% would apply to DIF replacing the 1.25% designated reserve ratio
applicable under current law to BIF and SAIF, with the FDIC determining at least
annually the designated reserve ratio within the range that will apply to DIF,
(iv) current deposit insurance assessments would be set in an amount the FDIC
determines to be appropriate (including a maximum base assessment of $.01 per
$100 of assessable deposits for insured depository institutions in the lowest
risk category, so long as the DIF reserve ratio does not fall below 1.15%), (v)
a one-time credit predicated upon the December 31, 1996, assessment base of
eligible insured depository institutions would be available (with the amount of
such credit being limited for institutions exhibiting financial, operational, or
compliance weakness, including undercapitalization), (vi) the payment of
dividends to insured depository institutions would be required whenever the DIF
reserve ratio equals or exceeds specified percentages, (vii) an on-going system
of credits to be applied against future assessments would be established on the
same basis as the payment of dividends, and (viii) restoration plans for DIF
would be required to be established and implemented by the FDIC whenever DIF's
reserve ratio falls (or is projected to fall) below its then applicable
designated reserve ratio. This proposed legislation was not enacted into law
before the adjournment of the 107th Congress. Similar legislation has been
introduced in the 108th Congress. Enactment into law of legislation similar to
H.R. 3717 can be expected to adversely affect the results of operations of all
insured depository institutions, including KBNA and Key Bank USA.

FINANCIAL MODERNIZATION LEGISLATION

The Gramm-Leach-Bliley Act (the "GLBA"), enacted in November of 1999, authorizes
new activities for qualifying financial institutions. The GLBA repeals
significant provisions of the Glass-Steagall Act to permit commercial banks,
among other things, to have affiliates that underwrite and deal in securities
and make merchant banking investments provided certain conditions are met. The
GLBA modifies the BHCA to permit bank holding companies that meet certain
specified standards (known as "financial holding companies") to engage in a
broader range of financial activities than previously permitted under the BHCA,
and allows subsidiaries of commercial banks that meet certain specified
standards (known as "financial subsidiaries") to engage in a wide range of
financial activities that are prohibited to such banks themselves under certain
circumstances. In 2000, KeyCorp elected to become a financial holding company.
Under the authority conferred by the GLBA, Key has been able to expand the
nature and scope of its equity investments in nonfinancial companies, operate
its McDonald Investments Inc. subsidiary with fewer operating restrictions, and
acquire financial subsidiaries to engage in real estate leasing activities and
insurance agency activities without geographic restriction.

GLBA also established new requirements for financial institutions to provide new
privacy protections to consumers. The federal banking agencies jointly adopted a
final regulation providing for the implementation of these protections. It
requires a financial institution to provide notice to customers about its
privacy policies and practices, describes under what conditions a financial
institution may disclose nonpublic personal information about consumers to
non-affiliated third parties, and provides an "opt-out" method for consumers to
prevent the

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financial institution from disclosing that information to non-affiliated third
parties. Financial institutions were required to be in compliance with the final
regulation by July 1, 2001.

Effective in May 2001, GLBA repealed the blanket exception for banks and savings
associations from the definitions of "broker" and "dealer" under the Securities
Exchange Act of 1934, and replaced this full exception with functional
exceptions. Under the statute, these institutions that engage in securities
activities either must conduct those activities through a broker-dealer or
conform their securities activities to those which qualify for functional
exceptions. The SEC issued interim final rules in May 2001, which include a
temporary exemption for banks from the definitions of "broker" and "dealer."
Since that time, the SEC has extended this temporary extension. The most recent
extension provides that banks are exempt from the definition of "broker" until
May 2003 and from the definition of "dealer" until February 2003. The SEC has
also indicated that it expects to amend the interim final rules, and that it
does not expect banks to develop compliance systems to bring their operations
into compliance with the interim final rules until they have been amended. In
November 2002, the SEC published proposed amendments to the interim final rules
principally with respect to the "dealer" exemption. These proposed amendments
were adopted in final form in February 2003 and become effective in September
2003.

ITEM 2. PROPERTIES

The headquarters of KeyCorp, KBNA and Key Bank USA are located in Key Tower at
127 Public Square, Cleveland, Ohio 44114-1306. At December 31, 2002, Key leased
approximately 695,000 square feet of the complex, encompassing the first
twenty-three floors, the 28th floor and the 54th through 56th floors of the
57-story Key Tower. As of the same date, the bank subsidiaries of KeyCorp owned
503 of their branch banking offices and leased 407 offices. The lease terms for
applicable branch banking offices are not individually material, with terms
ranging from month-to-month to 99-years from inception. Additional information
pertaining to Key's properties is presented in Note 1 ("Summary of Significant
Accounting Policies"), beginning on page 57 of the Financial Review section of
KeyCorp's 2002 Annual Report to Shareholders and is incorporated herein by
reference.

ITEM 3. LEGAL PROCEEDINGS

The information presented in the Legal Proceedings section of Note 19
("Commitments, Contingent Liabilities and Guarantees"), beginning on page 81 of
the Financial Review section of KeyCorp's 2002 Annual Report to Shareholders is
incorporated herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this report, no matter
was submitted to a vote of security holders of KeyCorp.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The dividend restrictions discussion on page 3 of this report and the following
disclosures included in the Financial Review section of KeyCorp's 2002 Annual
Report to Shareholders are incorporated herein by reference:

8

ITEM 6. SELECTED FINANCIAL DATA

The Selected Financial Data presented on page 23 of the Financial Review section
of KeyCorp's 2002 Annual Report to Shareholders is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information included under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" presented on pages 20 through 51
of the Financial Review section of KeyCorp's 2002 Annual Report to Shareholders
is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information included under the caption "Market risk management" presented on
pages 30 through 32 of the Financial Review section of KeyCorp's 2002 Annual
Report to Shareholders is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Selected Quarterly Financial Data and the financial statements and the notes
thereto, presented on page 51 and on pages 53 through 88, respectively, of the
Financial Review section of KeyCorp's 2002 Annual Report to Shareholders are
incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item is set forth in the sections captioned
"Issue One -- ELECTION OF DIRECTORS" and "EXECUTIVE OFFICERS" contained in
KeyCorp's definitive Proxy Statement for the 2003 Annual Meeting of Shareholders
to be held May 22, 2003, and is incorporated herein by reference. The
information set forth in the sections captioned, "AUDIT REVIEW COMMITTEE
INDEPENDENCE" and "AUDIT REVIEW COMMITTEE REPORT" contained in KeyCorp's
definitive Proxy Statement for the 2003 Annual Meeting of Shareholders to be
held May 22, 2003, are not incorporated by reference in this report on Form
10-K. KeyCorp expects to file its final proxy statement on or before April 2,
2003.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is set forth in the sections captioned
"THE BOARD OF DIRECTORS AND ITS COMMITTEES," "COMPENSATION OF EXECUTIVE
OFFICERS" and "EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS" contained in
KeyCorp's definitive Proxy Statement for the 2003 Annual Meeting of Shareholders
to be held May 22, 2003, and is incorporated herein by reference. The
information set forth in the sections captioned "COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION" and "KEYCORP STOCK PRICE PERFORMANCE" contained in
KeyCorp's definitive Proxy Statement for the 2003 Annual Meeting of Shareholders
to be held May 22, 2003, is not incorporated by reference in this report on Form
10-K. KeyCorp expects to file its final proxy statement on or before April 2,
2003.

9

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is set forth in the sections captioned
"EQUITY COMPENSATION PLAN INFORMATION" and "SHARE OWNERSHIP AND PHANTOM STOCK
UNITS" contained in KeyCorp's definitive Proxy Statement for the 2003 Annual
Meeting of Shareholders to be held May 22, 2003, and is incorporated herein by
reference. KeyCorp expects to file its final proxy statement on or before April
2, 2003.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is set forth in the section captioned
"Issue One -- ELECTION OF DIRECTORS" contained in KeyCorp's definitive Proxy
Statement for the 2003 Annual Meeting of Shareholders to be held May 22, 2003,
and is incorporated herein by reference. KeyCorp expects to file its final proxy
statement on or before April 2, 2003.

ITEM 14. CONTROLS AND PROCEDURES

As a bank holding company, KeyCorp is subject to the internal control reporting
requirements of the Federal Deposit Insurance Corporation Improvement Act, which
became effective in 1993 ("FDICIA"). FDICIA requirements include an annual
assessment by our Chief Executive Officer and Chief Financial Officer of the
effectiveness of our internal controls over financial reporting, which generally
include those controls relating to the preparation of our financial statements
in conformity with accounting principles generally accepted in the United
States. In addition, under FDICIA our independent auditors have annually
examined and attested to, without qualification, management's assertions
regarding the effectiveness of our internal controls. Accordingly, we have had
an established process of maintaining and evaluating our internal controls over
financial reporting.

In connection with recent legislation and regulations, our management has also
focused its attention on our "disclosure controls and procedures" which, as
defined by the SEC, are generally those controls and procedures designed to
ensure that financial and nonfinancial information required to be disclosed in
KeyCorp's reports filed with the SEC is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and that
such information is accumulated and communicated to KeyCorp's management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. In light
of the new requirements, we have engaged in a process of reviewing our
disclosure controls and procedures. As a result of our review, and although we
believe that our pre-existing disclosure controls and procedures were effective
in enabling us to comply with our disclosure obligations, we have implemented
enhancements, which include establishing a disclosure committee and generally
formalizing and documenting disclosure controls and procedures that we already
have in place. Any future refinements to our controls and procedures will
continue to build upon our existing framework.

Following the review described above and the establishment of our disclosure
committee and within the 90-day period prior to the filing of this report,
KeyCorp carried out an evaluation, under the supervision and with the
participation of KeyCorp's management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of
KeyCorp's disclosure controls and procedures. Based upon that evaluation,
KeyCorp's Chief Executive Officer and Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures were effective.
There have been no significant changes in internal controls that could
significantly affect internal controls subsequent to the date the Chief
Executive Officer and Chief Financial Officer completed their evaluation.

10

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) FINANCIAL STATEMENTS

The following financial statements of KeyCorp and its subsidiaries, and the
auditor's report thereon, are incorporated herein by reference to the pages
indicated in the Financial Review section of KeyCorp's 2002 Annual Report to
Shareholders:

(a)(2) FINANCIAL STATEMENT SCHEDULES

All financial statement schedules for KeyCorp and its subsidiaries have been
included in the consolidated financial statements or the related footnotes, or
they are either inapplicable or not required.

(a)(3) EXHIBITS*

3.1 Amended and Restated Articles of Incorporation of KeyCorp
filed, as Exhibit 3 to Form 10-Q for the quarter ended
September 30, 1998, and incorporated herein by reference.
3.2 Amended and Restated Regulations of KeyCorp, effective May
23, 2002, filed as Exhibit 3.2 to Form 10-Q for the quarter
ended June 30, 2002, and incorporated herein by reference.
4.1 Restated Rights Agreement, dated as of May 15, 1997, between
KeyCorp and KeyBank National Association, as Rights Agent,
filed on June 19, 1997, as Exhibit 1 to Form 8-A, and
incorporated herein by reference.
10.1 Form of Change of Control Agreement between KeyCorp and
Certain Executive Officers of KeyCorp, effective January 17,
2002, filed as Exhibit 10.5 to Form 10-Q for the quarter
ended June 30, 2002, and incorporated herein by reference.
10.2 Form of Premium Priced Option Grant between KeyCorp and
Henry L. Meyer III, dated January 13, 1999, filed as Exhibit
10.3 to Form 10-Q for the quarter ended March 31, 1999, and
incorporated herein by reference.
10.3 Form of Option Grant between KeyCorp and Henry L. Meyer III,
dated November 15, 2000, filed as Exhibit 10.6 to Form 10-K
for the year ended December 31, 2000, and incorporated
herein by reference.
10.4 Form of Award of Restricted Stock (2002-2003), filed as
Exhibit 10.1 to Form 10-Q for the quarter ended March 31,
2002, and incorporated herein by reference.
10.5 Form of Award of Restricted Stock (2002-2004), filed as
Exhibit 10.2 to Form 10-Q for the quarter ended March 31,
2002, and incorporated herein by reference.
10.6 Award of Restricted Stock to Henry L. Meyer III (2002-2003),
filed as Exhibit 10.3 to Form 10-Q for the quarter ended
March 31, 2002, and incorporated herein by reference.
10.7 Award of Restricted Stock to Henry L. Meyer III (2002-2004),
filed as Exhibit 10.4 to Form 10-Q for the quarter ended
March 31, 2002, and incorporated herein by reference.
10.8 Amended and Restated Employment Agreement between KeyCorp
and Henry L. Meyer III, dated July 18, 2002, filed as
Exhibit 10.6 to Form 10-Q for the quarter ended June 30,
2002, and incorporated herein by reference.

11

10.9 Amended Employment Agreement among KeyCorp, Robert T.
Clutterbuck and McDonald Investments Inc., dated September
16, 2002, filed as Exhibit 10 to Form 10-Q for the quarter
ended September 30, 2002, and incorporated herein by
reference.
10.10 Letter Agreement between KeyCorp and Thomas W. Bunn, dated
February 11, 2002.
10.11 KeyCorp Annual Incentive Plan as amended and restated on
January 17, 2001, filed as Exhibit 10.3 to Form 10-Q for the
quarter ended March 31, 2001, and incorporated herein by
reference.
10.12 KeyCorp Amended and Restated 1991 Equity Compensation Plan
(amended as of November 21, 2002).
10.13 Society Corporation 1988 Stock Option Plan, amended as of
September 19, 1996, filed as Exhibit 10.11 to Form 10-K for
the year ended December 31, 1996, and incorporated herein by
reference.
10.14 KeyCorp 1988 Stock Option Plan, amended and restated as of
September 19, 1996, filed as Exhibit 10.20 to Form 10-K for
the year ended December 31, 1996, and incorporated herein by
reference.
10.15 McDonald & Company Investments, Inc. Stock Option Plan,
filed as Exhibit 10.39 to Form 10-K for the year ended
December 31, 1998, and incorporated herein by reference.
10.16 McDonald & Company Investments, Inc. 1995 Key Employees
Stock Option Plan, filed as Exhibit 10.40 to Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference.
10.17 KeyCorp Directors' Stock Option Plan (November 17, 1994
Restatement) filed as Exhibit 10.37 to Form 10-K for the
year ended December 31, 1994, and incorporated herein by
reference.
10.18 KeyCorp 1997 Stock Option Plan for Directors as amended and
restated on March 14, 2001, filed as Exhibit 10.1 to Form
10-Q for the quarter ended March 31, 2001, and incorporated
herein by reference.
10.19 KeyCorp Umbrella Trust for Directors between KeyCorp and
National Bank of Detroit, dated July 1, 1990, filed as
Exhibit 10.28 to Form 10-K for the year ended December 31,
1996, and incorporated herein by reference.
10.20 Amended and Restated Director Deferred Compensation Plan
(May 18, 2000 Amendment and Restatement) filed as Exhibit 10
to Form 10-Q for the quarter ended June 30, 2000, and
incorporated herein by reference.
10.21 KeyCorp Directors' Survivor Benefit Plan, effective
September 1, 1990, filed as Exhibit 10.25 to Form 10-K for
the year ended December 31, 1996, and incorporated herein by
reference.
10.22 KeyCorp Excess 401(k) Savings Plan (Amended and Restated as
of January 1, 1998), filed as Exhibit 10.31 to Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference.
10.23 KeyCorp Excess Cash Balance Pension Plan (Amended and
Restated as of January 1, 1998), filed as Exhibit 10.34 to
Form 10-K for the year ended December 31, 1998, and
incorporated herein by reference.
10.24 First Amendment to KeyCorp Excess Cash Balance Pension Plan,
effective July 1, 1999, filed as Exhibit 10.4 to Form 10-Q
for the quarter ended September 30, 1999, and incorporated
herein by reference.
10.25 KeyCorp Deferred Compensation Plan (Amended and Restated as
of January 1, 1998), filed as Exhibit 10.38 to Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference.
10.26 First Amendment to KeyCorp Deferred Compensation Plan filed
as Exhibit 10.28 to Form 10-K for the year ended December
31, 2001, and incorporated herein by reference.
10.27 Second Amendment to KeyCorp Deferred Compensation Plan filed
as Exhibit 10.29 to Form 10-K for the year ended December
31, 2001, and incorporated herein by reference.
10.28 Third Amendment to KeyCorp Deferred Compensation Plan.

12

10.29 KeyCorp Automatic Deferral Plan, filed as Exhibit 10.3 to
Form 10-Q for the quarter ended September 30, 1999, and
incorporated herein by reference.
10.30 First Amendment to KeyCorp Automatic Deferral Plan, filed as
Exhibit 10.31 to Form 10-K for the year ended December 31,
2000, and incorporated herein by reference.
10.31 McDonald Financial Group Deferral Plan.
10.32 KeyCorp Signing Bonus Plan (effective January 1, 1999).
10.33 First Amendment to KeyCorp Signing Bonus plan (effective
January 1, 2001).
10.34 Key Asset Management Long Term Incentive Plan.
10.35 KeyCorp Commissioned Deferred Compensation Plan as amended
and restated as of January 1, 2002.
10.36 KeyCorp Excess 401(k) Savings Plan.
10.37 Trust Agreement for certain amounts that may become payable
to certain executives and directors of KeyCorp, dated April
1, 1997, filed as Exhibit 10.2 to Form 10-Q for the quarter
ended June 30, 1997, and incorporated herein by reference.
10.38 Trust Agreement (Executive Benefits Rabbi Trust), dated
November 3, 1988, filed as Exhibit 10.20 to Form 10-K for
the year ended December 31, 1995, and incorporated herein by
reference.
10.39 KeyCorp Umbrella Trust for Executives between KeyCorp and
National Bank of Detroit, dated July 1, 1990, filed as
Exhibit 10.27 to Form 10-K for the year ended December 31,
1996, and incorporated herein by reference.
10.40 KeyCorp Supplemental Retirement Plan, amended, restated and
effective January 1, 2002.
10.41 KeyCorp Supplemental Retirement Benefit Plan, effective
January 1, 1981, restated August 16, 1990, amended January
1, 1995, and August 1, 1996, filed as Exhibit 10.26 to Form
10-K for the year ended December 31, 1998, and incorporated
herein by reference.
10.42 Third Amendment to KeyCorp Supplemental Retirement Benefit
Plan, effective July 1, 1999, filed as Exhibit 10.6 to Form
10-Q for the quarter ended September 30, 1999, and
incorporated herein by reference.
10.43 KeyCorp Executive Supplemental Pension Plan, amended,
restated and effective August 1, 1996, filed as Exhibit
10.29 to Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
10.44 First Amendment to KeyCorp Executive Supplemental Pension
Plan, effective January 1, 1997, filed as Exhibit 10.27 to
Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference.
10.45 Third Amendment to KeyCorp Executive Supplemental Pension
Plan, filed as Exhibit 10.42 to Form 10-K for the year ended
December 31, 2000, and incorporated herein by reference.
10.46 KeyCorp Supplemental Retirement Benefit Plan for Key
Executives, effective July 1, 1990, restated August 16,
1990, amended as of January 1, 1995, and August 1, 1996,
filed as Exhibit 10.26 to Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
10.47 Third Amendment to KeyCorp Supplemental Retirement Benefit
Plan for Key Executives, effective July 1, 1999, filed as
Exhibit 10.7 to Form 10-Q for the quarter ended September
30, 1999, and incorporated herein by reference.
10.48 KeyCorp Survivor Benefit Plan, effective September 1, 1990,
filed as Exhibit 10.17 to Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
12 Statement regarding Computation of Ratios.
13 KeyCorp 2002 Annual Report to Shareholders.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
24 Powers of Attorney.

13

99.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

KeyCorp hereby agrees to furnish the SEC upon request, copies of instruments
outstanding, including indentures, which define the rights of long-term debt
security holders.

All documents listed as Exhibits 10.1 through 10.48 constitute management
contracts or compensatory plans or arrangements.

* Copies of these Exhibits have been filed with the SEC. Shareholders may obtain
a copy of any exhibit, upon payment of reproduction costs, by writing KeyCorp
Investor Relations, at 127 Public Square (Mail Code OH-01-27-1113), Cleveland,
OH 44114-1306.

(b) REPORTS ON FORM 8-K

October 17, 2002 -- Item 5. Other Events, Item 7. Financial Statements and
Exhibits and Item 9. Regulation FD Disclosure. Reporting that on October 17,
2002, KeyCorp issued a press release announcing its earnings results for the
three-and nine-month periods ended September 30, 2002, and providing a slide
presentation reviewed in the related conference call/webcast.

No other reports on Form 8-K were filed during the fourth quarter of 2002.

INFORMATION AVAILABLE ON WEBSITE

KeyCorp makes available free of charge on its website, www.Key.com, its annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to these reports as soon as reasonably practicable after KeyCorp
electronically files such material with, or furnishes it to, the SEC.

14

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE DATE INDICATED.
KEYCORP

/s/ THOMAS C. STEVENS
------------------------------------
THOMAS C. STEVENS
Vice Chairman, Chief Administrative
Officer and Secretary
March 21, 2003

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATE INDICATED.

/s/ Thomas C. Stevens
------------------------------------
* By Thomas C. Stevens,
attorney-in-fact
March 21, 2003

15

CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Henry L. Meyer III, certify that:

1. I have reviewed this annual report on Form 10-K of KeyCorp;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

/s/ Henry L. Meyer III
-----------------------------------------------------
Henry L. Meyer III
Chairman, President and
Date: March 12, 2003 Chief Executive Officer

16

CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Jeffrey B. Weeden, certify that:

1. I have reviewed this annual report on Form 10-K of KeyCorp;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

/s/ Jeffrey B. Weeden
-----------------------------------------------------
Jeffrey B. Weeden
Date: March 12, 2003 Chief Financial Officer