PRICING SUPPLEMENT NO. 2, DATED: April 24, 2002 RULE 424(b)(2)
to Prospectus Supplement Dated November 28, 2001 REGISTRATION STATEMENT NO. 333-73380
to Prospectus Dated November 28, 2001
KEYCORP
$10,000,000
[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: April 26, 2002
Maturity Date: April 26, 2005
Issue Price: 99.91%
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 April 24, Interest Determination Date: Two London business days prior
2002 + 42 basis points to the reset date
Index Maturity: 3 month LIBOR Interest Reset Period: Quarterly
Spread (Plus or minus): +42 basis points Interest Reset Dates: Quarterly on the 26th day of each of
July, October, January and April
Maximum Interest Rate: N/A Interest Payment Dates: Quarterly on the 26th day of each of
July, October, January and April, commencing on July 26,
2002
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: .09% ($9,000)
[ ] Banc of America Securities LLC Trade Date: April 23, 2002
[ ] Credit Suisse First Boston Corporation Proceeds to KeyCorp: $9,991,000
[ ] Deutsche Bank Securities Inc.
[ ] Goldman, Sachs & Co.
[ ] HSBC Securities (USA), Inc.
[ ] J.P. Morgan Securities Inc.
[ ] Lehman Brothers Inc.
[ ] McDonald Investments Inc.
[ ] Morgan Stanley & Co. Incorporated
[X] Other Bear, Stearns & Co., Inc.
[ ] 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