1 PRICING SUPPLEMENT NO. 16, DATED: JULY 23, 2001 RULE 424(b)(2) to Prospectus Supplement Dated December 11, 2000 REGISTRATION STATEMENT NO. 333-50802 to Prospectus Dated December 11, 2000 KEYCORP $25,000,000 [X] SENIOR MEDIUM-TERM NOTES, SERIES F [ ] SUBORDINATED MEDIUM-TERM NOTES, SERIES E [X] Floating Rate Notes [ ] ___% Fixed Rate Notes [X] Book-Entry Notes [ ] Certificated Notes Original Issue Date: JULY 25, 2001 Maturity Date: July 25, 2003 Issue Price: 99.9611% Paying Agent: Bankers Trust Company Authenticating Agent: Bankers Trust Company 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): n/a Authorized Denominations: Repayment Price(s): n/a 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: 2 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 effective Interest Determination Date: Two London business on July 23, 2001 plus .24% days prior to each Interest Reset Date Index Maturity: 3-month LIBOR Interest Reset Period: Quarterly Spread (Plus or minus): plus .24% Interest Reset Dates: Quarterly, on the 25th of each January, April, July and October, commencing on October 25, 2001 Maximum Interest Rate: n/a Interest Payment Dates: Quarterly, on the 25th of each January, April, July and October, commencing on October 25, 2001 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): n/a AGENT: [ ] Salomon Smith Barney Inc. Agent's Discount or Commission: $9,725 (.0389%) [ ] Chase Securities Inc. Trade Date: July 23, 2001 [ ] Credit Suisse First Boston Corporation Proceeds to KeyCorp: $24,990,275 [ ] Deutsche Bank Securities Inc. [ ] Goldman, Sachs & Co. [ ] Lehman Brothers Inc. [ ] McDonald Investments Inc. [X] J.P. Morgan Securities 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