424B2 1 l20490ae424b2.txt KEYCORP 424B2 . . . PRICING SUPPLEMENT NO. 2, DATED: May 22, 2006 RULE 424(b)(2) to Prospectus Supplement Dated January 25, 2005 REGISTRATION STATEMENT NO. 333-121553 to Prospectus Dated January 25, 2005 KEYCORP $500,000,000 [X] SENIOR MEDIUM-TERM NOTES, SERIES H [ ] SUBORDINATED MEDIUM-TERM NOTES, SERIES G [X] Floating Rate Notes [ ] ___% Fixed Rate Notes [X] Book-Entry Notes [ ] Certificated Notes Original Issue Date: May 25, 2006 Maturity Date: May 26, 2009 Issue Price: 99.900% 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 May 31 and November 30:
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: One month USD LIBOR Interest Determination Date: Two London business days prior +10 basis points to each Interest Reset Date Index Maturity: One month USD LIBOR Interest Reset Period: Monthly Spread (Plus or minus): +10 basis points Interest Reset Dates: Monthly on the 26th day of each month Maximum Interest Rate: N/A Interest Payment Dates: Monthly on the 26th day of each month, commencing on June 26, 2006 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: [ ] Bear, Stearns & Co. Inc. Agent's Discount or Commission: 0.100% ($500,000) [ ] Citigroup Global Markets Inc. Trade Date: May 22, 2006 [X] Credit Suisse Securities (USA) LLC Proceeds to KeyCorp: $499,500,000 [ ] Deutsche Bank Securities Inc. [X] Goldman, Sachs & Co. [ ] HSBC Securities (USA), Inc. [X] J.P. Morgan Securities Inc. [X] KeyBanc Capital Markets, a division of McDonald Investments Inc. [ ] Merrill Lynch, Pierce, Fenner and Smith Incorporated [X] Morgan Stanley & Co. Incorporated [X] UBS Securities LLC [X] Other: Lehman Brothers 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: [X] a fixed public offering price of 100% of the Principal amount [ ] varying prices related to prevailing market prices at the time of resale to be determined by such Agent