<DOCUMENT>
<TYPE>EX-1.B
<SEQUENCE>3
<FILENAME>l84408aex1-b.txt
<DESCRIPTION>EXHIBIT 1(B)
<TEXT>

<PAGE>   1
                                                                  Exhibit (1)(B)

                                     KeyCorp

                                 $1,011,500,000

                       Senior Medium-Term Notes, Series F

                    Subordinated Medium-Term Notes, Series E

                   Due Nine Months or More From Date of Issue

                             DISTRIBUTION AGREEMENT
                             ----------------------

                                                               November __, 2000
SALOMON SMITH BARNEY INC.
390 Greenwich Street
New York, New York  10013

BANC OF AMERICA SECURITIES LLC
100 North Tryon Street
Charlotte, North Carolina 28255

CHASE SECURITIES INC.
270 Park Avenue
New York, New York  10017

CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, New York  10010

DEUTSCHE BANK SECURITIES INC.
31 West 52nd Street
New York, New York  10019

GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York  10004

LEHMAN BROTHERS INC.
3 World Financial Center
New York, New York  10285



<PAGE>   2
                                       2
MCDONALD INVESTMENTS INC.
800 Superior Avenue
Cleveland, Ohio 44114

J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York  10260

MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York  10036

Dear Sirs:

                  KeyCorp, an Ohio corporation (the "Company"), confirms its
agreement with each of you with respect to the issue and sale from time to time
by the Company of its Senior Medium-Term Notes, Series F and Subordinated
Medium-Term Notes, Series E Due Nine Months or More From Date of Issue (the
"Notes") in an aggregate initial offering price of up to $1,011,500,000 (or the
equivalent thereof in one or more foreign currencies or composite currencies),
as such amount shall be reduced by the aggregate initial offering price of any
other debt securities issued by the Company, whether within or without the
United States ("Other Securities") pursuant to the registration statement
referred to below, and agrees with each of you (individually, an "Agent," and
collectively, the "Agents," which term shall include any additional agents
appointed pursuant to Section 13 hereof) as set forth in this Agreement. The
Notes may be issued as senior indebtedness (the "Senior Notes") or as
subordinated indebtedness (the "Subordinated Notes") of the Company. The Senior
Notes will be issued under an indenture, dated as of June 10, 1994 (as the same
may be supplemented or amended from time to time, the "Senior Indenture"),
between the Company and Bankers Trust Company, as Trustee (the "Senior
Trustee"), and the Subordinated Notes will be issued under an indenture, dated
as of June 10, 1994 (as the same may be supplemented or amended from time to
time, the "Subordinated Indenture"), between the Company and Bankers Trust
Company, as Trustee (the "Subordinated Trustee"). The Senior Indenture and
Subordinated Indenture are herein sometimes collectively referred to
individually as an "Indenture" and collectively as "Indentures" and the Senior
Trustee and Subordinated Trustee are herein sometimes collectively referred to
individually as a "Trustee" and collectively as the "Trustees." Wherever the
terms "Indenture" and "Trustee" are used with respect to a specific issuance of
Notes they shall mean the Senior Indenture and Senior Trustee, in the case of an
issuance of unsecured and unsubordinated Notes, and the Subordinated Indenture
and Subordinated Trustee, in the case of an issuance of unsecured and
subordinated Notes. The Notes shall have the maturities, interest rates,
redemption provisions, if any, and other terms set forth in the supplement to
the Basic Prospectus referred to below. The Notes will be issued, and the terms
and rights thereof established, from time to time by the Company in accordance
with the Indenture.

                  On the basis of the representations and warranties herein
contained, but subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Notes directly to investors
(other than broker-dealers, except as provided in Section 2(a)) on its own
behalf, the Company hereby (i) appoints the Agents as the agents of the Company
for the purpose of soliciting and receiving offers to purchase Notes from the
Company by others pursuant to Section 2(a) hereof and (ii) agrees that, except
as otherwise contemplated herein, whenever it determines to sell Notes directly
to any Agent as principal, it will enter into a



<PAGE>   3
                                       3

separate agreement (each such agreement, a "Terms Agreement"), substantially in
the form of Exhibit A hereto, relating to such sale in accordance with Section
2(b) hereof.

                  The Company has prepared and filed a registration statement on
Form S-3 (No. 333-____), including a prospectus, relating to the Notes with the
Securities and Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Securities Act").
The Company also has filed with, or proposes to file with, the Commission
pursuant to Rule 424 under the Securities Act supplements to the Basic
Prospectus included in the Registration Statement that will describe certain
terms of the Notes. The Registration Statement, including the exhibits thereto,
as amended to the Commencement Date (as hereinafter defined) is hereinafter
referred to as the "Registration Statement" and the prospectus in the form in
which it appears in the Registration Statement is hereinafter referred to as the
"Basic Prospectus." The Basic Prospectus as supplemented by the prospectus
supplement or supplements (each, a "Prospectus Supplement") specifically
relating to the Notes in the form filed with, or transmitted for filing to, the
Commission pursuant to Rule 424 under the Securities Act is hereinafter referred
to as the "Prospectus." Any reference in this Agreement to the Registration
Statement, the Basic Prospectus, or the Prospectus shall be deemed to refer to
and include the documents, if any, incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Securities Act which were filed under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") on or before the
date of this Agreement or the date of the Basic Prospectus or the Prospectus, as
the case may be; and any reference to "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus or the Prospectus,
including any supplement to the Prospectus that sets forth only the terms of a
particular issue of the Notes (a "Pricing Supplement"), shall be deemed to refer
to and include any documents filed under the Exchange Act after the date of this
Agreement, or the date of the Basic Prospectus, or the Prospectus, as the case
may be, which are deemed to be incorporated by reference therein.

                  1. REPRESENTATIONS. The Company represents and warrants to,
and agrees with, each Agent as of the Commencement Date (as hereinafter
defined), as of each date on which you solicit offers to purchase Notes, as of
each date on which the Company accepts an offer to purchase Notes (including any
purchase by an Agent as principal pursuant to a Terms Agreement or otherwise),
as of each date the Company issues and sells Notes and as of each date the
Registration Statement or the Basic Prospectus is amended or supplemented, as
follows (it being understood that such representations and warranties shall be
deemed to relate to the Registration Statement, the Basic Prospectus and the
Prospectus, each as amended or supplemented to each such date):

                  (a) The Registration Statement has been declared effective by
         the Commission under the Securities Act; no stop order suspending the
         effectiveness of the Registration Statement has been issued and no
         proceeding for that purpose has been instituted or, to the knowledge of
         the Company, threatened by the Commission.

                  (b) The Company meets the requirements for use of Form S-3
         under the Securities Act and the Registration Statement and Prospectus
         (as amended or supplemented if the Company shall have furnished any
         amendments or supplements



<PAGE>   4
                                       4

         thereto) comply, or will comply, as the case may be, in all material
         respects with the Securities Act and the Trust Indenture Act of 1939,
         as amended, and the rules and regulations of the Commission thereunder
         (collectively, the "Trust Indenture Act"); each part of the
         Registration Statement and any amendment or supplement thereto, as of
         the date such part became or becomes effective, did not or will not
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; each Prospectus, and any amendment
         or supplement thereto, as of the date thereof, did not or will not
         include an untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Company makes no representations or warranties as to
         (i) that part of the Registration Statement which shall constitute the
         Statement of Eligibility (Form T-1) under the Trust Indenture Act of
         the Trustee or (ii) the information contained in or omitted from the
         Registration Statement or the Prospectus or any amendment thereof or
         supplement thereto in reliance upon and in conformity with information
         furnished in writing to the Company by or on behalf of any Agent
         specifically for use in connection with the preparation of the
         Registration Statement and such Prospectus.

                  (c) The documents incorporated by reference in the Prospectus,
         when they became effective or were filed with the Commission, as the
         case may be, comply, or will comply, as the case may be, in all
         material respects to the requirements of the Securities Act or the
         Exchange Act, as applicable, and none of such documents contained an
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading; and any further documents so filed and
         incorporated by reference in the Prospectus, or any amendment or
         supplement thereto, when such documents become effective or are filed
         with the Commission, as the case may be, will conform in all material
         respects to the requirements of the Securities Act or the Exchange Act,
         as applicable, and will not contain an untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading.

                  (d) (i) The Company has been duly organized and is validly
         existing as a corporation in good standing under the laws of the State
         of Ohio, with power and authority (corporate and other) to own its
         properties and conduct its business as described in the Prospectus, and
         is duly registered as a bank holding company under the Bank Holding
         Company Act of 1956, as amended, and has been duly qualified as a
         foreign corporation for the transaction of business and is in good
         standing under the laws of each jurisdiction in which it owns or leases
         properties, or conducts any business, so as to require such
         qualification, other than where the failure to be so qualified or in
         good standing, considering all such cases in the aggregate, does not
         involve a material risk to the business, properties, financial position
         or results of operations of the Company and its subsidiaries; (ii) each
         of its national bank subsidiaries is a duly organized and validly
         existing national banking association under the laws of the United
         States, continues to hold a valid certificate to do business as such
         and has full power and authority to conduct its business as such; each
         of its other significant subsidiaries, as defined in Regulation S-X
         (the "Significant Subsidiaries"), is duly organized and validly
         existing under the laws


<PAGE>   5
                                       5


         of the jurisdiction of its organization with corporate power and
         authority under such laws to conduct its business; and (iii) all of the
         outstanding shares of capital stock of each such subsidiary have been
         duly authorized and validly issued, are fully paid and non-assessable
         (except, with respect to any subsidiary that is a national bank, as
         provided by Section 55 of Title 12 of the United States Code; and, with
         respect to any subsidiary that is a bank incorporated under state law,
         except as provided by the laws of any such states and except as
         otherwise stated in the Registration Statement) are owned beneficially
         by the Company subject to no security interest, pledge, lien, charge or
         other encumbrance or adverse claim.

                  (e) Each of this Agreement and any other applicable Terms
         Agreement has been duly authorized, executed and delivered by the
         Company.

                  (f) The Notes have been duly authorized and established in
         conformity with the provisions of the relevant Indenture, and, when
         issued and delivered in accordance with the Indenture and delivered to
         and paid for by the purchasers thereof in accordance with this
         Agreement and any applicable Terms Agreement, will have been duly
         executed, issued and delivered by the Company and will constitute valid
         and binding obligations of the Company enforceable in accordance with
         their terms subject, as to enforcement, to bankruptcy, insolvency,
         reorganization and other similar laws of general applicability relating
         to or affecting creditors' rights and to general equity principles and
         will be entitled to the benefits provided by the Indenture, the
         Indenture has been duly authorized, executed and delivered by the
         Company and qualified under the Trust Indenture Act and constitutes a
         valid and binding instrument enforceable in accordance with its terms
         subject, as to enforcement, to bankruptcy, insolvency, reorganization
         and other similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles; and the
         Indenture conforms, and the Notes of any particular issuance of Notes
         will conform in all material respects, to the summary descriptions
         thereof in the Prospectus as amended or supplemented to relate to such
         issuance of Notes.

                  (g) The execution and delivery by the Company of this
         Agreement, the Notes, the Indentures and any applicable Terms
         Agreement, the issue and sale of the Notes and the performance by the
         Company of all of its obligations under this Agreement, the Notes, the
         Indentures and any Terms Agreement, and the consummation of the
         transactions herein and therein contemplated will not conflict with or
         result in a breach of any of the terms or provisions of, or constitute
         a default under, any indenture, mortgage, deed of trust, loan agreement
         or other material agreement or instrument to which the Company or any
         of its subsidiaries is a party or by which the Company or any of its
         subsidiaries is bound or to which any of the property or assets of the
         Company or any of its subsidiaries is subject, nor will such action
         contravene or result in any violation of the provisions of the Amended
         and Restated Articles of Incorporation or the Regulations of the
         Company or any applicable statute, rule or regulation or to the best of
         its knowledge, any order of any court or governmental agency or body
         having jurisdiction over the Company, its subsidiaries or any of their
         respective properties.

                  (h) To the knowledge of the Company and except as set forth in
         the Prospectus, there is no threatened action, suit or proceeding that
         could reasonably be


<PAGE>   6
                                       6


         expected to result in any material adverse change in the condition
         (financial or other), business or results of operations of the Company
         and its subsidiaries, or could reasonably be expected to materially and
         adversely affect the properties or assets thereof.

                  (i) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, there has not
         been any material adverse change in the condition (financial or other),
         business or results of operations of the Company and its subsidiaries,
         otherwise than as set forth or contemplated in the Prospectus.

                  (j) The Company has complied and will comply with all
         applicable provisions of Florida H.B. 1771, codified as Section 517.075
         of the Florida Statutes, and all regulations promulgated thereunder
         relating to issuers doing business in Cuba.

                  (k) Immediately after any sale of Notes by the Company
         hereunder or under any applicable Terms Agreement, the aggregate amount
         of Notes which shall have been issued and sold by the Company hereunder
         or under any Terms Agreement and of any securities of the Company
         (other than the Notes) that shall have been issued and sold pursuant to
         the Registration Statement will not exceed the amount of securities
         registered under the Registration Statement.

                  2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL. (a)
SOLICITATIONS AS AGENT. On the basis of the representations and warranties
herein contained, but subject to the terms and conditions herein set forth, each
of the Agents hereby severally and not jointly agrees, as agent of the Company,
to use its reasonable efforts to solicit offers to purchase the Notes from the
Company upon the terms and conditions set forth in the Prospectus as amended or
supplemented from time to time. So long as this Agreement shall remain in effect
with respect to any Agent, the Company shall not, without the consent of such
Agent, solicit or accept offers to purchase, or sell, Notes or any other debt
securities with a maturity at the time of original issuance of 9 months or more
except pursuant to this Agreement and any Terms Agreement, or except pursuant to
a private placement not constituting a public offering under the Securities Act
or except in connection with a firm commitment underwriting pursuant to an
underwriting agreement that does not provide for a continuous offering of
medium-term debt securities. However, the Company reserves the right to sell,
and may solicit and accept offers to purchase, Notes directly on its own behalf
to investors (other than broker-dealers, except to the extent set forth in the
next succeeding sentence). The Company may also sell Notes to an Agent acting as
principal for its own account or for resale to one or more investors. The
Company may from time to time offer Notes for sale otherwise than through an
Agent; provided, however, that so long as this Agreement shall be in effect the
Issuer shall not solicit or accept offers to purchase Notes through any agent
other than an Agent without amending this Agreement to appoint such agent an
additional Agent hereunder on the same terms and conditions as provided herein
for the Agents and without giving the Agents prior notice of such appointment;
except, that if from time to time the Company is approached by a prospective
agent offering to solicit a specific purchase of Notes, the Company may engage
such agent with respect to such specific purchase, only if, (i) such agent is
engaged on terms substantially similar (including the same commission schedule
as set forth herein) to the applicable terms of this Agreement (without being
required to become a


<PAGE>   7
                                       7


party hereto) and (ii) the Agents are given notice of such purchase promptly, in
each case after the purchase is agreed to.

                  The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase Notes. Upon receipt of at
least one business day's prior notice from the Company, each Agent will suspend
solicitation of offers to purchase Notes from the Company until such time as the
Company has advised such Agent or Agents that such solicitation may be resumed.
During the period of time that such solicitation is suspended, the Company shall
not be required to deliver any opinions, letters or certificates in accordance
with Sections 4(i), 4(j) and 4(k); provided that if the Registration Statement
or Prospectus is amended or supplemented during the period of suspension (other
than by an amendment or supplement providing solely for a change in the interest
rates, redemption provisions, amortization schedules or maturities offered for
the Notes or for a change that the Agents deem to be immaterial), no Agent shall
be required to resume soliciting offers to purchase Notes until the Company has
delivered such opinions, letters and certificates as such Agent may request.

                  The Company agrees to pay each Agent, as consideration for the
sale of each Note resulting from a solicitation made or an offer to purchase
received by such Agent, a commission in the form of a discount from the purchase
price of such Note in an amount equal to the following applicable percentage of
the principal amount of such Note sold:

<TABLE>
<CAPTION>
                                                                                          Commission (percentage of
                                                                                                  aggregate
                                                                                               principal amount
Range of Maturities                                                                             of Notes Sold)
-------------------                                                                             --------------
<S>                                                                                   <C>
From 9 months to less than 1 year...................................................                 .125%
From 1 year to less than 18 months..................................................                 .150%
From 18 months to less than 2 years.................................................                 .200%
From 2 years to less than 3 years...................................................                 .250%
From 3 years to less than 4 years...................................................                 .350%
From 4 years to less than 5 years...................................................                 .450%
From 5 years to less than 6 years...................................................                 .500%
From 6 years to less than 7 years...................................................                 .550%
From 7 years to less than 10 years..................................................                 .600%
From 10 years to less than 15 years.................................................                 .625%
From 15 years to less than 20 years.................................................                 .700%
From 20 years to 30 years...........................................................                 .750%
Greater than 30 years...............................................................     Negotiated at the time of
                                                                                         issuance
</TABLE>

                  The Agents are authorized to solicit offers to purchase Notes
only in the principal amount of $1,000 (or, in the case of Notes not denominated
in U.S. dollars, the equivalent thereof in the applicable foreign currency or
composite currency, rounded down to the nearest 1,000 units of such foreign
currency or composite currency) or any amount in excess thereof


<PAGE>   8
                                       8


which is an integral multiple of $1,000 (or, in the case of Notes not
denominated in U.S. dollars, 1,000 units of such foreign currency or composite
currency). Each Agent shall communicate to the Company, orally or in writing,
each offer to purchase Notes received by such Agent as agent that in its
judgment should be considered by the Company. The Company shall have the sole
right to accept offers to purchase the Notes and may reject any such offer in
whole or in part. Each Agent shall have the right, in its sole discretion, to
reject any offer to purchase Notes, as a whole or in part, that it considers to
be unacceptable and any such rejection shall not be deemed a breach of its
agreements herein contained. The procedural details relating to the issue and
delivery of Notes sold by an Agent as agent and the payment therefor are set
forth in the Administrative Procedures (as hereinafter defined).

                  (b) PURCHASE AS PRINCIPAL. Each sale of Notes to any Agent as
principal shall be made in accordance with the terms of this Agreement and
(unless such Agent shall otherwise agree) a Terms Agreement which will provide
for the sale of such Notes to, and the purchase and reoffering thereof by, such
Agent. Each Terms Agreement will take the form of Exhibit A hereto but may take
the form of either (i) a written agreement between you and the Company which may
be substantially in the form of Exhibit A hereto or (ii) an oral agreement
between you and the Company confirmed in writing by you to the Company.

                  The commitment of any Agent to purchase Notes as principal,
whether pursuant to any Terms Agreement or otherwise, shall be deemed to have
been made on the basis of the representations and warranties (made or deemed to
have been made as of the date of the Terms Agreement and as of the Time of
Delivery (as defined below)) of the Company herein contained and shall be
subject to the terms and conditions set forth herein and in the applicable Terms
Agreement. Each Terms Agreement by an Agent to purchase Notes as principal
(pursuant to a Terms Agreement or otherwise) shall specify the principal amount
of Notes to be purchased by such Agent pursuant thereto, the price to be paid to
the Company for such Notes, the maturity date of such Notes, the interest rate
or interest rate basis, if any, applicable to such Notes, any other terms of
such Notes, the time and date and place of delivery of and payment for such
Notes (the time and date of any and each such delivery and payment, the "Time of
Delivery"), any provisions relating to rights of, and default by, underwriters
acting together with such Agent in the reoffering of Notes, and shall also
specify any requirements for opinions of counsel, accountants' letters and
officers' certificates pursuant to Section 4 hereof. Unless otherwise specified
in a Terms Agreement, the procedural details relating to the issue and delivery
of Notes purchased by an Agent as principal and the payment therefor shall be as
set forth in the Administrative Procedures.

                  Unless otherwise specified in a Terms Agreement, if you are
purchasing Notes as principal you may resell such Notes to other dealers or to
investors and other purchasers. Any such sales to other dealers may be at a
discount, which shall not exceed the amount set forth in the Prospectus
Supplement relating to such Notes. Any such sales to investors and other
purchasers may be at prevailing market prices, or prices related thereto at the
time of such resale, at negotiated prices or otherwise, as determined by the
Agent.

                  (c) OBLIGATIONS SEVERAL. The Company acknowledges that the
obligations of the Agents are several and not joint and, subject to the
provisions of this Section 2, each Agent


<PAGE>   9
                                       9


shall have complete discretion as to the manner in which it solicits purchasers
for the Notes and as to the identity thereof.

                  (d) ADMINISTRATIVE PROCEDURES. The Agents and the Company
agree to perform their respective duties and obligations specifically provided
to be performed in the Medium-Term Notes Administrative Procedures (the
"Administrative Procedures") attached hereto as Exhibit B, as the same may be
amended from time to time. The Administrative Procedures may be amended only by
written agreement of the Company and the Agents.

                  3. COMMENCEMENT DATE. The documents required to be delivered
pursuant to Section 6 hereof on the Commencement Date (as defined below) or as a
condition precedent to your obligation to begin soliciting offers to purchase
Notes as agent of the Company shall be delivered to the Agents at the offices of
Shearman & Sterling, 599 Lexington Avenue, New York, New York, at 11:00 A.M.,
New York City time, on the date of this Agreement, which date and time of such
delivery may be postponed by agreement between the Agents and the Company but in
no event shall be later than the day prior to the date on which solicitation of
offers to purchase Notes is commenced or the first date on which the Company
accepts an offer by any Agent to purchase Notes as principal (such time and date
being referred to herein as the "Commencement Date").

                  4. COVENANTS OF THE COMPANY. The Company covenants and agrees
with each Agent: (a) (i) To make no amendment or supplement to the Registration
Statement or the Prospectus prior to the termination of the offering of the
Notes pursuant to this Agreement or any Terms Agreement which shall be
reasonably disapproved by any Agent after reasonable opportunity to comment
thereon, provided, however, that the foregoing shall not apply to any of the
Company's periodic filings with the Commission described in subsection (iii)
below, copies of which filings the Company will cause to be delivered to the
Agents promptly after their transmission to the Commission for filing; (ii)
subject to the foregoing clause (i), promptly to cause each Prospectus
Supplement to be filed with or transmitted for filing to the Commission in
accordance with Rule 424(b) under the Securities Act and to prepare, with
respect to any Notes to be sold through or to such Agent pursuant to this
Agreement, a Pricing Supplement with respect to such Notes in a form previously
approved by such Agent and to file such Pricing Supplement in accordance with
Rule 424(b) under the Securities Act; and (iii) promptly to file all reports and
any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Notes. The Company will promptly
advise each Agent (A) of the filing of any amendment or supplement to the Basic
Prospectus or any amendment to the Registration Statement and of the
effectiveness of any such amendment to the Registration Statement; (B) of the
receipt of any comments from the Commission with respect to the Registration
Statement, the Prospectus or the Prospectus Supplement; (C) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement; of the suspension of the qualification of the Notes for
offering or sale in any jurisdiction, or the institution or threatening of any
proceeding for any such purpose, or of any request by the Commission for any
amendment or supplement of the Registration Statement or Prospectus or for
additional information relating thereto or to any document incorporated by
reference in the Prospectus; and (D) of the receipt by the Company of any
notification with respect to any suspension of the qualification of the Notes
for offering or


<PAGE>   10
                                       10


sale in any jurisdiction, or the initiation or threatening of any proceeding for
any such purpose. The Company agrees to use every reasonable effort to prevent
the issuance of any such stop order or of any order suspending any such
qualification and, if issued, to use every reasonable effort to obtain the
lifting thereof at the earliest possible moment. If the Basic Prospectus is
amended or supplemented as a result of the filing under the Exchange Act of any
document incorporated by reference in the Prospectus, no Agent shall be
obligated to solicit offers to purchase Notes so long as it is not reasonably
satisfied with such document.

                  (b) To use its reasonable best efforts to qualify the Notes
for offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Agents shall reasonably request and to continue such qualification in
effect so long as reasonably required in connection with the distribution of the
Notes and to pay all fees and expenses (including fees and disbursements of
counsel to the Agents) reasonably incurred in connection with such qualification
and in connection with the determination of the eligibility of the Notes for
investment under the laws of such jurisdictions as such Agent may reasonably
designate; provided, however, that the Company shall not be required to file a
general consent to service of process or to qualify as a foreign corporation or
as a dealer in securities in any jurisdiction in which it is not so qualified or
to subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject. The Company will file such statements
and reports as may be required by the laws of each jurisdiction in which the
Notes have been qualified as above provided.

                  (c) To furnish each Agent and counsel to the Agents, at the
expense of the Company, a signed copy of the Registration Statement (as
originally filed) and each amendment thereto, in each case including exhibits
and documents incorporated by reference therein and, during the period mentioned
in paragraph (d) below, to furnish each Agent as many copies of the Prospectus
(including all amendments and supplements thereto) and documents incorporated by
reference therein as such Agent may reasonably request.

                  (d) If at any time when a prospectus relating to the Notes is
required to be delivered under the Securities Act, any event shall occur as a
result of which, in the opinion of counsel for the Agents or counsel for the
Company, the Prospectus, as then amended or supplemented, would include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made not misleading, or, if in the opinion of the Agents or the
Company, it is necessary at any time to amend or supplement the Prospectus, as
then amended or supplemented, to comply with law, to immediately notify the
Agents by telephone (with confirmation in writing) and request each Agent (i) in
its capacity as agent of the Company, to suspend solicitation of offers to
purchase Notes from the Company (and, if so notified, such Agent shall cease
such solicitations and cease using the Prospectus as soon as practicable, but in
any event not later than one business day later); and (ii) to cease sales of any
Notes such Agent may then own as principal. If the Company shall decide to amend
or supplement the Registration Statement or the Prospectus, as then amended or
supplemented, it shall so advise each Agent promptly by telephone (with
confirmation in writing) and, at its expense, shall prepare and cause to be
filed promptly with the Commission an amendment or supplement to the
Registration Statement or the Prospectus, as then amended or supplemented,
reasonably satisfactory in all respects to the Agents, that will correct such
statement or omission or effect such compliance and will supply such amended or
supplemented Prospectus to the Agents in such quantities as you


<PAGE>   11
                                       11


may reasonably request. Notwithstanding the foregoing, if there is incorrect
information in the written information furnished by the Agent or Agents to the
Company for use in the Prospectus and if such Prospectus is required to be
reprinted, then the expense of reprinting such Prospectus shall be borne,
severally, by the Agent or Agents who shall have furnished such incorrect
information. If any such amendment or supplement and any documents, opinions,
letters and certificates furnished to the Agents pursuant to Sections 4(e),
4(i), 4(j) and 4(k) in connection with the preparation and filing of such
amendment or supplement are reasonably satisfactory in all respects to the
Agents, upon the filing with the Commission of such amendment or supplement to
the Prospectus or upon the effectiveness of an amendment to the Registration
Statement, the Agents will resume the solicitation of offers to purchase Notes
hereunder. Notwithstanding any other provision of this Section 4(d), until the
distribution of any Notes any Agent may own as principal has been completed or
in the event such Agent, in the opinion of its counsel, is otherwise required to
deliver a prospectus in respect of a transaction in the Notes, if any event
described in this Section 4(d) occurs the Company will, at its own expense,
promptly prepare and file with the Commission an amendment or supplement,
satisfactory in all respects to such Agent; that will correct such statement or
omission or effect such compliance, will supply such amended or supplemented
Prospectus to such Agent in such quantities as such Agent may reasonably request
and shall furnish to such Agent pursuant to Sections 4(e), 4(i), 4(j) and 4(k)
such documents, certificates, opinions and letters as it may request in
connection with the preparation and filing of such amendment or supplement.

                  (e) To furnish to the Agents during the term of this Agreement
such relevant documents and certificates of officers of the Company relating to
the business, operations and affairs of the Company, the Registration Statement,
the Basic Prospectus, any amendments or supplements thereto, the Indentures, the
Notes, this Agreement, the Administrative Procedures, any applicable Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as the Agents may from time to time reasonably request and shall
notify the Agents promptly in writing of any downgrading, or on its receipt of
any notice of (i) any intended or potential downgrading or (ii) any review or
possible change that does not indicate an improvement in the rating accorded any
of the securities of, or guaranteed by, the Company by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act.

                  (f) To make generally available to its security holders and to
such Agent as soon as practicable but not later than 90 days after the close of
the period covered thereby earnings statements which shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission
promulgated thereunder covering periods of at least 12 months beginning in each
case with the first day of the fiscal quarter of the Company occurring after the
"effective date" (as defined in Rule 158) of the Registration Statement with
respect to each sale of Notes.

                  (g) So long as any Notes are outstanding, to furnish to such
Agent copies of all reports or other communications (financial or other)
furnished to holders of the Notes and copies of all annual reports, quarterly
reports and current reports filed with the Commission on Forms 10-K, 10-Q and
8-K, or such other similar forms as may be designated by the Commission, and all
material reports or other communications (financial or other) furnished to or

<PAGE>   12
                                       12


filed with any national securities exchange on which any class of securities of
the Company is listed.

                  (h) That, from the date of any applicable Terms Agreement with
such Agent or other agreement by such Agent to purchase Notes as principal with
a maturity of one year or longer and continuing to and including the business
day following the related Time of Delivery, not to offer, sell, contract to sell
or otherwise dispose of any debt securities of or guaranteed by the Company
which are denominated in the same currency as such Notes and with a maturity of
one year or longer, without the prior written consent of such Agent.

                  (i) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an amendment or
supplement providing solely for a change in the interest rates, redemption
provisions, amortization schedules or maturities offered on the Notes or for a
change the Agents deem to be immaterial) or there is filed with the SEC any
document incorporated by reference into the Prospectus (other than any Current
Report on Form 8-K) and each time the Company sells Notes to such Agent as
principal pursuant to a Terms Agreement or other agreement and such Terms
Agreement or other agreement specified the delivery of an opinion under this
Section 4(i) as a condition to the purchase of Notes pursuant to such Terms
Agreement or other agreement, the Company shall furnish or cause to be
furnished forthwith to such Agent a written opinion of Thompson Hine & Flory
LLP, and/or the General Counsel, any Associate General Counsel or any Senior
Managing Counsel to the Company, dated the date of such amendment or
supplement, or the related Time of Delivery relating to such sale, as the case
may be, in form satisfactory to such Agent, of the same tenor as the opinion
referred to in Section 6(b) hereof but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to the date of such
opinion, or, in lieu of such opinion, counsel last furnishing such an opinion,
may furnish to the Agents a letter to the effect that such Agent may rely on
the opinion of such counsel which was last furnished to such Agent to the same
extent as though it were dated the date of such letter (except that the
statements in such last opinion shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented to date of delivery of
such letter).

                  (j) That each time the Registration Statement or the
Prospectus shall be amended or supplemented to include or incorporate amended or
supplemented financial information or there is filed with the SEC any document
incorporated by reference into the Prospectus which contains additional
financial information (other than a Current Report on Form 8-K) and each time
the Company sells Notes to such Agent as principal pursuant to a Terms
Agreement or other agreement and such Terms Agreement or other agreement
specifies the delivery of a letter under this Section 4(j) as a condition to
the purchase of Notes pursuant to such Terms Agreement or other agreement, the
Company shall cause the independent certified public accountants who have
certified the financial statements of the Company and its subsidiaries included
or incorporated by reference in the Registration Statement forthwith to furnish
such Agent a letter, dated the date of such amendment or supplement or the
related Time of Delivery relating to such sale, as the case may be, of the same
tenor as the letter referred to in Section 6(d) hereof but modified to relate
to the Registration Statement and the Prospectus as amended or supplemented to
the date of such letter with such changes as may be necessary to reflect such
amended or supplemented financial information included or incorporated by
reference in the Registration Statement or the Prospectus as amended or
supplemented; provided, however, that, with respect to any financial
information or other matter, such letter may reconfirm as true and correct at
such date, as though made at and as of such date, rather than


<PAGE>   13
                                       13


repeat, statements with respect to such financial information or other matter
made in the letter referred to in Section 6(d) hereof which was last furnished
to such Agent.

                  (k) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an amendment or
supplement providing solely for a change in the interest rates, redemption
provisions, amortization schedules or maturities offered on the Notes or for a
change the Agents deem to be immaterial) or there is filed with the SEC any
document incorporated by reference into the Prospectus (other than any Current
Report on Form 8-K), and each time the Company sells Notes to such Agent as
principal and the applicable Terms Agreement or other agreement specifies the
delivery of a certificate under this Section 4(k) as a condition to the
purchase of Notes pursuant to such Terms Agreement or other agreement, the
Company shall furnish or cause to be furnished forthwith to such Agent a
certificate signed by an executive officer of the Company, dated the date of
such amendment or supplement or the related Time of Delivery relating to such
sale, as the case may be, of the same tenor as the certificates referred to in
Section 6(e) but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to the date of delivery of such
certificate or to the effect that the statements contained in the certificate
referred to in Section 6(e) hereof which was last furnished to such Agent are
true and correct at such date as though made at and as of such date (except
that such statements shall be deemed to relate to the Registration Statement
and the Prospectus as amended or supplemented to such date).

                  5. COSTS AND EXPENSES. The Company covenants and agrees with
each Agent that the Company will, whether or not any sale of Notes is
consummated, pay all costs and expenses incident to the performance of its
obligations hereunder and under any applicable Terms Agreement, including
without limiting the generality of the foregoing, all costs and expenses: (i)
incident to the preparation, issuance, execution, authentication and delivery of
the Notes, including any expenses of the Trustee; (ii) incident to the
preparation, printing and filing under the Securities Act of the Registration
Statement, the Prospectus and any preliminary prospectus (including in each case
all exhibits, amendments and supplements thereto); (iii) incurred in connection
with the registration or qualification and determination of eligibility for
investment of the Notes under the laws of such jurisdictions as the Agents (or
in connection with any Terms Agreement, the applicable Agent) may designate
(including fees of counsel for the Agents (or such Agent) and their
disbursements); (iv) in connection with the listing of the Notes on any stock
exchange; (v) related to any filing with the National Association of Securities
Dealers, Inc.; (vi) in connection with the printing (including word processing
and duplication costs) and delivery of this Agreement, the Indenture, any Blue
Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents
and dealers of copies of the Registration Statement and the Prospectus,
including mailing and shipping, as herein provided; (vii) payable to rating
agencies in connection with the rating of the Notes; (viii) the reasonable fees
and disbursements of counsel for the Agents incurred in connection with the
offering and sale of the Notes, including any opinions to be rendered by such
counsel hereunder; and (ix) any advertising and out-of-pocket expenses incurred
by the Agents.

                  6. CONDITIONS. The obligation of any Agent, as agent of the
Company, at any time ("Solicitation Time") to solicit offers to purchase the
Notes, the obligation of any Agent to purchase Notes as principal pursuant to
any Terms Agreement or otherwise, and the obligation of any other purchaser to
purchase Notes shall in each case be subject (1) to the condition that all
representations and warranties of the Company herein and all statements of
officers of the


<PAGE>   14
                                       14


Company made in any certificate furnished pursuant to the provisions hereof are
accurate (i) in the case of an Agent's obligation to solicit offers to purchase
Notes, at and as of such Solicitation Time and (ii) in the case of any Agent's
or any other purchaser's obligation to purchase Notes, at and as of the time the
Company accepts the offer to purchase such Notes and, as the case may be, at and
as of the related Time of Delivery or time of purchase; (2) to the condition
that at or prior to such Solicitation Time, time of acceptance, Time of Delivery
or time of purchase, as the case may be, the Company shall have complied with
all its agreements and all conditions on its part to be performed or satisfied
hereunder; and (3) to the following additional conditions when and as specified:

                  (a) Prior to such Solicitation Time or corresponding Time of
         Delivery or time of purchase, as the case may be:

                           (i) the Prospectus as amended or supplemented
                  (including, if applicable, the Pricing Supplement) with
                  respect to such Notes shall have been filed with the
                  Commission pursuant to Rule 424(b) under the Securities Act
                  within the applicable time period prescribed for such filing
                  by the rules and regulations under the Securities Act; no stop
                  order suspending the effectiveness of the Registration
                  Statement shall have been issued and no proceeding for that
                  purpose shall have been initiated or threatened by the
                  Commission;

                           (ii) there shall not have occurred any downgrading,
                  nor shall any notice have been given of (i) any intended or
                  potential downgrading or (ii) any review or possible change
                  that does not indicate an improvement, in the rating accorded
                  any securities of or guaranteed by the Company by any
                  "nationally recognized statistical rating organization", as
                  that term is defined by the Commission for purposes of Rule
                  436(g)(2) under the Securities Act;

                           (iii) there shall not have occurred any change or any
                  development in or affecting particularly the business or
                  properties of the Company or its subsidiaries which, in the
                  judgment of the applicable Agent, materially impairs the
                  investment quality of the Notes; and

                           (iv) (A) trading generally shall not have been
                  suspended on or by, as the case may be, any of the New York
                  Stock Exchange or the American Stock Exchange, minimum or
                  maximum prices for trading shall not have been fixed, or
                  maximum ranges for prices for securities shall not have been
                  required, on the New York Stock Exchange or the American Stock
                  Exchange, by such Exchange or by order of the Commission or
                  any other governmental authority having jurisdiction; (B)
                  trading in any securities of the Company shall not have been
                  suspended by the Commission or a national securities exchange
                  or in any over-the-counter market; (C) a general moratorium on
                  commercial banking activities in New York shall not have been
                  declared by either Federal or New York State authorities; or
                  (D) there shall not have occurred any outbreak or escalation
                  of hostilities in which the United States is involved, a
                  declaration of war by Congress, any other substantial national
                  or international calamity or any other event or occurrence of
                  a similar character if, in the judgment of such Agent or

<PAGE>   15
                                       15


                  Agents or of such other purchaser, the effect of any such
                  outbreak, escalation, declaration, calamity or other event or
                  occurrence makes it impracticable or inadvisable to market the
                  Notes on the terms and in the manner contemplated in the
                  Prospectus as amended or supplemented at the Solicitation Time
                  or at the time such offer to purchase was made. Promptly after
                  the determination by any such Agent or other purchaser that it
                  is impractical or inadvisable to market the Notes, such Agent
                  or other purchaser shall notify the Company of such
                  determination in writing; but the omission so to notify the
                  Company shall not act to modify the rights of the Agent or
                  other purchaser under this Section 6(a)(iv)(A).

                  (b) On the Commencement Date, and in the case of a purchase of
Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if
called for by the applicable Terms Agreement or other agreement, at the
corresponding Time of Delivery, the General Counsel, the Associate General
Counsel or Senior Managing Counsel to the Company and/or Thompson Hine & Flory
LLP, Counsel to the Company, as indicated in the applicable Prospectus
Supplement shall have furnished to the relevant Agent or Agents their written
opinion, dated the Commencement Date or Time of Delivery, as the case may be, in
form and substance satisfactory to such Agent or Agents, to the effect that:

                           (i) The Company has been duly incorporated and is an
                  existing corporation in good standing under the laws of Ohio
                  and is duly registered as a bank holding company under the
                  Bank Holding Company Act of 1956, as amended; each of Key Bank
                  National Association and Key Bank USA, National Association
                  (the "National Banks") is a duly organized and validly
                  existing national banking association under the laws of the
                  United States and continues to hold a valid certificate to do
                  business as such; each of the Company and the National Banks
                  has full corporate power and authority to conduct its business
                  as described in the Registration Statement and Prospectus and
                  is duly qualified to do business in each jurisdiction in which
                  it owns or leases real property, except where the failure to
                  be so qualified, considering all such cases in the aggregate,
                  does not involve a material risk to the business, properties,
                  financial position or results of operations of the Company and
                  its subsidiaries taken as a whole; and all of the outstanding
                  shares of capital stock of each of the National Banks have
                  been duly authorized and validly issued, are fully paid and
                  non-assessable (exceptions to be specified) and (except as
                  otherwise stated in the Registration Statement) are owned
                  beneficially by the Company subject to no security interest,
                  other encumbrance or adverse claim.

                           (ii) This Agreement and any applicable Terms
                  Agreement have been duly authorized, executed and delivered by
                  the Company.

                           (iii) The Notes conform in all material respects to
                  the description thereof contained or incorporated by reference
                  in the Prospectus and such description conforms in all
                  material respects to the rights set forth in the instruments
                  defining the same.


<PAGE>   16
                                       16


                           (iv) The Notes have been duly authorized and, when
                  executed, authenticated and delivered in accordance with the
                  terms of the applicable Indenture and issued to and paid for
                  by any purchaser of Notes sold through an Agent as agent or
                  any Agent as principal pursuant to any Terms Agreement or
                  other agreement, will be entitled to the benefits of such
                  applicable Indenture and will constitute valid and legally
                  binding obligations of the Company enforceable in accordance
                  with their terms subject, as to enforcement, to bankruptcy,
                  insolvency, reorganization and other similar laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles.

                           (v) The Indenture has been duly authorized, executed
                  and delivered by the Company and constitutes a valid and
                  legally binding instrument of the Company enforceable in
                  accordance with its terms subject, as to enforcement, to
                  bankruptcy, insolvency, reorganization and other similar laws
                  of general applicability relating to or affecting creditors'
                  rights and to general equity principles; and the Indenture has
                  been duly qualified under the Trust Indenture Act.

                           (vi) The issue and sale of the Notes and the
                  performance by the Company of its obligations under the Notes,
                  the Indenture, this Agreement and any applicable Terms
                  Agreement or other agreement pursuant to which an Agent
                  purchases Notes as principal and the consummation of the
                  transactions herein and therein contemplated will not conflict
                  with or result in a breach or violation of any of the terms
                  and provisions of, or constitute a default under, any statute,
                  rule or regulation, any agreement or instrument known to such
                  counsel to which the Company is a party or by which it is
                  bound, the Company's Articles of Incorporation or Regulations,
                  or any order known to such counsel of any court or
                  governmental agency or body having jurisdiction over the
                  Company.

                           (vii) No consent, approval, authorization, order,
                  registration or qualification of or filing with any court or
                  governmental agency or body is required for the issue and sale
                  of the Notes or the consummation of the other transactions
                  contemplated by this Agreement, any applicable Terms Agreement
                  or other agreement pursuant to which an Agent purchases Notes
                  as principal, or the Indenture, except such consents,
                  approvals, authorizations, registrations or qualifications as
                  have been obtained under the Securities Act and the Trust
                  Indenture Act and as may be required under state securities or
                  Blue Sky laws in connection with offers and sales of the Notes
                  from the Company and with purchases of Notes.

                           (viii) The Registration Statement has become
                  effective under the Securities Act; any required amendment or
                  supplement to the Prospectus has been filed as required by
                  Section 4(a) hereof; and to the best knowledge of such counsel
                  no stop order suspending the effectiveness of the Registration
                  Statement has been issued and no proceeding for that purpose
                  has been instituted or threatened by the Commission.


<PAGE>   17
                                       17


                           (ix) Such counsel is of the opinion ascribed to it in
                  the Prospectus under the caption "United States Tax
                  Considerations", if any.

                           (x) Such counsel (A) is of the opinion that the
                  Registration Statement and the Prospectus each as amended or
                  supplemented on the Commencement Date or the applicable Time
                  of Delivery (except for the financial statements and other
                  financial and statistical data included therein or omitted
                  therefrom and the Statement of Eligibility (Form T-1) under
                  the Trust Indenture Act of the Trustee as to which such
                  counsel need express no opinion) complied as to form in all
                  material respects with the requirements of the Securities Act
                  and the Exchange Act and the respective rules thereunder; (B)
                  has no reason to believe that (except for the financial
                  statements or other financial and statistical data included
                  therein or omitted therefrom and the Statement of Eligibility
                  (Form T-1) under the Trust Indenture Act of the Trustee as to
                  which such counsel need express no belief) each part of the
                  Registration Statement, as amended (including the documents
                  incorporated by reference therein), filed with the Commission
                  pursuant to the Securities Act relating to the Notes, when
                  such part became effective and, as of the date such opinion is
                  delivered, contained any untrue statement of a material fact
                  or omitted to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; (C) has no reason to believe that (except for the
                  financial statements and other financial and statistical data
                  included therein or omitted therefrom and the Statement of
                  Eligibility (Form T-1) under the Trust Indenture Act of the
                  Trustee as to which such counsel need express no belief) the
                  Prospectus, as amended or supplemented, if applicable, as of
                  the date such opinion is delivered contains any untrue
                  statement of a material fact or omit to state a material fact
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading; and (D) does not know of any amendment to the
                  Registration Statement required to be filed which is not filed
                  as required; provided that in the case of an opinion delivered
                  on the Commencement Date or pursuant to Section 4(i) (other
                  than in connection with a Terms Agreement), the opinion and
                  belief set forth in clauses (A) and (C) above shall be deemed
                  not to cover information concerning an offering of particular
                  Notes to the extent such information will be set forth in a
                  supplement to the Basic Prospectus.

                  Such opinion or opinions shall be to such further effect with
respect to other legal matters relating to this Agreement, and the sale of the
Notes, pursuant to this Agreement as counsel for the Agents may reasonably
request. Such opinion or opinions shall be limited to New York, Ohio and federal
law and, if applicable, the law of the state of incorporation of any other
Significant Subsidiary. In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions in which such counsel is not
qualified and the federal law of the United States, upon opinions of other
counsel, who shall be counsel satisfactory to counsel for the Agents, in which
case the opinion shall state that they believe you and they are entitled to so
rely. Such counsel may also state that, insofar as such opinion involves factual
matters, they have relied, to the extent they deem proper, upon certificates of
officers of the Company, the National Banks and the Significant Subsidiaries and
certificates of public officials.


<PAGE>   18
                                       18


                  In rendering their opinion, such counsel may rely upon the
opinion of Shearman & Sterling referred to below as to any matters governed by
New York law covered therein.

                           (c) On the Commencement Date, and in the case of a
                  purchase of Notes by an Agent as principal pursuant to a Terms
                  Agreement or otherwise, if called for by the applicable Terms
                  Agreement or other agreement, at the corresponding Time of
                  Delivery, Shearman & Sterling, counsel to the Agents, shall
                  have furnished to the relevant Agent or Agents such opinion or
                  opinions, dated the Commencement Date or Time of Delivery, as
                  the case may be, to the effect that the opinion delivered
                  pursuant to Section 6(b) appears on its face to be
                  appropriately responsive to the requirements of this Agreement
                  and with respect to the incorporation of the Company, the
                  validity of the Indenture, the securities, the Registration
                  Statement, the Prospectus as amended or supplemented and other
                  related matters as such Agent or Agents may reasonably
                  request, and in each case such counsel shall have received
                  such papers and information as they may reasonably request to
                  enable them to pass upon such matters. In rendering their
                  opinion, such counsel may rely upon the opinion rendered on
                  behalf of the Company referred to above as to all matters of
                  Ohio law.

                           (d) On the Commencement Date, and in the case of a
                  purchase of Notes by an Agent as principal pursuant to a Terms
                  Agreement or otherwise, if called for by the applicable Terms
                  Agreement or other agreement, at the corresponding Time of
                  Delivery, the Company's independent certified public
                  accountants who have certified the financial statements of the
                  Company and its subsidiaries included or incorporated by
                  reference in the Registration Statement and Prospectus, as
                  then amended or supplemented, shall have furnished to the
                  relevant Agent or Agents a letter, dated the Commencement Date
                  or Time of Delivery, as the case may be to the effect set
                  forth in Annex I hereto.

                           (e) On the Commencement Date, and in the case of a
                  purchase of Notes by an Agent as principal pursuant to a Terms
                  Agreement or otherwise, if called for by the applicable Terms
                  Agreement or other agreement, at the corresponding Time of
                  Delivery, the relevant Agent or Agents shall have received
                  from the Company a certificate or certificates signed by the
                  Chairman of the Board, the President or an Executive Vice
                  President, and by the principal financial or accounting
                  officer, dated the Commencement Date or Time of Delivery, as
                  the case may be, to the effect that, to the best of their
                  knowledge based upon reasonable investigation (1) the
                  representations and warranties of the Company contained herein
                  are true and correct on and as of the Commencement Date or
                  Time of Delivery, as the case may be, as if made on and as of
                  such date, and the Company has complied with all agreements
                  and all conditions on its part to be performed or satisfied
                  hereunder or under the applicable Terms Agreement or other
                  agreement at or prior to the Commencement Date or Time of
                  Delivery, as the case may be, and (2) no stop order suspending
                  the effectiveness of the Registration Statement has been
                  issued, and no proceeding for that purpose has been instituted
                  or is threatened by the Commission.

                           (f) On the Commencement Date and at each Time of
                  Delivery, the Company shall have furnished to the relevant
                  Agent or Agents such further certificates and documents as
                  such Agent or Agents may reasonably request. All such
                  opinions,


<PAGE>   19
                                       19


         certificates, letters and other documents will be in compliance with
         the provisions hereof only if they are satisfactory in form and
         substance to the relevant Agent or Agents. The Company will furnish the
         relevant Agent or Agents with such conformed copies of such opinions,
         certificates, letters and other documents as the relevant Agent or
         Agents shall reasonably request.

                  7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company will
indemnify and hold harmless each Agent against any losses, claims, damages or
liabilities, joint or several, to which such Agent may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
part of the Registration Statement when such part became effective, any
preliminary prospectus, the Prospectus or any amendment or supplement thereto,
or any other prospectus with respect to the Notes, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Agent for any legal or other expenses reasonably
incurred by it in connection with investigating or defending against such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that (i) the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by you, or by any Agent through you, specifically for
use therein and (ii) such indemnity with respect to any Preliminary Prospectus
shall not inure to the benefit of any Agent (or any person controlling such
Agent) to the extent that any such loss, claim, damage or liability of such
Agent results from the fact that such Agent sold Notes to a person as to whom it
shall be established that there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or supplemented
(excluding documents incorporated by reference) in any case where such delivery
is required by the Securities Act if the Company has previously furnished copies
thereof in sufficient quantity to such Agent and the loss, claim, damage or
liability of such Agent results from an untrue statement or omission of a
material fact contained in the Preliminary Prospectus which was corrected in the
Prospectus (excluding documents incorporated by reference) or in the Prospectus
as then amended or supplemented (excluding documents incorporated by reference).

                  (b) Each Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any part of the Registration Statement when such part became
effective, any Preliminary Prospectus, the Prospectus or any amendment or
supplement thereto, or any other prospectus relating to the Notes, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made therein in reliance upon and in conformity with written
information furnished to the Company by you, or by such Agent through you,
specifically for use therein, and will reimburse the Company for any


<PAGE>   20
                                       20


legal or other expenses reasonably incurred by the Company in connection with
investigating or defending against any such loss, claim, damage, liability or
action as such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party; provided,
however, that, if the defendants in any such action (including any impleaded
parties) include both the indemnified party and the indemnifying party and
representations of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, the indemnified party
or parties shall have the right to select separate counsel to participate in the
defense of such action on behalf of such indemnified party or parties (and the
reasonable fees and expenses of one such separate counsel shall be paid by the
indemnifying party). No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party.

                  (d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities,
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Agents on the other from the
offering of the Notes or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Agents on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Agents on the other shall be deemed to be in the same proportion as the
total proceeds from the offering of the Notes (before deducting expenses)
received by the Company bear to the total compensation or profit (before
deducting expenses) received or realized by the Agents from the purchase and
resale, or underwriting, of the Notes. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Agents and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company and the Agents agree that
it would not be just and equitable if contributions pursuant to this subsection
(d) were to be determined by pro rata allocation (even if the Agents were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable


<PAGE>   21
                                       21


considerations referred to in the first sentence of this subsection (d). The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending against any
action or claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Agent shall be required to contribute any
amount in excess of the amount by which the total price at which the Notes
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Agent has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Agents'
obligations in this subsection (d) to contribute shall be several in proportion
to their respective underwriting obligations and not joint.

                  (e) The obligations of the Company under this Section 7 shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Agent within the meaning of the Securities Act; and the obligations of the
Agents under this Section 7 shall be in addition to any liability that the
respective Agents may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company (including any person who, with his
consent, is named in the Registration Statement as about to become a director of
the Company), to each officer of the Company who has signed the Registration
Statement and to each person, if any, who controls the Company within the
meaning of the Securities Act.


<PAGE>   22
                                       22


                  8. TERMINATION. (a) This Agreement may be terminated at any
time (i) by the Company with respect to any or all of the Agents or (ii) by any
Agent with respect to itself only, in each case upon the giving of written
notice of such termination to each other party hereto. Any Terms Agreement shall
be subject to termination in the discretion of the Agent or Agents that are
parties thereto by notice given to the Company prior to the payment for any Note
to be purchased thereunder, if at or prior to such time any of the conditions
specified in Section 6(a) hereof shall not have been satisfied. The termination
of this Agreement shall not require termination of any agreement by an Agent to
purchase Notes as principal (whether pursuant to a Terms Agreement or otherwise)
and the termination of such an agreement shall not require termination of this
Agreement. In the event this Agreement is terminated with respect to any Agent,
(x) this Agreement shall remain in full force and effect with respect to any
Agent as to which such termination has not occurred, (y) this Agreement shall
remain in full force and effect with respect to the rights and obligations of
any party which have previously accrued or which relate to Notes which are
already issued, agreed to be issued or the subject of a pending offer at the
time of such termination and (z) in any event, the provisions of the fourth
paragraph of Section 2(a), Section 2(c), the last sentence of Section 4(d) and
Sections 4(f), 4(g), 5, 7, 9, 10, 12 and 15 shall survive; provided that if at
the time of termination an offer to purchase Notes has been accepted by the
Company but the time of delivery to the purchaser or its agent of such Notes has
not yet occurred, the provisions of Sections 2(b), 2(d), 4(a) through 4(e), 4(h)
through 4(k) and 6 shall also survive. If any Terms Agreement is terminated, the
provisions of the last sentence of Section 4(d) and Sections 2(b), 2(d), 4(a),
4(b), 4(e), 4(g) through 4(k), 5, 6, 7, 9, 10, 12 and 15 (which shall have been
incorporated by reference in such Terms Agreement) shall survive.

                  (b) If this Agreement or any Terms Agreement shall be
terminated by an Agent or Agents because of any failure or refusal on the part
of the Company to comply with the terms or to fulfill any of the conditions of
this Agreement or any Terms Agreement or if for any reason the Company shall be
unable to perform its obligations under this Agreement or any Terms Agreement or
any condition of any Agent's obligations cannot be fulfilled, the Company agrees
to reimburse each Agent or such Agents as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and expenses of their counsel) reasonably incurred by such Agent or Agents
in connection with this Agreement or the offering of Notes.

                  9. POSITION OF THE AGENTS. Each Agent, in soliciting offers to
purchase Notes from the Company and in performing the other obligations of such
Agent hereunder (other than in respect of any purchase by an Agent as principal,
pursuant to a Terms Agreement or otherwise), is acting solely as agent for the
Company and not as principal and does not assume any obligation towards or
relationship of agency or trust with any purchaser of Notes. Each Agent will
make reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes from the Company was solicited by such
Agent and has been accepted by the Company, but such Agent shall not have any
liability to the Company in the event such purchase is not consummated for any
reason. If the Company shall default on its obligation to deliver Notes to a
purchaser whose offer it has accepted, the Company shall (i) hold the relevant
Agent harmless against any loss, claim, damage or liability arising from or as a
result of such default by the Company and (ii) notwithstanding such default, pay
to the Agent


<PAGE>   23
                                       23


that solicited such offer any commission to which it would be entitled in
connection with such sale.

                  10. REPRESENTATIONS AND AGREEMENTS TO SURVIVE. The respective
indemnities and contribution agreements, representations, warranties and
agreements of the Company herein or certificates of its officers and the Agents
set forth in or made pursuant to this Agreement or any agreement by an Agent to
purchase Notes as principal shall remain in full force and effect regardless of
any termination of this Agreement or any such agreement, any investigation made
by or on behalf of any Agent or any controlling person of any Agent, or the
Company, or any officer or director or any controlling person of the Company,
and shall survive each delivery of and payment for any of the Notes.

                  11. NOTICES. Except as otherwise specifically provided herein
or in the Administrative Procedures, all statements, requests, notices and
advices hereunder shall be in writing, and effective only on receipt, and will
be delivered by hand, by mail (postage prepaid), by telegram (charges prepaid)
or by telecopier. Communications to the Agents will be sent, in the case of
Salomon Smith Barney, Attention: Medium Term Note Department (Facsimile Number:
____); in the case of Banc of America Securities LLC, 100 North Tryon Street,
Charlotte, North Carolina 28255; in the case of Chase Securities Inc., 270 Park
Avenue, New York, New York 10017, Attention: Medium-Term Note Desk (Facsimile
Number: 212-834-6170); in the case of Credit Suisse First Boston Corporation,
to Eleven Madison Avenue, New York, New York 10010, Attention: Short and
Medium-Term Products Group (Facsimile Number: 212-318-1498), in the case of
Deutsche Bank Securities Inc., 31 West 52nd Street, New York, New York 10019,
Attention: ____; in the case of Goldman, Sachs & Co., to 85 Broad Street, New
York, New York 10004, Attention: Credit Department (Credit Control-Medium Term
Notes) (Facsimile Number: 212-357-8680); in the case of J.P. Morgan Securities
Inc., to 60 Wall Street, 5th Floor, New York, New York 10260, Attention:
Transaction Execution Group (Facsimile Number: 212-648-5151); in the case of
Lehman Brothers Inc., 3 World Financial Center, New York, New York 10285,
Attention: ____; in the case of McDonald Investments Inc., 800 Superior Avenue,
Cleveland, Ohio 44114, Attention: Joe Chinnici; in the case of Morgan Stanley &
Co. Incorporated, 1585 Broadway, 2nd Floor, New York 10036, Attention: Manager
- Continuously Offered Products (Fascimile Number: (216) 761-0780) with a COPY
TO: Peter Cooper, Investment Banking Center (Facsimile Number: (212) 761-0260);
and, if sent to the Company, to it at 127 Public Square,  Cleveland, Ohio
44114, ATTENTION: Secretary and General Counsel (Telephone  Number:
(216) 689-6300; Facsimile Number: (216) 689-4121) with a COPY TO: the Associate
General Counsel -- Securities, Facsimile Number: (216) 689-5372.

                  12. SUCCESSORS. This Agreement and any Terms Agreement shall
be binding upon, and inure solely to the benefit of, each Agent and the Company,
and their respective successors and the officers, directors and controlling
persons referred to in Section 7 and (to the extent expressly provided in
Section 6) the purchasers of Notes, and no other person shall acquire or have
any right or obligation under or by virtue of this Agreement or any Terms
Agreement.

                  13. AMENDMENTS. This Agreement may be amended or supplemented
if, but only if, such amendment or supplement is in writing and is signed by the
Company and each Agent; provided that the Company may from time to time, on 7
days prior written notice to the Agents but without the consent of any Agent,
amend this Agreement to add as a party hereto one or more additional firms
registered under the Exchange Act, whereupon each such firm shall


<PAGE>   24
                                       24


become an Agent hereunder on the same terms and conditions as the other Agents
that are parties hereto. The Agents shall sign any amendment or supplement
giving effect to the addition of any such firm as an Agent under this Agreement.

                  14. BUSINESS DAY. Time shall be of the essence in this
Agreement and any Terms Agreement. As used herein, the term "business day" shall
mean any day which is not a Saturday or Sunday or legal holiday or a day on
which banks in New York City are generally required or authorized by law or
executive order to close.

                  15. APPLICABLE LAW. This Agreement and any Terms Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York, without giving effect to the conflict of laws provisions thereof.

                  16. COUNTERPARTS. This Agreement and any Terms Agreement may
be signed in counterparts, each of which shall be an original, and all of which
together shall constitute one and the same instrument.

                  17. HEADINGS. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.


<PAGE>   25
                                       25


                  If the foregoing is in accordance with your understanding,
please sign and return to us five counter-parts hereof, whereupon this letter
and the acceptance by each of you thereof shall constitute a binding agreement
between the Company and each of you in accordance with its terms.

                                              Very truly yours,

                                              KeyCorp

                                              By:
                                                 -------------------------------


Accepted in New York, New York,
as of the date first above written:

Salomon Smith Barney Inc.


By:_____________________
      Name:
      Title:

Banc of America Securities LLC

By:_____________________
      Name:
      Title:

Chase Securities Inc.


By:_____________________
      Name:
      Title:

Credit Suisse First Boston Corporation

By:_____________________
      Name:
      Title:


<PAGE>   26
                                       26







Deutsche Bank Securities Inc.


By:_____________________
      Name:
      Title:

By:_____________________
      Name:
      Title:

________________________
 Goldman, Sachs & Co.

Lehman Brothers Inc.

By:_____________________
      Name:
      Title:

McDonald Investments Inc.

By:_____________________
      Name:
      Title:

J.P. Morgan Securities Inc.

By:_____________________
      Name:
      Title:

Morgan Stanley & Co. Incorporated

By:_____________________
      Name:
      Title:


<PAGE>   27



                                     ANNEX I

                  Pursuant to Section 6(d) of the Distribution Agreement, the
independent auditors shall furnish letters to the Agents to the effect that:

                  (1) They are independent public accountants with respect to
the Company and its subsidiaries within the meaning of the Securities Act and
the applicable published Securities Act Regulations.

                  (2) In their opinion, the consolidated financial statements
and any supplemental financial information or schedules audited by them and
included or incorporated by reference in the Registration Statement or
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Securities Act or the Exchange Act, as
applicable, and the published rules and regulations thereunder.

                  (3) On the basis of procedures referred to in such letter,
including a reading of the minute books of the Company since the end of the most
recent fiscal year with respect to which an audit report has been issued,
performing the procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial information as described in
SAS No. 71, Interim Financial Information, on the unaudited consolidated interim
financial statements of the Company included or incorporated by reference in the
Registration Statement and Prospectus and reading the internal unaudited
consolidated interim financial data, if any, for the period from the date of the
latest balance sheet included or incorporated by reference in the Registration
Statement and Prospectus to the date of the latest available internal interim
financial data (which internal unaudited interim financial data, if any, will be
attached to each such letter to the Underwriters); and making inquiries of
officials of the Company responsible for financial and accounting matters
(including inquiries with respect to whether the unaudited consolidated
financial statements comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and inquiries of certain
officials of the Company who have responsibility for financial and accounting
matters whether the internal unaudited consolidated interim financial statements
are stated on a basis substantially consistent with that of the audited
consolidated financial statements incorporated by reference in the Registration
Statement), nothing caused them to believe that:

              (A) (i) any material modifications should be made to the unaudited
      consolidated financial statements included in any Quarterly Reports on
      Form 10-Q which are incorporated by reference in the Registration
      Statement or Prospectus (the "10-Q Financials") for them to be in
      conformity with generally accepted accounting principles applicable to
      such financial statements and (ii) the 10-Q Financials do not comply as to
      form in all material respects with the applicable requirements of the
      Exchange Act as it applies to Form 10-Q and the related published rules
      and regulations; or

              (B) the internal unaudited consolidated interim financial
      statements of the Company are not in conformity with generally accepted
      accounting principles applied on a basis substantially consistent with
      that of the audited consolidated financial statements incorporated by
      reference in the Registration Statement; or

<PAGE>   28


                                        2

              (C) at the date of the latest available internal unaudited
      consolidated interim financial statements of the Company, there was any
      increase in consolidated long-term debt or any decrease in consolidated
      shareholders' equity as compared with amounts shown in the latest balance
      sheet included or incorporated by reference in the Prospectus except in
      all instances for decreases that the Prospectus discloses have occurred or
      may occur or as may be set forth in such letter; or

              (D) for the period from the date of the latest balance sheet
      included or incorporated by reference in the Prospectus to the date of the
      latest available internal financial statements of the Company, there was
      any decrease, as compared with the corresponding period of the previous
      year, in consolidated net interest income, consolidated net interest
      income after provision for possible loan losses, consolidated income
      before taxes or in the total or per common share amounts of consolidated
      net income, except in all cases for changes or decreases that the
      Prospectus discloses have occurred or may occur or as may be set forth in
      such letter;

              (E) as of a specified date not more than five days prior to the
      date of delivery of such letter to the Agent(s), there was any increase in
      consolidated long-term debt or any decrease in consolidated shareholders'
      equity as compared with the [amount shown in the latest balance sheet
      included or incorporated by reference in the Prospectus/amount shown in
      the latest internal unaudited consolidated interim financial statements],
      except for any decrease that the Registration Statement discloses has
      occurred or may occur.

                  (4) In addition to their examination referred to in their
reports incorporated by reference in the Registration Statement and Prospectus
and the procedures referred to in (3) above, (a) they have carried out certain
other procedures, not constituting an audit, with respect to certain of the
dollar amounts, percentages and other financial information (in each case to the
extent that such dollar amounts, percentages and other financial information,
either directly or by analysis or computation, are derived from the general
accounting records of the Company and its subsidiaries) which are included or
incorporated by reference in the Prospectus (other than those appearing in the
audited financial statements included therein) and appear in the Prospectus or
incorporated documents, as agreed to by officers of the Company and the
Representative(s), and have found such dollar amounts, percentages and financial
information to be in agreement with the general accounting records of the
Company and its subsidiaries and (b) if any pro forma financial information is
included or incorporated by reference in the Registration Statement and
Prospectus, they have carried out other procedures, not constituting an audit,
with respect to such pro forma financial information and indicated the results
thereof, if requested by the Agent(s) and agreed to by officers of the Company.
</TEXT>
</DOCUMENT>
