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<SEC-DOCUMENT>/in/edgar/work/0000950152-00-008226/0000950152-00-008226.txt : 20001129
<SEC-HEADER>0000950152-00-008226.hdr.sgml : 20001129
ACCESSION NUMBER:		0000950152-00-008226
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		15
REFERENCES 429:			333-10577
FILED AS OF DATE:		20001128

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KEYCORP /NEW/
		CENTRAL INDEX KEY:			0000091576
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6021
]		IRS NUMBER:				346542451
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-3
			SEC ACT:		
			SEC FILE NUMBER:	333-50802
			FILM NUMBER:		777915
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		127 PUBLIC SQ
				CITY:			CLEVELAND
				STATE:			OH
				ZIP:			44114-1306
				BUSINESS PHONE:		2166896300
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		127 PUBLIC SQ
					CITY:			CLEVELAND
					STATE:			OH
					ZIP:			44114-1306
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	SOCIETY CORP
						DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>l84408as-3.txt
<DESCRIPTION>KEYCORP        FORM S-3
<TEXT>

<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000

                                                     REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

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

<TABLE>
<S>                                            <C>
                     OHIO                                        34-6542451
(STATE OR OTHER JURISDICTION OF INCORPORATION     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
               OR ORGANIZATION)
</TABLE>

                               127 PUBLIC SQUARE
                           CLEVELAND, OHIO 44114-1306
                                 (216) 689-6300
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------

                            DANIEL R. STOLZER, ESQ.,
                               VICE PRESIDENT AND
                           ASSOCIATE GENERAL COUNSEL
                                    KEYCORP
                               127 PUBLIC SQUARE
                           CLEVELAND, OHIO 44114-1306
                                 (216) 689-6300
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                            ------------------------

                                   COPIES TO:

<TABLE>
<S>                                            <C>
          CAROLYN E. CHEVERINE, ESQ.                    STUART K. FLEISCHMANN, ESQ.
                   KEYCORP                                  SHEARMAN & STERLING
              127 PUBLIC SQUARE                             599 LEXINGTON AVENUE
          CLEVELAND, OHIO 44114-1306                      NEW YORK, NEW YORK 10022
                (216) 689-6300                                 (212) 848-4000
</TABLE>

                            ------------------------

 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:

   From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Form 434,
please check the following box. [ ]

                                                        (continued on next page)
<PAGE>   2

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
                                                   PROPOSED          PROPOSED
     TITLE OF EACH CLASS           AMOUNT          MAXIMUM            MAXIMUM
        OF SECURITIES              TO BE        OFFERING PRICE       AGGREGATE          AMOUNT OF
   TO BE REGISTERED(1)(2)      REGISTERED(3)     PER UNIT(4)     OFFERING PRICE(5)   REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
<S>                            <C>              <C>              <C>                 <C>
Debt securities..............
- -----------------------------
Debt warrants................
- -----------------------------
Preferred stock, with a par
  value of $1 each...........
- -----------------------------
Depositary shares(6).........
- -----------------------------
Preferred stock warrants.....  $1,500,000,000                      $1,500,000,000         $396,000(8)
- -----------------------------
Depositary share warrants....
- -----------------------------
Common shares, with a par
  value of $1 each(7)........
- -----------------------------
Common share warrants........
- -----------------------------
Capital securities(5)........
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>

(1) This registration statement also covers contracts that may be issued by the
    registrant under which the counterparty may be required to purchase debt
    securities, preferred stock or depositary shares. Such contracts would be
    issued with the debt securities, preferred stock, depositary shares and/or
    warrants covered hereby. In addition, securities registered hereunder may be
    sold separately, together or as units with other securities registered
    hereunder.

(2) This registration statement also serves to register such indeterminate
    amount of securities that are to be offered and sold in connection with
    market-making activities of affiliates of the registrant, including McDonald
    Investments Inc.

(3) In no event will the aggregate initial offering price of the debt
    securities, debt warrants, preferred stock, depositary shares, preferred
    stock warrants, depositary share warrants, common shares, common share
    warrants and capital securities issued under this registration statement and
    not previously registered under the Securities Act, and in the case of
    warrants for which separate consideration is payable upon issuance of
    underlying securities, securities issued upon exercise of warrants, exceed
    $1,500,000,000 or the equivalent thereof in one or more foreign currencies
    or composite currencies, including the euro. The aggregate amount of common
    shares registered hereunder is further limited to that which is permissible
    under Rule 415(a)(4) under the Securities Act. If any securities are issued
    at an original issue discount, then additional securities may be issued so
    long as the aggregate initial offering price of all such securities,
    together with the initial offering price of all other securities registered
    hereunder does not exceed $1,500,000,000.

(4) The proposed maximum offering price per unit will be determined from time to
    time by the registrant in connection with, and at the time of, the issuance
    by the registrant of the securities registered hereunder or previously
    registered under the Securities Act.

(5) No separate consideration will be received for (i) common shares or other
    capital securities (which may consist of common shares or preferred stock)
    that are issued upon conversion at the option of a holder of debt
    securities, preferred stock or depositary shares or (ii) capital securities
    or other debt securities that are issued upon conversion at the option of
    the registrant of debt securities, preferred stock or depositary shares. The
    proposed maximum aggregate offering price has been estimated solely for the
    purpose of computing the registration fee pursuant to Rule 457 of the
    Securities Act.

                                                        (continued on next page)
<PAGE>   3

(6) Such indeterminate number of depositary shares to be evidenced by depositary
    receipts issued pursuant to a deposit agreement. In the event the registrant
    elects to offer to the public whole or fractional interests in shares of the
    preferred stock registered hereunder, depositary receipts will be
    distributed to those persons purchasing such interests and such shares will
    be issued to the depositary under the deposit agreement.

(7) Includes associated rights to purchase common shares. Until the occurrence
    of certain prescribed events, none of which has occurred, the rights are not
    exercisable, are evidenced by the certificates representing the common
    shares and will be transferred along with and only with the common shares.

(8) Pursuant to Rule 429 of the Rules and Regulations under the Securities Act,
    the prospectus included herein is a combined prospectus which also relates
    to $11,500,000 of debt securities initially registered on Registration
    Statement on Form S-3 (No. 333-10577) previously filed by the registrant and
    declared effective on September 3, 1996 and as to which a filing fee of
    $413,796 was paid. This registration statement constitutes Post-Effective
    Amendment No. 2 to the registrant's Registration Statement on Form S-3 (No.
    333-10577). Such post-effective amendment shall hereafter become effective
    concurrently with the effectiveness of this registration statement and in
    accordance with Section 8(c) of the Securities Act. The aggregate amount of
    securities covered by this registration statement and the other registration
    statement referred to above to which the prospectus contained herein relates
    shall not exceed $1,511,500,000.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE>   4

     THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
     PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE NOTES
     UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
     COMMISSION IS EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
     PROSPECTUS IS NOT AN OFFER TO SELL THESE NOTES AND THEY ARE NOT SOLICITING
     ANY OFFER TO BUY THESE NOTES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
     PERMITTED.

               SUBJECT TO COMPLETION, DATED               , 2000

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED             , 2000)
                              U.S. $1,011,500,000

[KEYCORP LOGO]

                                    KEYCORP
                       SENIOR MEDIUM-TERM NOTES, SERIES F
                    SUBORDINATED MEDIUM-TERM NOTES, SERIES E
                    DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
                            ------------------------

     We plan to offer and sell notes with various terms, including the
following:

- - Ranking as our senior or subordinated indebtedness

- - Stated maturities of 9 months or more from date of issue

- - Redemption and/or repayment provisions, whether mandatory, at our option, at
  the option of the holders or none at all

- - Payments in U.S. dollars or one or more foreign currencies

- - Book-entry (through The Depository Trust Company) or certificated form

- - Interest payments on fixed rate notes on each June 15 and December 15

- - Interest payments on floating rate notes on a monthly, quarterly, semiannual
  or annual basis

- - Interest at fixed or floating rates, or no interest at all. We may base the
  floating interest rate on one or more of the following indices plus or minus a
  spread and/or multiplied by a spread multiplier:

     - CD rate

     - CMT rate

     - Commercial paper rate

     - Eleventh district cost of funds rate

     - Federal funds rate

     - LIBOR

     - Prime rate

     - Treasury rate

     - Such other interest basis or interest rate formula as we may specify in
       the applicable pricing supplement

     We will specify the final terms for each note, which may be different from
the terms described in this prospectus supplement, in the applicable pricing
supplement.

     INVESTING IN THE NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE S-3.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     These notes are our obligations and will not be savings accounts or other
obligations of our bank or nonbank subsidiaries. These notes are not insured by
the Federal Deposit Insurance Corporation, the Savings Association Insurance
Fund, the Bank Insurance Fund or any other governmental agency.

     We may sell the notes to the Agents as principals for resale at varying or
fixed offering prices or through the Agents as agents using their reasonable
best efforts on our behalf. If we sell all of the notes, we expect to receive
proceeds of between $1,003,913,750 and $1,010,235,625, after paying the Agents'
discounts and commissions of between $1,264,375 and $7,586,250 and before
deducting expenses payable by us. We may also sell the notes without the
assistance of the Agents (whether acting as principal or as agent).

                              SALOMON SMITH BARNEY

<TABLE>
<S>                               <C>
BANC OF AMERICA SECURITIES LLC    CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON        DEUTSCHE BANC ALEX. BROWN
GOLDMAN, SACHS & CO.              LEHMAN BROTHERS
MCDONALD INVESTMENTS INC.         J.P. MORGAN & CO.
A KEYCORP COMPANY
</TABLE>

                           MORGAN STANLEY DEAN WITTER
                            ------------------------

         The date of this prospectus supplement is             , 2000.
<PAGE>   5

                               TABLE OF CONTENTS

                             PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
Risk Factors................................................     S-3
European Monetary Union.....................................     S-5
About this Prospectus Supplement and the Pricing
  Supplements...............................................     S-6
Selected Consolidated Financial Data........................     S-7
Description of Notes........................................     S-9
Special Provisions Relating to Foreign Currency Notes.......    S-24
United States Tax Considerations............................    S-26
Plan of Distribution........................................    S-37
Validity of the Notes.......................................    S-38
</TABLE>

                                   PROSPECTUS

<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
Securities We May Offer.....................................      2
Forward-Looking Statements..................................      2
Where You Can Find More Information.........................      4
KeyCorp.....................................................      5
Ratio of Earnings to Fixed Charges..........................      7
Use of Proceeds.............................................      7
Description of Debt Securities..............................      8
Description of Preferred Stock..............................     23
Description of Depositary Shares............................     26
Description of Capital Securities...........................     31
Description of Common Shares................................     32
Description of Securities Warrants..........................     35
Plan of Distribution........................................     38
ERISA Matters...............................................     39
Legal Opinions..............................................     39
Experts.....................................................     39
</TABLE>

                            ------------------------

     You should rely only on the information contained in or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any
pricing supplement. We have not, and the Agents have not, authorized any other
person to provide you with different or additional information. If anyone
provides you with different or additional information, you should not rely on
it. We are not, and the Agents are not, making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any pricing supplement is
accurate as of its date only. Our business, financial condition, results of
operations and prospects may have changed since that date.
<PAGE>   6

                                  RISK FACTORS

     Your investment in the notes is subject to certain risks, especially if the
notes involve in some way a foreign currency. This prospectus supplement does
not describe all of the risks of an investment in the notes, whether arising
because the notes are denominated in a currency other than U.S. dollars or
because the return on the notes is linked to one or more interest rate or
currency indices or formulas. You should consult your own financial and legal
advisors about the risks entailed by an investment in the notes and the
suitability of your investment in the notes in light of your particular
circumstances. The notes are not an appropriate investment for investors who are
unsophisticated with respect to foreign currency transactions or transactions
involving the type of index or formula used to determine amounts payable. Before
investing in the notes, you should consider carefully, among other factors, the
matters described below.

     The information set forth in this prospectus supplement is directed to
prospective purchasers of notes who are United States residents. We disclaim any
responsibility to advise prospective purchasers who are residents of countries
other than the United States regarding any matters that may affect the purchase
or holding of, or receipt of payments of principal, premium or interest on,
notes. Such persons should consult their advisors with regard to these matters.
Any pricing supplement relating to notes having a specified currency other than
U.S. dollars will contain a description of any material exchange controls
affecting such currency and any other required information concerning such
currency.

CHANGES IN EXCHANGE RATES AND EXCHANGE CONTROLS COULD RESULT IN A SUBSTANTIAL
LOSS TO YOU

     If you invest in foreign currency notes and currency indexed notes, your
investment will be subject to significant risks not associated with investments
in debt instruments denominated in U.S. dollars or U.S. dollar-based indices.

     Such risks include, but are not limited to:

     - the possibility of significant market changes in rates of exchange
       between the U.S. dollars and your payment currency;

     - the possibility of significant changes in rates of exchange between U.S.
       dollars and the specified currency resulting from official redenomination
       relating to your payment currency; and

     - the possibility of the imposition or modification of foreign exchange
       controls by either the United States or foreign governments.

     Such risks generally depend on factors over which KeyCorp has no control
and which cannot be readily foreseen such as:

     - economic events;

     - political events; and

     - the supply for, and demand for, the relevant currencies.

     In recent years, rates of exchange between the U.S. dollar and certain
foreign currencies have been volatile. This volatility may continue in the
future. Past fluctuations in any particular exchange rate are not necessarily
indicative, however, of fluctuations that may occur in the future. Fluctuations
in exchange rates against the U.S. dollar could result in a decrease in the U.S.
dollar-equivalent value of the principal or any premium payable at maturity of
your notes and, generally, in the U.S. dollar-equivalent market value of your
notes. The currency risks with respect to your foreign currency notes or
currency indexed notes may be further described in the applicable pricing
supplement.

     Foreign exchange rates can either float or be fixed by sovereign
governments. Governments, however, often do not voluntarily allow their
currencies to float freely in response to economic forces. Instead, governments
use a variety of techniques, such as intervention by that country's central
bank, or the imposition of regulatory controls or taxes, to affect the exchange
rate of their currencies. Governments also

                                       S-3
<PAGE>   7

may issue a new currency to replace an existing currency or alter the exchange
rate or relative exchange characteristics by the devaluation or revaluation of a
currency. Thus, an important risk in purchasing foreign currency notes or
currency indexed notes for U.S. dollar-based investors is that their U.S.
dollar-equivalent yields could be affected by governmental actions that could
change or interfere with currency valuation that was previously freely
determined, fluctuations in response to other market forces and the movement of
currencies across borders. We will make no adjustment or change in the terms of
the foreign currency notes or currency indexed notes if exchange rates become
fixed, or if any devaluation or revaluation or imposition of exchange or other
regulatory controls or taxes occur, or other developments, affecting the U.S.
dollar or any applicable currency occur.

     The exchange rate agent will make all calculations relating to your foreign
currency notes or currency indexed notes. All such determinations will, in the
absence of clear error, be binding on holders of the notes.

     For notes with a specified currency other than U.S. dollars, we may include
in the applicable pricing supplement information concerning historical exchange
rates for that currency against the U.S. dollar and a brief description of any
relevant exchange controls.

THE UNAVAILABILITY OF CURRENCIES COULD RESULT IN A SUBSTANTIAL LOSS TO YOU

     Except as set forth below, if payment on a note is required to be made in a
specified currency other than U.S. dollars and such currency is

     - unavailable due to the imposition of exchange controls or other
       circumstances beyond our control;

     - no longer used by the government of the country issuing such currency; or

     - no longer used for the settlement of transactions by public institutions
       of the international banking community

then all payments on such note shall be made in U.S. dollars until such currency
is again available or so used. The amounts so payable on any date in such
currency shall be converted into U.S. dollars on the basis of the most recently
available market exchange rate for such currency or as otherwise indicated in
the applicable pricing supplement. Any payment on such note made under such
circumstances in U.S. dollars will not constitute an event of default under the
applicable indenture.

     If the specified currency of a note is officially redenominated, other than
as a result of the European Monetary Union, such as by an official
redenomination of any such specified currency that is a composite currency, then
our payment obligations on such note will be the amount of redenominated
currency that represents the amount of our obligations immediately before the
redenomination. The notes will not provide for any adjustment to any amount
payable under such notes as a result of

     - any change in the value of the specified currency of such notes relative
       to any other currency due solely to fluctuations in exchange rates; or

     - any redenomination of any component currency, unless such composite
       currency is itself officially redenominated.

     For a description of the European Monetary Union, see "European Monetary
Union" below and any disclosure on the European Monetary Union in an applicable
pricing supplement.

     Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. In addition, banks do
no generally offer non-U.S. dollar-denominated checking or savings account
facilities in the United States. Accordingly, payments on notes in a currency
other than U.S. dollars will be made from an account at a bank located outside
the United States, unless otherwise specified in the applicable pricing
supplement.

                                       S-4
<PAGE>   8

JUDGMENTS IN A FOREIGN CURRENCY COULD RESULT IN A SUBSTANTIAL LOSS TO YOU

     The indentures and the notes, except to the extent specified otherwise in a
pricing supplement, will be governed by, and construed in accordance with, the
laws of the State of New York. As a holder of notes, you may bring an action
based upon an obligation payable in a currency other than U.S. dollars in courts
in the United States. However, courts in the United States have not customarily
rendered judgments for money damages denominated in any currency other than U.S.
dollars. In addition, it is not clear whether in granting such judgment, the
rate of conversion would be determined with reference to the date of default,
the date judgment is rendered or any other date. The Judiciary Law of the State
of New York provides, however, that an action based upon an obligation payable
in a currency other than U.S. dollars will be rendered in the foreign currency
of the underlying obligation and converted to U.S. dollars at a rate of exchange
prevailing on the date the judgment or decree is entered. In these cases,
holders of foreign currency notes would bear the risk of exchange rate
fluctuations between the time the dollar amount of this judgment is calculated
and the time U.S. dollars were paid to the holders.

THE RISK OF LOSS TO YOU AS A RESULT OF LINKING PRINCIPAL OR INTEREST ON PAYMENTS
ON INDEXED NOTES TO AN INDEX CAN BE SUBSTANTIAL

     If you invest in indexed notes, your investment will be subject to
significant risks that are not associated with an investment in a conventional
fixed rate debt security. Indexation of the interest rate of a note may result
in lower (or no) interest compared to a conventional fixed rate debt security
issued at the same time. Indexation of the principal of and/or premium on a note
may result in the payment of a lower amount of principal and/or premium (or no
principal and/or premium) compared to the original purchase price of the note.
The value of an index can fluctuate based on a number of interrelated factors.
The risks associated with a particular indexed note generally depend on factors
over which we have no control and which cannot readily be foreseen. These risks
include:

     - economic events;

     - political events; and

     - the supply of, and demand for, the assets underlying the index.

Additionally, if the formula specified to determine the amount of principal,
premium and/or interest payable with respect to indexed notes contains a
multiple or leverage factor, that feature may magnify the effect of any change
in the index. You should not view the historical experience of an index as an
indication of its future performance. The risk of loss as a result of linking
principal or interest payments on indexed notes to an index can be substantial.
You should consult your own financial and legal advisors as to the risks of an
investment in indexed notes.

CHANGES IN CREDIT RATINGS COULD RESULT IN A SUBSTANTIAL LOSS TO YOU

     The credit ratings on our Medium-Term Note Program may not reflect the
potential impact of all risks related to structure and other factors on the
value of the notes. In addition, real or anticipated changes in our credit
ratings generally will affect the market value of the notes.

                            EUROPEAN MONETARY UNION

     The foreign currencies in which debt securities may be denominated or
payments in respect of index warrants may be due or by which amounts due on the
offered securities may be calculated could be issued by countries participating
in Stage III of the European Economic and Monetary Union.

     Stage III began on January 1, 1999 for the 11 participating member states
of the European Union that satisfied the economic convergence criteria in the
Treaty on European Union: Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, The Netherlands, Portugal and Spain. Other member states of
the European Union may still become participating member states after January 1,
1999.

                                       S-5
<PAGE>   9

     Stage III includes the introduction of the Euro, which, along with the
present national currency of each participating member state, is legal tender in
the participating member states. It is currently anticipated that on and after
January 1, 2002, the national currencies of participating member states will
cease to exist and the sole legal tender in such states will be the Euro. The
European Union has adopted regulations providing specific rules for the
introduction of the Euro in substitution for the respective current national
currencies of such member states, and may adopt additional regulations or
legislation in the future relating to the Euro. It is anticipated that these
regulations or legislation will be supplemented by legislation of the individual
member states.

          ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS

     We intend to use this prospectus supplement, the attached prospectus and a
related pricing supplement to offer our notes from time to time.

     This prospectus supplement provides you with certain terms of the notes and
supplements the description of the debt securities contained in the attached
prospectus. If information in this prospectus supplement is inconsistent with
the prospectus, this prospectus supplement will replace the inconsistent
information in the prospectus.

     Each time we issue notes, we will prepare a pricing supplement that will
contain additional terms of the offering and the specific description of the
notes offered. The pricing supplement also may add, update or change information
in this prospectus supplement or the attached prospectus, including provisions
describing the calculation of interest and the method of making payments under
the terms of a note. The flexibility available to us to set or negotiate
individualized terms for notes means that there will be transactions,
particularly with indexed notes, that are quite complex. Frequently, the terms
of the notes differ from the terms that we describe in this prospectus
supplement. Any information in the pricing supplement that is inconsistent with
this prospectus supplement will replace the inconsistent information in this
prospectus supplement.

                                       S-6
<PAGE>   10

                      SELECTED CONSOLIDATED FINANCIAL DATA

     The following table presents summary consolidated financial data which has
been derived from, and should be read in conjunction with, the consolidated
financial statements, the notes thereto and the other financial information
pertaining to KeyCorp incorporated by reference into the accompanying
prospectus. This summary is qualified in its entirety by the detailed
information and financial statements included in the documents incorporated by
reference under "Where You Can Find More Information" in the accompanying
prospectus. The data presented for the years ended December 31, 1999, 1998,
1997, 1996 and 1995 (except for ratios) are derived from our audited
consolidated financial statements. The data presented for the nine-month periods
ended September 30, 2000 and 1999 have been derived from our unaudited
consolidated financial statements and are not necessarily indicative of the data
for the entire year. These interim financial statements include, in the opinion
of management, all adjustments of a normal recurring nature and disclosures
which are necessary to present fairly the data for such interim periods. The
comparability of the data presented is affected by certain acquisitions and
divestitures that we and our subsidiaries have completed in the time periods
presented. Some previously reported results have been reclassified to conform to
the current presentation.

<TABLE>
<CAPTION>
                                       NINE MONTHS ENDED
                                         SEPTEMBER 30,                 YEAR ENDED DECEMBER 31,
                                       -----------------   -----------------------------------------------
                                        2000      1999      1999      1998      1997      1996      1995
                                       -------   -------   -------   -------   -------   -------   -------
                                          (UNAUDITED)                 [AUDITED (EXCEPT RATIOS)]
                                                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>       <C>
FOR THE PERIOD
  Interest income....................  $ 4,625   $ 4,206   $ 5,695   $ 5,525   $ 5,262   $ 4,951   $ 5,121
  Interest expense...................    2,597     2,124     2,908     2,841     2,517     2,237     2,485
  Net interest income................    2,028     2,082     2,787     2,684     2,745     2,714     2,636
  Provision for loan losses..........      382       265       348       297       320       197       100
  Noninterest income.................    1,686     1,643     2,315     1,600     1,315     1,090       936
  Noninterest expense................    2,212     2,185     3,070     2,508     2,395     2,464     2,315
  Income before income taxes and
    extraordinary item...............    1,120     1,275     1,684     1,479     1,345     1,143     1,157
  Income before extraordinary item...      736       843     1,107       996       919       783       789
  Net income.........................      736       843     1,107       996       919       783       825
  Net income applicable to common
    shares...........................      736       843     1,107       996       919       775       809
PER COMMON SHARE
  Income before extraordinary item...  $  1.69   $  1.88   $  2.47   $  2.25   $  2.09   $  1.69   $  1.65
  Income before extraordinary item --
    assuming dilution................     1.68      1.86      2.45      2.23      2.07      1.67      1.63
  Net income.........................     1.69      1.88      2.47      2.25      2.09      1.69      1.73
  Net income -- assuming dilution....     1.68      1.86      2.45      2.23      2.07      1.67      1.71
  Cash dividends.....................      .84       .78      1.04       .94       .84       .76       .72
  Book value at period end...........    15.26     14.25     14.41     13.63     11.83     10.92     10.68
  Market price:
      High...........................    27.06     38.13     38.13     44.88     36.59     27.13     18.63
      Low............................    15.56     25.19     21.00     23.38     23.94     16.69     12.25
      Close..........................    25.31     25.81     22.13     32.00     35.41     25.25     18.13
  Weighted average common shares
    (000)............................  435,156   448,764   448,168   441,895   439,042   459,810   469,574
  Weighted average common shares and
    potential common shares(000).....  437,231   453,267   452,363   447,437   444,544   464,282   472,882
</TABLE>

                                       S-7
<PAGE>   11

<TABLE>
<CAPTION>
                                       NINE MONTHS ENDED
                                         SEPTEMBER 30,                 YEAR ENDED DECEMBER 31,
                                       -----------------   -----------------------------------------------
                                        2000      1999      1999      1998      1997      1996      1995
                                       -------   -------   -------   -------   -------   -------   -------
                                          (UNAUDITED)      -----------[AUDITED (EXCEPT RATIOS)]-----------
                                                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>       <C>
AT PERIOD END
  Loans..............................  $66,299   $63,181   $64,222   $62,012   $53,380   $49,235   $48,332
  Earning assets.....................   75,786    72,831    73,733    70,240    64,246    59,260    58,762
  Total assets.......................   85,500    82,577    83,395    80,020    73,699    67,621    66,339
  Deposits...........................   47,809    43,466    43,233    42,583    45,073    45,317    47,282
  Long-term debt.....................   13,800    15,815    15,881    12,967     7,446     4,213     4,003
  Common shareholders' equity........    6,520     6,397     6,389     6,167     5,181     4,881     4,993
  Total shareholders' equity.........    6,520     6,397     6,389     6,167     5,181     4,881     5,153
PERFORMANCE RATIOS
  Return on average total assets.....     1.18%     1.40%     1.37%     1.32%     1.33%     1.21%     1.24%
  Return on average common equity....    15.12     18.21     17.68     17.97     18.89     15.73     17.35
  Return on average total equity.....    15.12     18.21     17.68     17.97     18.89     15.64     17.10
  Efficiency(a)......................    60.31     59.74     59.61     58.74     58.31     60.91     63.06
  Overhead(b)........................    32.96     31.91     31.52     35.17     40.34     45.51     49.67
  Net interest margin (taxable
    equivalent)......................     3.68      3.95      3.93      4.08      4.54      4.78      4.47
CAPITAL RATIOS AT PERIOD-END
  Equity to assets...................     7.63%     7.75%     7.66%     7.71%     7.03%     7.22%     7.77%
  Tangible equity to tangible
    assets...........................     6.10      6.06      6.03      5.93      5.52      5.88      6.25
  Tier I risk-adjusted capital.......     7.59      7.84      7.68      7.21      6.65      7.98      7.53
  Total risk-adjusted capital........    11.34     11.94     11.66     11.69     10.83     13.01     10.85
  Leverage...........................     7.76      7.85      7.77      6.95      6.40      6.93      6.20
ASSET QUALITY DATA
  Nonperforming loans................  $   592   $   412   $   447   $   384   $   385   $   349   $   333
  Nonperforming assets...............      617       440       473       423       435       400       379
  Allowance for loan losses..........    1,001       930       930       900       900       870       876
  Net loan charge-offs...............      306       235       318       297       293       195        99
  Nonperforming loans to period-end
    loans............................      .89%      .65%      .70%      .62%      .72%      .71%      .69%
  Nonperforming assets to period-end
    loans plus OREO and other
    nonperforming assets.............      .93       .70       .74       .68       .81       .81       .78
  Allowance for loan losses to
    nonperforming loans..............   169.09    225.73    208.05    234.38    233.77    249.28    263.15
  Allowance for loan losses to
    period-end loans.................     1.51      1.47      1.45      1.45      1.69      1.77      1.81
  Net loan charge-offs to average
    loans............................      .63       .50       .51       .52       .57       .40       .21
</TABLE>

- ---------------

(a) This ratio measures the extent to which recurring revenues are absorbed by
    operating expenses and is calculated as follows: noninterest expense
    (excluding significant nonrecurring items) divided by the sum of taxable-
    equivalent net interest income and noninterest income (excluding significant
    nonrecurring items).

(b) This ratio is the difference between noninterest expense (excluding
    significant nonrecurring items) and noninterest income (excluding
    significant nonrecurring items) divided by taxable-equivalent net interest
    income.

                                       S-8
<PAGE>   12

                              DESCRIPTION OF NOTES

     The following summary of certain terms of the notes is not complete. For
additional terms of the notes, you should also read the indentures under which
the notes will be issued, which are exhibits to our registration statement (File
No. 333-     ). The following description of the notes offered supplements, and
to the extent the descriptions are inconsistent, replaces the description of the
general terms and provisions of the debt securities that is found under the
heading "Description of Debt Securities" in the accompanying prospectus. The
following descriptions will apply to each note unless otherwise specified in the
pricing supplement. Capitalized terms used and not defined in this prospectus
supplement have the meanings set forth in the accompanying prospectus.

GENERAL

     We will offer the notes on a continuous basis as senior notes or
subordinated notes.

     The notes are our direct, unsecured obligations. The total initial public
offering price of the notes that we may offer using this prospectus supplement
is $1,011,500,000 or its equivalent in one or more foreign currencies or
composite currencies.

     Notes issued under the senior indenture will rank equally with all of our
other unsecured and unsubordinated indebtedness that is not accorded a priority
under applicable law. Notes issued under the subordinated indenture will be
subordinated in right of payment to the prior payment in full of our Senior
Indebtedness and, in certain insolvency events, our Other Senior Obligations.

     The Senior Medium-Term Notes, Series F, Due 9 Months or More from Date of
Issue constitute a single series for purposes of the senior indenture (separate
from our other series of senior medium-term notes) and the aggregate principal
amount of such series is not limited. At September 30, 2000, our total Senior
Indebtedness and Other Senior Obligations was $1,348,000,000 and $3,000,000,
respectively. Since September 30, 2000, we have issued an additional
$250,000,000 of Senior Indebtedness.

     The Subordinated Medium-Term Notes, Series E, constitute a single series
for purposes of the subordinated indenture (separate from our other series of
subordinated medium-term notes) and the aggregate principal amount of such
series is not limited. At September 30, 2000, our total Existing Subordinated
Indebtedness was $410,000,000, which included $210,000,000 aggregate principal
amount of Old KeyCorp Subordinated Indebtedness and $200,000,000 aggregate
principal amount of Society Subordinated Indebtedness. At September 30, 2000, we
also had outstanding $468,000,000 of subordinated debt securities, consisting of
$250,000,000 of 7.5% Subordinated Notes due June 15, 2006, $200,000,000 of 6.75%
Subordinated Notes due March 15, 2006 and $18,000,000 of Subordinated
Medium-Term Notes, Series B, due November 7, 2005, all of which constitute
subordinated debt securities under the subordinated indenture and none of which
constitute Existing Subordinated Indebtedness under the subordinated indenture.

     The indentures do not limit the amount of our notes or other debt
obligations that may be issued thereunder.

     Each note will mature on any day nine months or more from its date of
issue, subject to extension, redemption or repayment as specified in the
applicable pricing supplement.

     The notes (other than the amortizing notes) will not be subject to any
sinking fund, unless otherwise specified in the applicable pricing supplement.

     The defeasance and covenant defeasance provisions of the Indentures
described under "Description of Debt Securities -- Discharge, Covenant
Defeasance and Full Defeasance" in the attached prospectus will apply to the
notes.

     The pricing supplement relating to each note will specify the price
(expressed as a percentage of the aggregate principal amount thereof) at which
such note will be issued if other than 100%, the principal amount, the interest
rate or interest rate formula, ranking, maturity, currency, any redemption or

                                       S-9
<PAGE>   13

repayment provisions and any other terms on which each such note will be issued
that are not inconsistent with the applicable indenture.

     Unless we specify otherwise in the applicable pricing supplement, we will
denominate the notes in U.S. dollars and we will make all payments on the notes
in U.S. dollars. For further information regarding foreign currency notes, see
"Risk Factors" and "Special Provisions Relating To Foreign Currency Notes".

     You must pay the purchase price of the notes in immediately available
funds.

     Unless otherwise defined in the pricing supplement, (i) "business day"
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York; provided,
however, that, with respect to foreign currency notes, such day is also not a
day on which commercial banks are authorized or required by law, regulation or
executive order to close in the principal financial center (as defined) of the
country issuing the specified currency (or, if the specified currency is the
euro, such day is also a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open); provided, further,
that, with respect to notes as to which LIBOR is an applicable interest rate
basis, such day is also a London business day; (ii) "London business day" means
a day on which commercial banks are open for business (including dealings in the
designated LIBOR currency) in London; and (iii) "principal financial center"
means (1) the capital city of the country issuing the specified currency or (2)
the capital city of the country to which the designated LIBOR currency relates,
as applicable, except, in the case of (1) or (2) above, that with respect to
United States dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, Portuguese escudos, South African rand and Swiss francs, the
"principal financial center" shall be The City of New York, Sydney and (solely
in the case of the specified currency) Melbourne, Toronto, Frankfurt, Amsterdam,
London (solely in the case of the designated LIBOR currency), Johannesburg and
Zurich, respectively.

     Unless otherwise specified in the applicable pricing supplement, the
authorized denominations of notes denominated in U.S. dollars will be $1,000 or
any greater amount that is an integral multiple of $1,000. We will designate the
authorized denominations of foreign currency notes in the applicable pricing
supplement.

BOOK-ENTRY DEBT SECURITIES

     Except under certain circumstances, we will issue the notes in book-entry
form only. This means that we will generally not issue actual notes or
certificates to you. Instead, we will issue a global security representing notes
with similar terms and such global security will be held by The Depository Trust
Company, or DTC, or its nominee. In order to own a beneficial interest in a
note, you must be an institution that has an account with DTC or have an account
with an institution, such as a brokerage firm, that has an account with DTC. For
a more complete description of book-entry debt securities, see "Description of
Debt Securities -- Book-Entry Procedures" in the prospectus.

     Payments of principal of, premium if any, and interest on the notes
represented by a global security will be made in same-day funds to DTC in
accordance with arrangements then in effect between the applicable trustee and
DTC.

INTEREST AND INTEREST RATES

  General

     Each note will begin to accrue interest from the date it is originally
issued or from the last date in respect of which interest has been paid or duly
provided for, as the case may be, until the principal thereof is paid or made
available for payment. In the related pricing supplement, we will designate each
note as a fixed rate note, a floating rate note, an amortizing note, a renewable
note, an extendible note or an indexed note and describe the method of
determining the interest rate, including any spread and/or spread multiplier.
For an indexed note, we will also describe in the related pricing supplement the
method for

                                      S-10
<PAGE>   14

calculating and paying principal and interest. For a floating rate note or
indexed note, we may also specify a maximum and a minimum interest rate in the
related pricing supplement.

     We may issue a note as a fixed rate note or a floating rate note or as a
note that combines fixed and floating rate terms.

     Interest rates on the notes that we offer may differ depending upon, among
other things, the aggregate principal amount of notes purchased in any single
transaction. We may offer notes with similar variable terms but different
interest rates, as well as notes with different variable terms, concurrently to
different investors. We may, from time to time, change the interest rates or
formulas and other terms of notes, but no such change will affect any note
already issued or as to which an offer to purchase has been accepted.

     Interest will be payable to the person in whose name the note is registered
at the close of business on the applicable record date; provided that the
interest payable upon maturity, redemption or repayment (whether or not the date
of maturity, redemption or repayment is an interest payment date) will be
payable to the person whom principal is payable.

     U.S. dollar payments of interest, other than interest payable at maturity
(or on the date of redemption or repayment, if a note is redeemed or repaid
prior to maturity), will be made by check mailed to the address of the person
entitled thereto as shown on the note register. U.S. dollar payments of
principal, premium, if any, and interest upon maturity, redemption, or repayment
will be made in immediately available funds against presentation and surrender
of the note. Notwithstanding the foregoing, (a) DTC, as holder of book-entry
notes, shall be entitled to receive payments of interest by wire transfer of
immediately available funds and (b) a holder of U.S. $1.0 million (or the
equivalent) or more in aggregate principal amount of certificated notes (whether
having identical or different terms and provisions) shall be entitled to receive
payments of interest by wire transfer of immediately available funds upon
written request to the paying agent not later than 15 calendar days prior to the
applicable interest payment date.

  Fixed Rate Notes

     In the pricing supplement for fixed rate notes, we will specify a fixed
interest rate payable semiannually in arrears on each June 15 and December 15
(each an "interest payment date") and the regular record date for fixed rate
notes will be May 31 and November 30, respectively. Interest on fixed rate notes
will be computed on the basis of a 360-day year of twelve 30-day months. If the
maturity date or an interest payment date for any fixed rate note is not a
business day, we will pay principal, premium, if any, and interest for that note
on the next business day, and no interest will accrue from and after the
maturity date or interest payment date.

  Original Issue Discount Notes

     We may issue original issue discount notes (including zero coupon notes)
("discount notes"), which are notes issued at a discount from the principal
amount payable at the maturity date. A discount note may not have any periodic
interest payments. For discount notes, interest normally accrues during the life
of the note and is paid at the maturity date or upon earlier redemption. Upon a
redemption, repayment or acceleration of the maturity of a discount note, the
amount payable will be determined as set forth under " -- Optional Redemption,
Repayment and Repurchase". Normally this amount is less than the amount payable
at the maturity date.

  Amortizing Notes

     We may issue amortizing notes, which are fixed rate notes for which
combined principal and interest payments are made in installments over the life
of each note. Unless otherwise specified in the applicable pricing supplement,
payments will be made semiannually on each June 15 and December 15. We apply
payments on amortizing notes first to interest due and then to reduce the unpaid
principal amount. We will include a table setting forth repayment information in
the related pricing supplement for an amortizing note.

                                      S-11
<PAGE>   15

  Floating Rate Notes

     Each floating rate note will have an interest rate basis or formula. We may
base that formula on:

     - the CD Rate;

     - the CMT Rate;

     - the Commercial Paper Rate;

     - the Eleventh District Cost of Funds Rate;

     - the Federal Funds Rate;

     - LIBOR;

     - the Prime Rate;

     - the Treasury Rate; or

     - another negotiated interest rate basis or formula.

     In the pricing supplement, we also will indicate any spread and/or spread
multiplier that would be applied to the interest rate formula to determine the
interest rate. Any floating rate note may have a maximum or minimum interest
rate limitation. In addition to any maximum interest rate limitation, the
interest rate on the floating rate notes will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.

     We will appoint a calculation agent to calculate interest rates on the
floating rate notes. Unless we identify a different party in the pricing
supplement, KeyBank National Association, a wholly owned subsidiary of KeyCorp,
will be the calculation agent for each note. In most cases, a floating rate note
will have a specified "interest reset date", "interest determination date" and
"calculation date" associated with it. An "interest reset date" is the date on
which the interest rate on the note is subject to change. An "interest
determination date" is the date as of which the new interest rate is determined
for a particular interest reset date, based on the applicable interest rate
basis or formula as of that interest determination date. The "calculation date"
is the date by which the calculation agent will determine the new interest rate
that became effective on a particular interest reset date based on the
applicable interest rate basis or formula on the interest determination date.

CHANGE OF INTEREST RATE

     We may reset the interest rate on each floating rate note daily, weekly,
monthly, quarterly, semiannually, annually or on some other basis that we
specify (such period being the "interest reset period"). The interest reset date
is the first day of each interest reset period and will be:

     - for notes with interest that resets daily, each business day;

     - for notes (other than Treasury Rate notes) with interest that resets
       weekly, Wednesday of each week;

     - for Treasury Rate notes with interest that resets weekly, Tuesday of each
       week;

     - for notes with interest that resets monthly, the third Wednesday of each
       month;

     - for notes with interest that resets quarterly, the third Wednesday of
       March, June, September and December of each year;

     - for notes with interest that resets semiannually, the third Wednesday of
       each of the two months of each year indicated in the applicable pricing
       supplement; and

     - for notes with interest that resets annually, the third Wednesday of the
       month of each year indicated in the applicable pricing supplement.

                                      S-12
<PAGE>   16

     The related pricing supplement will describe the initial interest rate or
interest rate formula on each note. That rate is effective until the following
interest reset date. Thereafter, the interest rate will be the rate determined
on each interest determination date. Each time a new interest rate is
determined, it becomes effective on the subsequent interest reset date. If any
interest reset date is not a business day, then the interest reset date is
postponed to the next succeeding business day, except, in the case of a LIBOR
note, in which case, if the next business day is in the next calendar month, the
interest reset date is the immediately preceding business day.

DATE INTEREST RATE IS DETERMINED

     The interest determination date for all floating rate notes (except LIBOR
notes, Treasury Rate notes and Eleventh District Cost of Funds Rate notes) will
be the second business day before the interest reset date. The interest
determination date in the case of LIBOR notes will be the second London business
day immediately preceding the applicable interest reset date, unless the
designated LIBOR currency is British pounds sterling, in which case the interest
determination date will be the applicable interest reset date.

     The interest determination date for Treasury Rate notes will be the day of
the week in which the interest reset date falls on which Treasury bills of the
same index maturity are normally auctioned. Treasury bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on Tuesday. Sometimes, the auction is held on
the preceding Friday. If an auction is held on the preceding Friday, that day
will be the interest determination date relating to the interest reset date
occurring in the next week. If an auction date falls on any interest reset date,
then the interest reset date will instead be the first business day immediately
following the auction date.

     The interest determination date for an Eleventh District Cost of Funds Rate
note is the last business day of the month immediately preceding the applicable
interest reset date on which the Federal Home Loan Bank of San Francisco
published the index.

CALCULATION DATE

     Unless we specify a different date in a pricing supplement, the calculation
date, if applicable, relating to an interest determination date will be the
earlier of:

          (1) the tenth calendar day after such interest determination date or,
     if such day is not a business day, the next succeeding business day, or

          (2) the business day immediately preceding the relevant interest
     payment date or the maturity date, as the case may be.

     Upon the request of the beneficial holder of any floating rate note, the
calculation agent will provide the interest rate then in effect and, if
different, the interest rate that will become effective on the next interest
reset date for the floating rate note.

PAYMENT OF INTEREST

     We will pay installments of interest on floating rate notes as follows:

     - for notes (other than Eleventh District Cost of Funds Rate notes) with
       interest payable monthly, on the third Wednesday of each month;

     - for Eleventh District Cost of Funds Rate notes, the first calendar day of
       each month as specified in the applicable pricing supplement;

     - for notes with interest payable quarterly, on the third Wednesday of
       March, June, September, and December of each year;

     - for notes with interest payable semiannually, on the third Wednesday of
       each of the two months specified in the applicable pricing supplement;
                                      S-13
<PAGE>   17

     - for notes with interest payable annually, on the third Wednesday of the
       month specified in the applicable pricing supplement (each of the above
       an interest payment date); and

     - at maturity, redemption or repurchase.

     Each interest payment on a floating rate note will include interest accrued
from, and including, the issue date or the last interest payment date, as the
case may be, to, but excluding, the following interest payment date or the
maturity date, as the case may be.

     We will pay installments of interest on floating rate notes beginning on
the first interest payment date after its issue date to holders of record on the
corresponding regular record date. Unless we otherwise specify in the applicable
pricing supplement, the regular record date for a floating rate note will be on
the 15th day (whether or not a business day) next preceding the interest payment
date. If an interest payment date (but not the maturity date) is not a business
day (except for LIBOR notes), we will postpone payment until the next succeeding
business day. In the case of LIBOR notes, such interest payment date will be the
preceding business day if the next succeeding business day is in the next
calendar month. If the maturity date of any floating rate note is not a business
day, principal, premium, if any, and interest for that note will be paid on the
next succeeding business day, and no interest will accrue from and after the
maturity date.

     We will calculate accrued interest on a floating rate note by multiplying
the principal amount of a note by an accrued interest factor. The accrued
interest factor is the sum of the interest factors calculated for each day in
the period for which accrued interest is being calculated. The interest factor
for each day is computed by dividing the interest rate in effect on that day by
(1) the actual number of days in the year, in the case of Treasury Rate notes or
CMT Rate notes, or (2) 360, in the case of other floating rate notes. All
percentages resulting from any calculation are rounded to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward. For example, 9.876545% (or .09876545) will be
rounded to 9.87655% (or .0987655). All currency amounts used in or resulting
from such calculation will be rounded to the nearest one-hundredth of a unit
(with five one-thousandths of a unit being rounded upward).

CALCULATION OF INTEREST

     CD Rate Notes

     The "CD Rate" for any interest determination date is the rate on that date
for negotiable certificates of deposit having the index maturity described in
the related pricing supplement, as published in H.15(519) prior to 3:00 PM., New
York City time, on the calculation date, for that interest determination date
under the heading "CDs (secondary market)". The index maturity is the period to
maturity of the instrument or obligation with respect to which the related
interest rate basis or formulae will be calculated.

     The calculation agent will observe the following procedures if the CD Rate
cannot be determined as described above:

     - If the above rate is not published in H.15(519) by 3:00 PM., New York
       City time, on the calculation date, the CD Rate will be the rate on that
       interest determination date for negotiable certificates of deposit of the
       index maturity described in the pricing supplement as published in H.15
       Daily Update, or such other recognized electronic source used for the
       purpose of displaying such rate, under the caption "CDs (secondary
       market)".

     - If that rate is not published in H.15(519), H.15 Daily Update or another
       recognized electronic source by 3:00 P.M., New York City time, on the
       calculation date, then the calculation agent will determine the CD Rate
       to be the average of the secondary market offered rates as of 10:00 A.M.,
       New York City time, on that interest determination date, quoted by three
       leading non-bank dealers of negotiable U.S. dollar certificates of
       deposit in New York City for negotiable certificates of deposit in a
       denomination of $5,000,000 of major United States money-center banks of
       the highest credit standing (in the market for negotiable certificates of
       deposit) with a remaining maturity

                                      S-14
<PAGE>   18

       closest to the index maturity described in the pricing supplement. The
       calculation agent will select the three dealers referred to above.

     - If fewer than three dealers are quoting as mentioned above, the CD Rate
       will remain the CD Rate then in effect on that interest determination
       date.

     "H.15(519)" means the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the Federal
Reserve System.

     "H.15 Daily Update" means the daily update of H.15(519), available through
the Internet site of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.

     Commercial Paper Rate Notes

     The "Commercial Paper Rate" for any interest determination date is the
money market yield (as defined below) of the rate on that date for commercial
paper having the index maturity described in the related pricing supplement, as
published in H.15(519) prior to 3:00 P.M., New York City time, on the
calculation date for that interest determination date under the heading
"Commercial Paper -- Nonfinancial".

     The calculation agent will observe the following procedures if the
Commercial Paper Rate cannot be determined as described above:

     - If the above rate is not published in H.15(519) by 3:00 P.M., New York
       City time, on the calculation date, the Commercial Paper Rate will be the
       money market yield of the rate on that interest determination date for
       commercial paper having the index maturity described in the pricing
       supplement, as published in H.15 Daily Update, or such other recognized
       electronic source used for the purpose of displaying such rate, under the
       caption "Commercial Paper -- Nonfinancial".

     - If that rate is not published in H.15(519), H.15 Daily Update or another
       recognized electronic source by 3:00 P.M., New York City time, on the
       calculation date, then the calculation agent will determine the
       Commercial Paper Rate to be the money market yield of the average of the
       offered rates of three leading dealers of U.S. dollar commercial paper in
       New York City as of 11:00 A.M., New York City time, on that interest
       determination date for commercial paper having the index maturity
       described in the pricing supplement placed for an industrial issuer whose
       bond rating is "Aa", or the equivalent, from a nationally recognized
       securities rating organization. The calculation agent will select the
       three dealers referred to above.

     - If fewer than three dealers selected by the calculation agent are quoting
       as mentioned above, the Commercial Paper Rate will remain the Commercial
       Paper Rate then in effect on that interest determination date.

     "Money market yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:

<TABLE>
  <S>                   <C>           <C>
                          D X 360
  Money market yield =  ------------  X 100
                        360 -(D X M)
</TABLE>

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the reset period for which interest is being calculated.

     LIBOR Notes

     On each interest determination date, the calculation agent will determine
LIBOR as follows:

     - If the pricing supplement specifies "LIBOR Telerate", LIBOR on any
       interest determination date will be the rate for deposits in the LIBOR
       currency (as defined below) having the index maturity

                                      S-15
<PAGE>   19

       described in the related pricing supplement on the applicable interest
       reset date, as such rate appears on the designated LIBOR page (as defined
       below) as of 11:00 A.M., London time, on that interest determination
       date.

     - If the pricing supplement specifies "LIBOR Reuters", LIBOR on any
       interest determination date will be the average of the offered rates for
       deposits in the LIBOR currency having the index maturity described in the
       related pricing supplement on the applicable interest reset date, as such
       rates appear on the designated LIBOR page as of 11:00 A.M., London time,
       on that interest determination date, if at least two such offered rates
       appear on the designated LIBOR page.

     - If the pricing supplement does not specify "LIBOR Telerate" or "LIBOR
       Reuters," the LIBOR Rate will be LIBOR Telerate. In addition, if the
       designated LIBOR page by its terms provides only for a single rate, that
       single rate will be used regardless of the foregoing provisions requiring
       more than one rate.

On any interest determination date on which fewer than the required number of
applicable rates appear or no rate appears on the applicable designated LIBOR
page, the calculation agent will determine LIBOR as follows:

     - LIBOR will be determined on the basis of the offered rates at which
       deposits in the LIBOR currency having the index maturity described in the
       related pricing supplement on the interest determination date and in a
       principal amount that is representative of a single transaction in that
       market at that time are offered by four major banks in the London
       interbank market at approximately 11:00 A.M., London time, on the
       interest determination date to prime banks in the London interbank
       market. The calculation agent will select the four banks and request the
       principal London office of each of those banks to provide a quotation of
       its rate for deposits in the LIBOR currency. If at least two quotations
       are provided, LIBOR for that interest determination date will be the
       average of those quotations.

     - If fewer than two quotations are provided as mentioned above, LIBOR will
       be the average of the rates quoted by three major banks in the principal
       financial center selected by the calculation agent at approximately 11:00
       A.M. in the principal financial center, on the interest determination
       date for loans to leading European banks in the LIBOR currency having the
       index maturity designated in the pricing supplement and in a principal
       amount that is representative for a single transaction in the LIBOR
       currency in that market at that time. The calculation agent will select
       the three banks referred to above.

     - If fewer than three banks selected by the calculation agent are quoting
       as mentioned above, LIBOR will remain LIBOR then in effect on that
       interest determination date.

     "LIBOR currency" means the currency specified in the applicable pricing
supplement as to which LIBOR shall be calculated or, if no such currency is
specified in the applicable pricing supplement, United States dollars.

     "Designated LIBOR page" means:

     - if the pricing supplement specifies "LIBOR Reuters", the display on the
       Reuter Monitor Money Rates Service (or any successor service) on the page
       specified in such pricing supplement (or any other page as may replace
       such page on such service) for the purpose of displaying the London
       interbank rates of major banks for the LIBOR currency; or

     - if the pricing supplement specifies "LIBOR Telerate" or neither "LIBOR
       Reuters" nor "LIBOR Telerate" is specified in the applicable pricing
       supplement as the method of calculating LIBOR, the display on Bridge
       Telerate, Inc. (or any successor service, "Telerate") on the page
       specified in such pricing supplement (or any other page as may replace
       such page on such service) for the purpose of displaying the London
       interbank rates of major banks for the LIBOR currency.

                                      S-16
<PAGE>   20

     Federal Funds Rate Notes

     The "Federal Funds Rate" for any interest determination date is the rate on
that date for Federal Funds, as published in H.15(519) prior to 3:00 P.M., New
York City time, on the calculation date for that interest determination date
under the heading "Federal Funds (Effective)", as such rate is displayed on
Telerate on page 120 (or any other page as may replace such page on such
service) ("Telerate Page 120").

     The calculation agent will follow the following procedures if the Federal
Funds Rate cannot be determined as described above:

     - If the above rate is not published in H.15(519) by 3:00 P.M., New York
       City time, on the calculation date, the Federal Funds Rate will be the
       rate on that interest determination date, as published in H.15 Daily
       Update, or such other recognized electronic source used for the purpose
       of displaying such rate, under the caption "Federal Funds (Effective)".

     - If that rate does not appear on Telerate Page 120 or is not published in
       H.15(519), H.15 Daily Update or another recognized electronic source by
       3:00 P.M., New York City time, on the calculation date, then the
       calculation agent will determine the Federal Funds Rate to be the average
       of the rates for the last transaction in overnight Federal Funds quoted
       by three leading brokers of Federal Funds transactions in New York City
       as of 9:00 A.M., New York City time, on that interest determination date.
       The calculation agent will select the three brokers referred to above.

     - If fewer than three brokers selected by the calculation agent are quoting
       as mentioned above, the Federal Funds Rate will be the Federal Funds Rate
       then in effect on that interest determination date.

     Prime Rate Notes

     The "Prime Rate" for any interest determination date is the prime rate or
base lending rate on that date, as published in H.15(519) by 3:00 P.M., New York
City time, on the calculation date for that interest determination date under
the heading "Bank Prime Loan" or, if not published by 3:00 P.M., New York City
time, on the related calculation date, the rate on such interest determination
date as published in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, under the caption "Bank
Prime Loan."

     The calculation agent will follow the following procedures if the Prime
Rate cannot be determined as described above:

     - If the rate is not published in H.15(519), H.15 Daily Update or another
       recognized electronic source by 3:00 PM., New York City time, on the
       calculation date, then the calculation agent will determine the Prime
       Rate to be the average of the rates of interest publicly announced by
       each bank that appears on the Reuters screen designated as "U.S. Prime 1"
       as that bank's prime rate or base lending rate as in effect for that
       interest determination date.

     - If at least one rate but fewer than four rates appear on the Reuters
       screen U.S. Prime 1 on the interest determination date, then the Prime
       Rate will be the average of the prime rates or base lending rates quoted
       (on the basis of the actual number of days in the year divided by a
       360-day year) as of the close of business on the interest determination
       date by three major money center banks in the City of New York selected
       by the calculation agent.

     - If the banks selected by the calculation agent are not quoting as
       mentioned above, the Prime Rate will remain the Prime Rate then in effect
       on the interest determination date.

     "U.S. Prime 1" means the display on the Reuter Monitor Money Rates Service
(or any successor service) on the "U.S. Prime 1" page (or any other page as may
replace that page on that service), or, if no such display, the display on the
Bloomberg service (or any successor service) on the page specified in

                                      S-17
<PAGE>   21

the applicable pricing supplement (or any other page as may replace such page on
such service) for the purpose of displaying prime rates or lending rates of
major United States banks.

     Treasury Rate Notes

     The "Treasury Rate" for any interest determination date is the rate set at
the auction of direct obligations of the United States ("Treasury Bills") having
the index maturity described in the related pricing supplement under the caption
"INVESTMENT RATE" on the display on Telerate on page 56 (or any other page as
may replace such page on such service) or page 57 (or any other page as may
replace such page on such service) by 3:00 PM., New York City time, on the
calculation date for that interest determination date.

     The calculation agent will follow the following procedures if the Treasury
Rate cannot be determined as described above:

     - If the rate is not so published by 3:00 P.M., New York City time, on the
       calculation date, the Treasury Rate will be the bond equivalent yield (as
       defined below) of the auction rate of such Treasury Bills as published in
       H.15 Daily Update, or such recognized electronic source used for the
       purpose of displaying such rate, under the caption "U.S. Government
       Securities Treasury Bills/ Auction High."

     - If the rate is not so published by 3:00 P.M., New York City time, on the
       calculation date and cannot be determined as described in the immediately
       preceding paragraph, the Treasury Rate will be the bond equivalent yield
       of the auction rate of such Treasury Bills as otherwise announced by the
       United States Department of Treasury.

     - If the results of the most recent auction of Treasury Bills having the
       index maturity described in the pricing supplement are not published or
       announced as described above by 3:00 P.M., New York City time, on the
       calculation date, or if no auction is held on the interest determination
       date, then the Treasury Rate will be the bond equivalent yield on such
       interest determination date of Treasury Bills having the index maturity
       specified in the applicable pricing supplement as published in H.15(519)
       under the caption "U.S. Government securities/Treasury bills/Secondary
       market" or, if not published by 3:00 P.M., New York City time, on the
       related calculation date, the rate on such interest determination date of
       such Treasury Bills as published in H.15 Daily Update, or such other
       recognized electronic source used for the purpose of displaying such
       rate, under the caption "U.S. Government securities/Treasury
       bills/Secondary market."

     - If such rate is not published in H.15(519), H.15 Daily Update or another
       recognized electronic source by 3:00 P.M., New York City time, on the
       related calculation date, then the calculation agent will determine the
       Treasury Rate to be the bond equivalent yield of the average of the
       secondary market bid rates, as of approximately 3:30 PM., New York City
       time, on the interest determination date of three leading primary U.S.
       government securities dealers (which may include the Agents or their
       affiliates) for the issue of Treasury Bills with a remaining maturity
       closest to the index maturity described in the related pricing
       supplement. The calculation agent will select the three dealers referred
       to above.

     - If fewer than three dealers selected by the calculation agent are quoting
       as mentioned above, the Treasury Rate will remain the Treasury Rate then
       in effect on that interest determination date.

"Bond equivalent yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:

<TABLE>
  <S>                      <C>           <C>
                              D X N
  Bond equivalent yield =  ------------  X 100
                           360 -(D X M)
</TABLE>

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the applicable interest reset period.

                                      S-18
<PAGE>   22

     CMT Rate Notes

     The "CMT Rate" for any interest determination date is the rate displayed on
the Designated CMT Telerate Page by 3:00 PM., New York City time, on the
calculation date for that interest determination date under the caption " ...
Treasury Constant Maturities ... Federal Reserve Board Release H.15 ... Mondays
Approximately 3:45 P.M.," under the column for the index maturity described in
the related pricing supplement for:

     (1) if the designated CMT Telerate page is 7051, the rate on such interest
         determination date; or

     (2) if the designated CMT Telerate page is 7052, the weekly or monthly
         average for the week or the month, specified in the related pricing
         supplement, ended immediately preceding the week or month in which the
         related interest determination date occurs.

     The calculation agent will follow the following procedures if the CMT Rate
cannot be determined as described above:

     - If the rate is not displayed on the relevant page by 3:00 P.M., New York
       City time, on the calculation date, then the CMT Rate will be the
       Treasury constant maturity rate for the designated CMT maturity index (as
       defined below), as published in H.15(519).

     - If that rate is not published in H.15(519) by 3:00 P.M., New York City
       time, on the calculation date, then the CMT Rate will be the Treasury
       constant maturity rate (or other United States Treasury rate) for the
       designated CMT maturity index for the interest determination date as may
       then be published by either the Board of Governors of the Federal Reserve
       System or the United States Department of the Treasury that the
       calculation agent determines to be comparable to the rate formerly
       displayed on the designated CMT Telerate page and published in H.15(519).

     - If that information is not provided by 3:00 PM., New York City time, on
       the calculation date, then the calculation agent will determine the CMT
       Rate to be a yield to maturity based on the average of the secondary
       market closing offered rates, as of approximately 3:30 P.M., New York
       City time, on the interest determination date reported, according to
       their written records, by three leading primary United States government
       securities dealers (each, a "reference dealer") in New York City. The
       calculation agent will select five reference dealers and will eliminate
       the highest quotation (or, in the event of overlap, one of the highest
       quotations) and the lowest quotation (or, in the event of overlap, one of
       the lowest quotations), for the most recently issued direct noncallable
       fixed rate obligations of the United States ("Treasury notes") with an
       original maturity of approximately the designated CMT maturity index and
       a remaining term to maturity of not less than the designated CMT maturity
       index minus one year.

     - If the calculation agent cannot obtain three Treasury note quotations,
       the calculation agent will determine the CMT Rate to be a yield to
       maturity based on the average of the secondary market offered rates as of
       approximately 3:30 P.M., New York City time, on the interest
       determination date of three reference dealers in New York City (selected
       using the same method described above) for Treasury notes with an
       original maturity of the number of years that is the next highest to the
       designated CMT maturity index and a remaining term to maturity closest to
       the designated CMT maturity index and in an amount of at least
       $100,000,000. If two Treasury notes with an original maturity have
       remaining terms to maturity equally close to the designated CMT maturity
       index, the calculation agent will obtain quotations for the Treasury note
       with the shorter remaining term to maturity.

     - If three or four (but not five) reference dealers are quoting as
       described above, then the CMT Rate will be based on the average of the
       offered rates obtained and neither the highest nor the lowest of those
       quotations will be eliminated.

     - If fewer than three reference dealers selected by the calculation agent
       are quoting as described above, the CMT Rate will remain the CMT Rate
       then in effect on the interest determination date.

                                      S-19
<PAGE>   23

     "Designated CMT Telerate page" means the display on Telerate, on the page
specified in the applicable pricing supplement (or any other page as may replace
such page on such service) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519) or, if no such page is specified in the
applicable pricing supplement, page 7052.

     "Designated CMT maturity index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable pricing supplement with respect to which the CMT
Rate will be calculated or, if no such maturity is specified in the applicable
pricing supplement, 2 years.

     Eleventh District Cost of Funds Rate Notes

     The "Eleventh District Cost of Funds Rate" for any interest determination
date is the rate equal to the monthly weighted average cost of funds for the
month preceding the interest determination date as displayed on the Telerate
Page 7058 by 11:00 A.M., San Francisco time, on the calculation date for that
interest determination date under the caption "11th District."

     The calculation agent will use the following procedures if the Eleventh
District Cost of Funds Rate cannot be determined as described above:

     - If the rate is not displayed on the relevant page by 11:00 A.M., San
       Francisco time, on the calculation date, then the Eleventh District Cost
       of Funds Rate will be the monthly weighted average cost of funds paid by
       member institutions of the Eleventh Federal Home Loan Bank District, as
       announced by the Federal Home Loan Bank of San Francisco, for the month
       immediately preceding the interest determination date.

     - If no announcement was made relating to the month preceding the interest
       determination date, the Eleventh District Cost of Funds Rate will remain
       the Eleventh District Cost of Funds Rate then in effect on the interest
       determination date.

INDEXED NOTES

     We may issue notes for which the amount of interest or principal that you
will receive will not be known on your date of purchase. We will specify the
formulae for computing interest or principal payments for these types of notes,
which we call "indexed notes", by reference to securities, financial or
non-financial indices, currencies, commodities, interest rates, or composites or
baskets of any or all of the above. Examples of indexed items that we may use
include a published stock index, the common stock price of a publicly traded
company, the value of the U.S. dollar versus the Japanese Yen, or the price in a
particular market of a barrel of West Texas intermediate crude oil.

     If you purchase an indexed note, you may receive a principal amount at
maturity that is greater than or less than the note's face amount, and an
interest rate that is greater than or less than the interest rate that you would
have earned if you had instead purchased a conventional debt security issued by
us at the same time with the same maturity. The amount of interest and principal
that you will receive will depend on the structure of the indexed note and the
level of the specified indexed item throughout the term of the indexed note and
at maturity. Specific information pertaining to the method of determining the
interest payments and the principal amount will be described in the pricing
supplement, as well as additional risk factors unique to the indexed note,
certain historical information for the specified indexed item and certain
additional United States federal tax considerations.

RENEWABLE NOTES

     We may issue "renewable notes", which are notes that mature on an interest
payment date as specified in the applicable pricing supplement (the "initial
maturity date"), unless the maturity of all or any portion of the principal
amount is extended as described below. On the interest payment dates in June and
December each year (unless different interest payment dates are specified in the
pricing supplement), which are "election dates", the maturity of the renewable
notes will be extended to the interest payment

                                      S-20
<PAGE>   24

date occurring 12 months after the election date, unless the holder elects to
terminate the automatic extension of the maturity of the renewable notes or any
portion having a principal amount of $1,000 or any multiple of $1,000 in excess
thereof. To terminate, notice has to be delivered to the paying agent not less
than nor more than the number of days specified in the applicable pricing
supplement prior to the related election date. The option may be exercised with
respect to less than the entire principal amount of the renewable notes so long
as the principal amount for which the option is not exercised is at least $1,000
or any larger amount that is a integral multiple of $1,000. The maturity of the
renewable notes may not be extended beyond the final maturity date that is set
forth in the applicable pricing supplement. If the holder elects to terminate
the automatic extension of the maturity and the election is not revoked, then
the portion of the renewable note for which election was made will become due
and payable on the interest payment date, unless another date is set forth in
the pricing supplement, falling six months after the election date prior to
which the holder made such election.

     An election to terminate the automatic extension of maturity may be revoked
as to any portion of the renewable notes having a principal amount of $1,000 or
any multiple of $1,000 in excess thereof by delivering a notice to the paying
agent on any day following the effective date of the election to terminate the
automatic extension and prior to the date 15 days before the date on which the
portion would have matured.

     If a note is represented by a global security, DTC or its nominee will be
the holder of the note and therefore will be the only entity that can exercise a
right to terminate the automatic extension of a note. In order to ensure that
DTC or its nominee will exercise a right to terminate the automatic extension
provisions of a particular note, the beneficial owner of the note must instruct
the broker or other DTC participant through which it holds an interest in the
note to notify DTC of its desire to terminate the automatic extension of the
note. Different firms have different cut-off times for accepting instructions
from their customers and, accordingly, each beneficial owner should consult the
broker or other participant through which it holds an interest in a renewable
note to ascertain the cut-off time by which an instruction must be given for
delivery of timely notice to DTC or its nominee.

EXTENDIBLE NOTES

     We may issue notes whose stated maturity date may be extended at our option
(an "extendible note") for one or more whole year periods (each an "extension
period"), up to but not beyond a final maturity date described in the related
pricing supplement.

     We may exercise our option to extend the extendible note by notifying the
applicable trustee (or any duly appointed paying agent) at least 50 but not more
than 60 days prior to the then effective maturity date. If we elect to extend
the extendible note, the trustee (or paying agent) will mail (at least 40 days
prior to the maturity date) to the registered holder of the extendible note a
notice ("extension notice") informing the holder of our election, the new
maturity date and any updated terms. Upon the mailing of the extension notice,
the maturity of such note will be extended automatically as set forth in the
extension notice.

     However, we may, not later than 20 days prior to the maturity date of an
extendible note (or, if such date is not a business day, on the immediately
succeeding business day), at our option, establish a higher interest rate, in
the case of a fixed rate note, or a higher spread and/or spread multiplier, in
the case of a floating rate note, for the extension period by mailing or causing
the applicable trustee (or paying agent) to mail notice of such higher interest
rate or higher spread and/or spread multiplier to the holder of the extendible
note. The notice will be irrevocable.

     If we elect to extend the maturity of an extendible note, the holder of the
note will have the option to instead elect repayment of the note by us on the
then effective maturity date. In order for an extendible

                                      S-21
<PAGE>   25

note to be so repaid on the maturity date, we must receive, at least 25 days but
not more than 35 days prior to the maturity date:

          (1) the note with the form "Option to Elect Repayment" on the reverse
     of the note duly completed; or

          (2) a facsimile transmission, telex or a letter from a member of a
     national securities exchange or the National Association of Securities
     Dealers, Inc. or a commercial bank or trust company in the United States
     setting forth the name of the holder of the note, the principal amount of
     the note, the principal amount of the note to be repaid, the certificate
     number or a description of the tenor and terms of the note, a statement
     that the option to elect repayment is being exercised thereby and a
     guarantee that the note to be repaid, together with the duly completed form
     entitled "Option to Elect Repayment" on the reverse of the note, will be
     received by the applicable trustee (or paying agent) not later than the
     fifth business day after the date of the facsimile transmission, telex or
     letter; provided, however, that the facsimile transmission, telex or letter
     will only be effective if the applicable trustee or paying agent receives
     the note and form duly completed by that fifth business day. A holder of an
     extendible note may exercise this option for less than the aggregate
     principal amount of the note then outstanding if the principal amount of
     the note remaining outstanding after repayment is an authorized
     denomination.

     If a note is represented by a global security, DTC or its nominee will be
the holder of that note and therefore will be the only entity that can exercise
a right to repayment. To ensure that DTC or its nominee timely exercises a right
to repayment with respect to a particular note, the beneficial owner of that
note must instruct the broker or other participant through which it holds an
interest in the note to notify DTC of its desire to exercise a right of
repayment. Different firms have different cut-off times for accepting
instructions from their customers and, accordingly, each beneficial owner should
consult the broker or other participant through which it holds an interest in a
note to determine the cut-off time by which an instruction must be given for
timely notice to be delivered to DTC or its nominee.

OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE

     We will indicate in the applicable pricing supplement for a note whether we
will have the option to redeem the note before the stated maturity and the price
or prices at which, and date or dates on which, redemption may occur. If we are
allowed to redeem a note, we may exercise the option by notifying the applicable
trustee at least 45 days prior to the redemption date. At least 30 but not more
than 60 days before the redemption date, the trustee will mail notice or cause
the paying agent to mail notice of redemption to the holders. If we partially
redeem a note, we will issue a new note or notes for the unredeemed portion.

     The pricing supplement relating to a note will also indicate whether you
will have the option to elect repayment by us prior to the stated maturity and
the price and the date or dates on which, repayment may occur.

     For a note to be repaid at your option, the paying agent must receive at
least 30 but not more than 45 days prior to an optional repayment date, such
note with the form entitled "Option to Elect Repayment" on the reverse of the
note duly completed. You may also send the paying agent a facsimile or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States describing the particulars of the repayment, including a guarantee that
the note and the form entitled "Option to Elect Repayment" will be received by
the paying agent no later than five business days after such facsimile or
letter. If you present a note for repayment, such act will be irrevocable. You
may exercise the repayment option for less than the entire principal of the
note, provided the remaining principal outstanding is an authorized
denomination. If you elect partial repayment, your note will be cancelled, and
we will issue a new note or notes for the remaining amount.

     DTC or its nominee will be the holder of each global security and will be
the only party that can exercise a right of repayment. If you are a beneficial
owner of a global security and you want to exercise
                                      S-22
<PAGE>   26

your right of repayment, you must instruct your broker or indirect participant
through which you hold a note interest to notify DTC. You should consult your
broker or such indirect participant to discuss the appropriate cut-off times and
any other requirements for giving this instruction. The giving of any such
instruction will be irrevocable.

     If a note is a discount note (other than an indexed note), the amount
payable in the event of redemption or repayment prior to its stated maturity
will be the amortized face amount on the redemption or repayment date, as the
case may be. The amortized face amount of a discount note will be equal to (i)
the issue price plus (ii) that portion of the difference between the issue price
and the principal amount of the note that has accrued at the yield to maturity
described in the pricing supplement (computed in accordance with generally
accepted U.S. bond yield computation principles) by the redemption or repayment
date. However, in no case will the amortized face amount of a discount note
exceed its principal amount.

     We reserve the right at any time to purchase notes at any price in the open
market or otherwise. We may hold, resell or surrender for cancellation any notes
that we purchase.

                                      S-23
<PAGE>   27

             SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES

GENERAL

     Unless we indicate otherwise in the applicable pricing supplement, we will
denominate the notes in U.S. dollars, we will make principal and interest
payments on the notes in U.S. dollars and you must pay the purchase price of the
notes in immediately available funds. If any of the notes ("foreign currency
notes") are to be denominated or payable in a currency or basket of currencies
other than U.S. dollars (a "specified currency"), the following provisions will
apply in addition to, and to the extent inconsistent therewith will replace, the
description of general terms and provisions of notes set forth in the
accompanying prospectus and elsewhere in this prospectus supplement.

     A pricing supplement with respect to any foreign currency note (which may
include information with respect to applicable current foreign exchange
controls) is a part of this prospectus and prospectus supplement. Any
information we furnish you concerning exchange rates is furnished as a matter of
information only and you should not regard it as indicative of the range of or
trends in fluctuations in currency exchange rates that may occur in the future.

CURRENCIES

     We may offer foreign currency notes denominated and/or payable in a
specified currency or specified currencies. Unless we indicate otherwise in the
applicable pricing supplement, you are required to pay for foreign currency
notes in the specified currency. At the present time, there are limited
facilities in the United States for conversion of U.S. dollars into specified
currencies and vice versa, and banks may elect not to offer non-U.S. dollar
checking or savings account facilities in the United States. However, at your
request on or prior to the third business day preceding the date of delivery of
the foreign currency notes, or by such other day as determined by the agent who
presents such offer to purchase foreign currency notes to us, such agent may be
prepared to arrange for the conversion of U.S. dollars into the applicable
specified currency set forth in the applicable pricing supplement to enable the
purchasers to pay for the foreign currency notes. The agent or agents will make
each such conversion on such terms and subject to such conditions, limitations
and charges as the agent may from time to time establish in accordance with
their regular foreign exchange practices. If you purchase foreign currency notes
you will pay all costs of exchange.

     The applicable pricing supplement will set forth information about the
specified currency in which a particular foreign currency note is denominated
and/or payable, including historical exchange rates and a description of the
currency and any exchange controls, and, in the case of a basket of currencies,
will include a description of such basket and a description of provisions for
payment in the event such currency basket is no longer used for the purposes for
which it was established.

PAYMENT OF PRINCIPAL AND INTEREST

     We will pay the principal of and interest on foreign currency notes in the
specified currency. Currently, banks do not generally offer non-U.S. dollar
denominated account facilities in their offices in the United States, although
they are permitted to do so. Accordingly, if you are a holder of foreign
currency notes you will be paid in U.S. dollars converted from the specified
currency unless you elect to be paid in the specified currency or unless the
applicable pricing supplement provides otherwise.

     If you hold a foreign currency note, we will base any U.S. dollar amount
that you are owed on the highest bid quotation in The City of New York received
by our agent specified in the applicable pricing supplement (the "exchange rate
agent") at approximately 11:00 A.M., New York City time, on the second business
day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the exchange rate agent) selected by the exchange
rate agent and approved by us for the purchase by the quoting dealer of the
specified currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the specified currency payable to all holders of foreign
currency notes scheduled to receive U.S. dollar payments and at which the
applicable dealer commits to execute a

                                      S-24
<PAGE>   28

contract. If three such bid quotations are not available, we will make payments
in the specified currency. All currency exchange costs will be borne by the
holders of the foreign currency note by deductions from such payments.

     Unless we indicate otherwise in the applicable pricing supplement, as a
holder of foreign currency notes you may elect to receive payment of the
principal of and interest on the foreign currency notes in the specified
currency by transmitting a written request for such payment to the corporate
trust office of the trustee in The City of New York on or prior to the regular
record date or at least 15 calendar days prior to maturity, as the case may be.
You may make this request in writing (mailed or hand delivered) or sent by
facsimile transmission. As a holder of a foreign currency note, you may elect to
receive payment in the specified currency for all principal and interest
payments and need not file a separate election for each payment. Your election
will remain in effect until revoked by written notice to the trustee, but
written notice of any such revocation must be received by the trustee on or
prior to the regular record date or at least 15 calendar days prior to the
maturity date, as the case may be. If your foreign currency notes are held in
the name of a broker or nominee, you should contact your broker or nominee to
determine whether and how you may elect to receive payments in the specified
currency.

     If a note is represented by a global security, DTC or its nominee will be
the holder of the note and will be entitled to all payments on the note.
Although DTC can hold notes denominated in foreign currencies, all payments to
DTC will be made in U.S. dollars. Accordingly, a beneficial owner of the related
global security who elects to receive payments of principal, premium, if any,
and/or interest, if any, in the specified currency must notify the participant
through which it owns its interest on or prior to the applicable record date or
at least 15 calendar days prior to the maturity, as the case may be, of such
beneficial owner's election. The participant must notify DTC of such election on
or prior to the third business day after such record date or at least 12
calendar days prior to the maturity, as the case may be, and DTC will notify the
trustee of such election on or prior to the fifth business day after such record
date or at least 10 calendar days prior to the maturity, as the case may be. If
the participant receives complete instructions from the beneficial owner and
such instructions are forwarded by the participant to DTC, and by DTC to the
trustee, on or prior to such dates, then the beneficial owner will receive
payments in the specified currency. See "Description of Debt
Securities -- Book-Entry Debt Securities."

     We will pay principal and interest on foreign currency notes to be paid in
U.S. dollars in the manner specified in the accompanying prospectus and this
prospectus supplement with respect to notes denominated in U.S. dollars. See
"Description of Notes -- General". We will pay interest on foreign currency
notes in the specified currency by check mailed on the relevant interest payment
date to the persons entitled thereto to the address of such holders as they
appear in the security register or, at our option by wire transfer to a bank
account maintained by the holder in the country of the specified currency. The
principal of foreign currency notes, together with interest accrued and unpaid
thereon, due at maturity will be paid in immediately available funds upon
surrender of such notes at the corporate trust office of the applicable trustee
in The City of New York, or, at our option, by wire transfer to such bank
account.

PAYMENT CURRENCY

     If a specified currency is not available for the payment of principal,
premium or interest with respect to a foreign currency note due to the
imposition of exchange controls or other circumstances beyond our control, we
will be entitled to satisfy our obligations to holders of foreign currency notes
by making such payment in U.S. dollars on the basis of the noon buying rate in
The City of New York for cable transfers of the specified currency as certified
for customs purposes (or, if not so certified as otherwise determined) by the
Federal Reserve Bank of New York (the "market exchange rate") as computed by the
exchange rate agent on the second business day prior to such payment or, if not
then available, on the basis of the most recently available market exchange rate
or as otherwise indicated in an applicable pricing supplement. Any payment made
under such circumstances in U.S. dollars where the required payment is in a
specified currency will not constitute a default under the indenture with
respect to the notes.

                                      S-25
<PAGE>   29

     All determinations referred to above made by the exchange rate agent will
be at its sole discretion and will, in the absence of clear error, be conclusive
for all purposes and binding on the holders of the foreign currency notes.

     AS INDICATED ABOVE, IF YOU INVEST IN FOREIGN CURRENCY NOTES OR CURRENCY
INDEXED NOTES, YOUR INVESTMENT WILL BE SUBJECT TO SUBSTANTIAL RISKS, THE EXTENT
AND NATURE OF WHICH CHANGE CONTINUOUSLY. AS WITH ANY INVESTMENT THAT YOU MAKE IN
A SECURITY, YOU SHOULD CONSULT YOUR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE
RISKS ENTAILED IN AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY INDEXED
NOTES. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR YOU IF YOU ARE
UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY MATTERS.

                        UNITED STATES TAX CONSIDERATIONS

     In the opinion of Thompson Hine & Flory LLP, special tax counsel to
KeyCorp, the following summary accurately describes certain material United
States federal income tax statutory and regulatory provisions which may pertain
to the purchase, ownership and disposition of notes as of the date hereof. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
laws, regulations, rulings and decisions now in effect (or, in the case of
certain regulations, in proposed form) all of which are subject to change
(either retroactive or prospective and including changes in effective dates) or
possible differing interpretations, which could result in federal income tax
consequences different from those discussed below. It deals only with notes held
as capital assets and does not purport to deal with persons in special tax
situations, such as:

     - financial institutions,

     - insurance companies,

     - regulated investment companies,

     - dealers in securities or currencies,

     - persons holding notes as a hedge against currency risks or as a position
       in a "straddle" for tax purposes, or

     - United States holders (as defined below) whose functional currency is not
       the United States dollar.

     The United States federal income tax consequences of purchasing, holding or
disposing of amortizing notes, extendible notes, renewable notes, indexed notes,
foreign currency notes (other than the single foreign currency notes (as defined
below)) and floating rate notes that provide for one base rate followed by a
different base rate, a base rate followed by a fixed rate, or a fixed rate
followed by a base rate, will be set out in the applicable pricing supplement.
The summary also does not deal with holders other than original purchasers
except as provided below. Additional tax considerations or consequences may
result from the particular terms established in any pricing supplement or in any
note. This tax summary is limited to the present laws of the United States, and,
except as otherwise provided by the federal securities laws, Thompson Hine &
Flory LLP assumes no obligation to revise or supplement this tax summary with
respect to notes issued pursuant to this prospectus supplement and the
accompanying prospectus in the event the present laws referred to above change
by legislative action, judicial decision, or otherwise, or the facts as they
presently exist change to the extent any such changes occur after the date of
issue. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP, OR DISPOSITION OF THE NOTES
SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF UNITED
STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES ARISING
UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.

                                      S-26
<PAGE>   30

     As used herein, a "U.S. holder" of a note means a beneficial owner of a
note that is for United States federal income tax purposes:

     - an individual citizen or resident of the United States;

     - a corporation, partnership (unless the Internal Revenue Service ("IRS")
       provides otherwise by Treasury Regulations) or other entity created or
       organized in or under the laws of the United States, any state, or of any
       political subdivision thereof;

     - an estate the income of which is subject to United States federal income
       taxation regardless of its source; or

     - a trust if a court within the United States is able to exercise primary
       supervision over the administration of the trust, and one or more United
       States persons have the authority to control all substantial decisions of
       the trust.

As used herein, the term "non-U.S. holder" means a beneficial owner of a note
that is not a U.S. holder.

     "Single foreign currency note" means a note on which all payments a holder
is entitled to receive are denominated in or determined by reference to the
value of a single foreign currency. "Foreign currency" means a currency or
currency unit, other than a hyperinflationary currency or the U.S. dollar.

U.S. HOLDERS

     Interest

     Payments of interest on a note, including "qualified stated interest" on a
"discount note" (each as defined below), generally will be taxable to a U.S.
holder as ordinary interest income at the time such payments are accrued or
received in accordance with the U.S. holder's method of accounting for United
States federal income tax purposes.

     Original Issue Discount

     Notes with a term greater than one year may be issued with original issue
discount for United States federal income tax purposes, i.e., a discount note.
Generally, original issue discount will arise if the stated redemption price at
maturity (generally, the payments to be made under the note other than payments
of qualified stated interest) of a note exceeds its issue price by more than a
de minimis amount or if a note has certain interest payment characteristics
(e.g., interest holidays, interest payable in debt of the issuer, stepped
interest rates or interest rates based upon multiple indices). The issue price
of discount notes that are issued for cash will be the first price at which a
substantial amount of the discount notes in the issue are sold for money (for
this purpose, sales to bond houses, brokers, or similar persons or organizations
acting in the capacity of underwriters, placement agents, or wholesalers are
ignored). "Qualified stated interest" generally is stated interest that is
unconditionally payable in cash or property (other than a debt instrument of the
issuer) at least annually at a single fixed rate (appropriately taking into
account the length of the intervals of the payments) with certain exceptions for
lower rates paid during some periods. If a note is issued with original issue
discount, a U.S. holder of the note will be required to include original issue
discount amounts in gross income for United States federal income tax purposes
on an accrual basis using the constant yield to maturity method and, as a
result, a U.S. holder may be required to include these amounts in income in
advance of receipt of the cash payments to which the amounts are attributable.
Any amounts included in income as original issue discount with respect to a
discount note will increase a U.S. holder's adjusted tax basis in the discount
note.

     Computation of Original Issue Discount

     The amount of original issue discount includible in income by a U.S. holder
of a discount note is the sum of the daily portions of original issue discount
with respect to the discount note for each day during the taxable year or
portion of the taxable year in which the U.S. holder holds the discount note,
i.e., accrued original issue discount. Generally, the daily portion is
determined by allocating to each day in any

                                      S-27
<PAGE>   31

accrual period a pro rata portion of the original issue discount allocable to
that accrual period. Accrual periods with respect to a note may be of any length
selected by the U.S. holder and may vary in length over the term of the note as
long as (1) no accrual period is longer than one year and (2) each scheduled
payment of interest or principal on the note occurs either on the final or first
day of an accrual period.

     The amount of original issue discount allocable to an accrual period equals
the excess, if any, of:

     - the product of the discount note's adjusted issue price at the beginning
       of the accrual period and the note's yield to maturity (determined on the
       basis of compounding at the close of each accrual period and properly
       adjusted for the length of the accrual period) over

     - the sum of the payments of qualified stated interest on the note
       allocable to the accrual period.

     The "adjusted issue price" of a discount note at the beginning of any
accrual period (determined without regard to the amortization of any acquisition
or bond premium, as discussed below) is (a) the sum of the issue price of the
note and the accrued original issue discount for each prior accrual period less
(b) any prior payments on the note that were not qualified stated interest
payments.

     The OID Regulation (as defined below) provide special rules for notes that
provide for one or more alternative payment schedules applicable upon the
occurrence of a contingency or contingencies, including optional redemption.
Notes which may be redeemed in whole or in part prior to their stated maturity
will be treated as having a maturity date for federal income tax purposes on the
earlier redemption date if this redemption would result in a lower yield to
maturity in the case of a redemption at the issuer's option or a higher yield to
maturity in the case of a redemption at the holder's option. Notice will be
given in the applicable pricing supplement when we determine that a particular
note will be deemed to have a maturity date for federal income tax purposes
prior to its stated maturity. Investors intending to purchase notes with such
features should consult their own tax advisors, since the original issue
discount consequences will depend, in part, on the particular terms and features
of those notes.

     De Minimis Rule

     If a note is issued with de minimis original issue discount (i.e., original
issue discount that is not considered original issue discount because it is less
than 0.25% of the stated redemption price at maturity multiplied by the number
of complete years to maturity), the U.S. holder generally must include any de
minimis original issue discount at maturity unless the election described below
under "Election to Treat All Interest as Original Issue Discount" is made. Any
amount of de minimis original issue discount that has not been included in
income prior to sale, exchange or retirement of a note shall be treated as
capital gain.

     Variable Rate Debt Instrument

     Floating rate notes may be subject to rules that differ from these general
rules described above. Prospective investors should consult their own tax
advisors with respect to the tax consequences of any prospective purchase of
floating rate notes. The following summary is based upon Treasury Regulations
that were published in the Federal Register on February 2, 1994, that became
effective as final Treasury Regulations on April 4, 1994 and that were amended
on June 14, 1996, which amendments generally became effective as final Treasury
Regulations on August 13, 1996 (collectively, the "OID Regulations").

     In general, a note will be treated as a "variable rate debt instrument" for
purposes of the OID Regulations if the note is issued for an amount that does
not exceed the total noncontingent principal payments by more than an amount
equal to the lesser of (1) 0.015 multiplied by the product of the total
noncontingent principal and the number of complete years to maturity from the
issue date; or (2) 15% of the total noncontingent principal payments. In
addition, to be a variable rate debt instrument, the note must bear stated
interest (compounded or paid at least annually) at:

     - one or more qualified floating rates,

     - a single fixed rate and one or more qualified floating rates,

                                      S-28
<PAGE>   32

     - a single objective rate, or

     - a single fixed rate and a single objective rate that is a "qualified
       inverse floating rate."

     A qualified floating rate or objective rate must be set at a current value
of that rate, that is, the value of the variable rate on any day that is no
earlier than three months prior to the first day on which that value is in
effect and no later than one year following that day. A "qualified floating
rate" generally is a rate the variations in the value of which can reasonably be
expected to measure contemporaneous variations in the cost of newly borrowed
funds in the currency in which the note is denominated. Generally, a multiple of
a qualified floating rate will be a qualified floating rate only if it is a
fixed multiple that is greater than .65, but not more than 1.35. If a note
provides for two or more qualified floating rates that can reasonably be
expected to have approximately the same values throughout the term of the
instrument, the qualified floating rates together constitute a single qualified
floating rate. Two or more qualified floating rates will be conclusively
presumed to be a single qualified floating rate if the values of all rates on
the issue date are within 0.25 percentage points of each other.

     A variable rate that is subject to an interest rate cap, floor, governor or
similar restriction on rate adjustment may be a qualified floating rate only if
such restriction is fixed throughout the term of the debt instrument, or is not
reasonably expected as of the issue date to cause the yield on the debt
instrument to differ significantly from its expected yield absent the
restriction. An "objective rate" is a rate (other than a qualified floating
rate) that is determined using a single fixed formula and that is based on
objective financial or economic information other than a rate based on
information that is within the control of the issuer (or related party) or that
is unique to the circumstances of the issuer (or related party), for example,
dividends, profits or the value of the issuer's stock (although a rate does not
fail to be an objective rate merely because it is based on the credit quality of
the issuer). The IRS may designate other variable rates that will be treated as
objective rates. However, a variable rate is not an objective rate if it is
reasonably expected that the average value of the rate during the first half of
the debt instrument's term will differ significantly from the average value of
that rate during the final half of its term.

     A "qualified inverse floating rate" is a rate that is equal to a fixed rate
minus a qualified floating rate and the variations in which can reasonably be
expected to inversely reflect contemporaneous variations in the qualified
floating rate, disregarding certain restrictions on that rate, for example, as
caps, floors or governors. Finally, the OID Regulations specify that a variable
rate debt instrument may not provide for any principal payments that are
contingent.

     In general, the rules for determining the amount and accrual of original
issue discount and qualified stated interest on a variable rate debt instrument
convert the debt instrument into a fixed rate debt instrument and then apply the
general original issue discount rules to the debt instrument. If a note bears
interest that is unconditionally payable at least annually at a single qualified
floating rate or an objective rate, all stated interest is qualified stated
interest. In the case of a single qualified floating rate or a qualified inverse
floating rate, the accrual of original issue discount is determined by assuming
that the note bears interest at a fixed rate equal to the qualified floating
rate or qualified inverse floating rate. In the case of an objective rate (other
than a qualified inverse floating rate), the accrual of original issue discount
is calculated by assuming that the note bears interest at a fixed rate that
reflects the yield that is reasonably expected for the note. In both cases, the
amount of qualified stated interest allocable to an accrual period is increased
(or decreased) if the interest actually paid during that period exceeds (or is
less than) the interest assumed to be paid. If a note that is a variable rate
debt instrument bears interest at a variable rate other than a single qualified
floating rate or objective rate, the amount and accrual of original issue
discount are generally determined by converting the variable rate debt
instrument into a fixed rate debt instrument as generally described above,
applying the general original issue discount rules, and then making appropriate
adjustments for actual interest rates under the note.

                                      S-29
<PAGE>   33

     Contingent Payment Debt Instruments

     Notes that provide for a variable rate of interest but that do not qualify
as variable rate debt instruments are contingent payment debt instruments. The
OID Regulations relating to the tax treatment of contingent payment debt
instruments adopt the "noncontingent bond method" for contingent payment debt
instruments that are issued for cash or publicly traded property. Under the
noncontingent bond method, the yield on the debt instrument must first be
determined based on the yield at which the issuer would issue a fixed rate debt
instrument with terms and conditions similar to those of the contingent payment
debt instrument. A projected payment schedule is then set to fit the yield. Once
a projected payment schedule is determined for a debt instrument as of the issue
date, interest accrues on the debt instrument based on this schedule. The
projected payment schedule includes all noncontingent payments as well as a
projected amount for each contingent payment. Appropriate adjustments are made
to account for any difference between the projected amount of a contingent
payment and the actual amount of the payment. The projected amounts are, in
effect, treated as fixed, and interest accrual is required based on these
projected amounts whether or not the amount of any payment is fixed or
determinable in the taxable year. Thus, the noncontingent bond method may result
in recognition of income prior to the receipt of cash. Prospective investors
should consult their own tax advisors with respect to the application of the
contingent payment debt instrument provisions to floating rate notes.

     Short-Term Notes

     Notes that have a fixed maturity of one year or less (i.e., short-term
notes) generally will be deemed to have been issued with original issue discount
(generally, the excess of the short-term note's principal amount, plus all
interest payable on the note, over the note's purchase price). In general, an
individual or other cash method U.S. holder is not required to accrue original
issue discount on a short-term note unless the holder elects to do so. If no
election is made, any gain recognized by the U.S. holder on a taxable
disposition (including the maturity) of a short-term note will be ordinary
income to the extent of the original issue discount accrued on a straight-line
basis, or upon election on a constant yield method (based on daily compounding)
through the date of sale or maturity, and a portion of the deductions otherwise
allowable to the U.S. holder for interest on borrowings allocable to a
short-term note will be deferred until a corresponding amount of income is
realized. U.S. holders who report income for federal income tax purposes under
the accrual method, and certain other holders, including banks and dealers in
securities, are required to accrue original issue discount on a short-term note
(unless the holder elects to accrue "acquisition discount" in lieu of original
issue discount on such note). "Acquisition discount" is the excess of the
remaining stated redemption price at maturity of the short-term note over the
holder's tax basis in the short-term note at the time of the acquisition.

     Market Discount

     If a U.S. holder purchases a note, other than a discount note, for an
amount that is less than its issue price or, in the case of a discount note, for
an amount that is less than its adjusted issue price as of the purchase date,
i.e. revised issue price, the amount of the difference will be treated as
"market discount" for United States federal income tax purposes, unless the
difference is less than a specified de minimis amount. Under the market discount
rules of the Code, a U.S. holder will be required to treat any gain on the sale,
exchange, retirement or other taxable disposition of a note as ordinary income
to the extent that any market discount has accrued with respect to the note and
was not previously included in income by the U.S. holder (pursuant to an
election by the U.S. holder to include any market discount in income as it
accrues) at the time of such disposition. Market discount is accrued on a
straight-line basis unless the U.S. holder elects to accrue market discount
under a constant yield method. If the note is disposed of in a nontaxable
transaction (other than a nonrecognition transaction described in Section
1276(c) of the Code), a U.S. holder will include any accrued market discount in
ordinary income (generally, as interest) as if the U.S. holder had sold the note
at its then fair market value. In addition, the U.S. holder may be required to
defer, until the maturity of the note or its earlier disposition in a taxable
transaction, deductions for all or a portion of the interest expense on any
indebtedness incurred or maintained to

                                      S-30
<PAGE>   34

purchase or carry the note, unless the U.S. holder elects to include market
discount in income currently as it accrues. If an election were made to include
market discount in income currently as it accrues, that election would apply to
all debt instruments with market discount acquired by the U.S. holder on or
after the first day of the first taxable year to which the election applies and
may not be revoked without the consent of the IRS.

     In February 2000, the Clinton administration issued revenue proposals
including one that would require U.S. holder's that use an accrual method of
accounting to include market discount in income on a constant-yield basis as it
accrues. A U.S. holder's yield for purposes of determining and accruing market
discount would be limited to the greater of:

     - the original yield-to-maturity of the note plus five percentage points or

     - the applicable federal rate at the time the U.S. holder acquired the note
       plus five percentage points.

This proposal would be effective for notes acquired on or after the date of
enactment.

     Acquisition Premium; Amortizable Bond Premium

     A U.S. holder who purchases a discount note for an amount that is greater
than its adjusted issue price but equal to or less than its stated redemption
price at maturity (generally, the sum of all amounts payable on the note after
the purchase date other than payments of qualified stated interest) will be
considered to have purchased the note at an "acquisition premium." Under the
acquisition premium rules, the amount of original issue discount which the U.S.
holder must include in its gross income with respect to the note for any taxable
year will be reduced by the portion of the acquisition premium properly
allocable to the taxable year.

     A U.S. holder who purchases a note for an amount in excess of the note's
stated redemption price at maturity (or earlier call date as applicable) will be
considered to have purchased the note at a "premium". A U.S. holder generally
may elect to amortize this premium over the remaining term of the note (or until
the earlier call date) on a constant yield method with a corresponding decrease
in its tax basis in the note. The amount amortized in any taxable year will be
treated as a reduction of the U.S. holder's interest income from the Note. If a
U.S. holder does not make this election, the amount of such premium will
decrease the gain or increase the loss otherwise recognized on a taxable
disposition of the note.

     Treasury Regulations effective for bonds acquired on or after March 2, 1998
clarify the treatment of bond premium, i.e., the bond premium Treasury
Regulations. Among the provisions contained in the bond premium Treasury
Regulations is a provision that generally provides that premium may be amortized
to offset interest income only as a U.S. holder takes the qualified stated
interest into account under the U.S. holder's regular accounting method.
Moreover, the bond premium Treasury Regulations generally provide that in the
case of instruments that provide for alternative payments schedules, bond
premium is calculated by assuming that both the issuer and the U.S. holder will
exercise or not exercise options in a manner that maximizes the U.S. holder's
yield. If a U.S. holder elects to amortize bond premium for a specific taxable
year, the bond premium Treasury Regulations would apply to all the U.S. holder's
debt instruments held on or after the first day of that taxable year. U.S.
holders should consult their own tax advisors as to the calculation of premium,
if any, and the maturity date or earlier call date, as applicable, for
determining and amortizing the premium.

     Election to Treat All Interest as Original Issue Discount

     Under the OID Regulations, a U.S. holder may elect to treat all interest on
any note as original issue discount and calculate the amount includable in gross
income under the constant yield method. For the purposes of this election,
interest includes stated interest, acquisition discount, original issue
discount, de minimis original issue discount, market discount, de minimis market
discount and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium. If a U.S. holder makes this election for a note with market
discount or amortizable bond premium, the election is treated as an election
under

                                      S-31
<PAGE>   35

the market discount or amortizable bond premium provisions, described above, and
the electing U.S. holder will be required to amortize bond premium or include
market discount in income currently for all of the U.S. holder's other debt
instruments with market discount or amortizable bond premium. The election is to
be made for the taxable year in which the U.S. holder acquired the note, and may
not be revoked without the consent of the IRS. U.S. holders should consult with
their own tax advisors about this election.

     Disposition of a Note

     Except as discussed above, upon the sale, exchange or retirement of a note,
a U.S. holder generally will recognize taxable capital gain or loss equal to the
difference between the amount realized on the sale, exchange or retirement of
the note and the U.S. holder's adjusted tax basis in the note. A U.S. holder's
adjusted tax basis in a note generally will equal the U.S. holder's initial
investment in the note increased by any original issue discount included in
income (and accrued market discount, if any, if the U.S. holder has elected to
include market discount in income) and decreased by the amount of any payments
made with respect to the notes, other than payments of qualified stated
interest, and the amount of any amortizable bond premium offset against
qualified stated interest with respect to the note. Except as described above,
the gain or loss generally will be long term capital gain or loss if the note is
held for more than one year.

NON-U.S. HOLDERS

     Interest Payments and Withholding Tax

     Subject to the discussion below concerning backup withholding, a non-U.S.
holder will not be subject to United States federal income tax (at graduated
rates) or withholding tax (at a rate of 30%) on payments of interest or
principal (including original issue discount, if any) on a note, unless income
from the note is effectively connected with the conduct by the non-U.S. holder
of a trade or business within the United States, or unless the non-U.S. holder
does not qualify for the "portfolio interest exemption" because it is:

     - a shareholder owning actually or constructively 10% or more of the vote
       of the corporation that issued the note,

     - a controlled foreign corporation related directly or indirectly to the
       corporation that issued the note, or

     - a bank receiving such interest in the manner described in section
       881(c)(3)(A) of the Code.

     To qualify for the "portfolio interest" exemption described above, the last
United States payor (i.e., the withholding agent) in the chain of payment prior
to payment to a non-U.S. holder must have received in the year in which a
payment of interest or principal occurs, or in either of the two preceding
calendar years, a statement that (1) is signed by the beneficial owner of the
note under penalties of perjury, (2) certifies that the owner is not a U.S.
holder and (3) provides the name and address of the beneficial owner. The
statement may be made on an IRS Form W-8 or W-8BEN or a substantially similar
form, and the beneficial owner must inform the withholding agent of any change
in the information on the statement within 30 days of the change. If a note is
held through a securities clearing organization or certain other financial
institutions, the organization or institution may provide a signed statement to
the withholding agent. However, in that case, the signed statement must be
accompanied by a copy of the IRS Form W-8 or W-8BEN or the substitute form
provided by the beneficial owner to the organization or institution. The
Treasury Department is considering implementation of further certification
requirements aimed at determining whether the issuer of a debt obligation is
related to holders thereof.

                                      S-32
<PAGE>   36

     Sale, Retirement or Disposition of a Note

     Subject to the discussion below concerning backup withholding, generally, a
non-U.S. holder will not be subject to United States federal income or
withholding taxes on any amount of capital gain recognized by the non-U.S.
holder upon a sale, retirement or disposition of a note, provided:

     - the capital gain is not effectively connected with the conduct of a trade
       or business in the United States by the non-U.S. holder, and

     - in the case of an individual, the non-U.S. holder is not present in the
       United States for 183 days or more in the taxable year in which the sale,
       retirement or disposition takes place or certain other conditions are not
       met.

     Interest Income Effectively Connected with the Conduct of a U.S. Trade or
Business

     If a non-U.S. holder is engaged in a trade or business in the United
States, and if premium or interest (including original issue discount) on the
note is effectively connected with the conduct of that trade or business, the
non-U.S. holder, although exempt from the withholding tax discussed in the
preceding paragraphs, will generally be subject to regular United States income
tax on interest (including original issue discount) and on any gain realized on
the sale, exchange or disposition of a note in the same manner as if it were a
U.S. holder. See "U.S. Holders" above. In lieu of the certificate described
above in "Interest Payments and Withholding Tax," the non-U.S. holder will be
required to provide to the withholding agent a properly executed IRS Form W-8ECI
to claim an exemption from the withholding tax discussed in the preceding
paragraphs. In addition, if the non-U.S. holder is a foreign corporation, it may
be subject to a 30% branch profits tax for the taxable year, subject to certain
adjustments. For purposes of the branch profits tax, interest (including
original issue discount) or any gain recognized on the sale, exchange or other
disposition of a note will be included in the effectively connected earnings and
profits of the non-U.S. holder if the interest or gain, as the case may be, is
effectively connected with the conduct by the non-U.S. holder of a trade or
business in the United States.

     New Withholding Tax Treasury Regulations

     Treasury Regulations were issued in October 1997 and May 2000 (i.e., the
new withholding tax Treasury Regulations) which alter the rules described above
in certain respects. The new withholding tax Treasury Regulations generally will
be effective with respect to payments made after December 31, 2000, regardless
of the issue date of the instrument with respect to which the payments are made.

     Generally, the new withholding tax Treasury Regulations provide
documentation procedures designed to streamline compliance requirements of
withholding agents by, among other things, adding alternative certification
options. Under one such option, a withholding agent will be allowed to rely on a
IRS Form W-8IMY furnished by a "qualified intermediary" (as defined below) on
behalf of one or more beneficial owners (or other intermediaries) without having
to obtain IRS Form W-8BEN. "Qualified intermediaries" include:

     - foreign financial institutions or foreign clearing organizations (other
       than a United States branch or United States office of such institution
       or organization) which have entered into withholding agreements with the
       IRS or

     - foreign branches or offices of United States financial institutions or
       foreign branches or offices of United States clearing organizations,
       which have entered into withholding agreements with the IRS.

     In addition to certain other requirements, qualified intermediaries must
obtain withholding certificates from each beneficial owner. Under another
option, an authorized foreign agent of a United States withholding agent will be
permitted to act on behalf of the United States withholding agent, provided
certain conditions are met.

     For purposes of the certification requirements, the new withholding tax
Treasury Regulations generally treat, as the beneficial owners of payments on a
note, those persons that, under United States tax

                                      S-33
<PAGE>   37

principles, are the taxpayers with respect to such payments, rather than persons
such as nominees or agents legally entitled to such payments. With respect to
the notes held by a foreign partnership, under current law, the Form W-8IMY may
be provided by the foreign partnership. However, for interest (including
original issue discount) and disposition proceeds paid with respect to a note
after December 31, 2000, unless the foreign partnership has entered into a
withholding agreement with the IRS, a foreign partnership will be required, in
addition to providing an intermediary Form W-8IMY, to attach an appropriate
certification from each partner rather than the partnership. With respect to the
notes held by a United States partnership, the new withholding tax Treasury
Regulations treat payments on the notes as payments to a United States payee,
even if the partnership has one or more foreign partners.

     Additionally, the new withholding tax Treasury Regulations unify current
certification procedures and forms and clarify reliance standards. Generally,
those persons currently required to file IRS Form W-8 or IRS Form 1001 (to claim
tax treaty benefits) will be required to file new IRS Form W-8BEN or IRS Form
W-8IMY (in the case of foreign intermediaries, partnerships and look-through
entities), while those persons currently required to file IRS Form 4224 will be
required to file new IRS Form W-8ECI. Under the new withholding tax Treasury
Regulations, the new IRS forms generally will remain valid until the last day of
the third calendar year following the year in which the form is signed. The
current IRS forms will expire on December 31, 2000.

     Prospective investors, including foreign partnerships and their partners,
should consult their tax advisors concerning the requirements imposed by the new
withholding tax Treasury Regulations and their effect on the holding of the
notes.

     United States Estate Tax Considerations

     The notes will generally not be includible in the estate of a non-U.S.
holder unless the individual is a direct or indirect 10% or greater shareholder
of the Corporation or, at the time of the individual's death, payments in
respect of the notes would have been effectively connected with the conduct by
the individual of a trade or business in the United States.

FOREIGN CURRENCY NOTES

     Cash Basis Holder

     A holder who uses the cash method of accounting and who receives a payment
of interest (including qualified stated interest) in foreign currency with
respect to a note (other than with respect to a discount note, except to the
extent any qualified stated interest is received) will be required to include in
income the U.S. dollar value of the foreign currency payment (determined based
on the "spot" exchange rate in effect on the date the payment is received)
regardless of whether the payment is in fact converted to U.S. dollars at that
time, and the U.S. dollar value will be the holder's tax basis in the foreign
currency.

     Accrual Basis Holders

     A holder who uses the accrual method of accounting will be required to
include in income the U.S. dollar value of the amount of interest income
(including original issue discount) that has accrued and is otherwise required
to be taken into account with respect to a single foreign currency note during
an accrual period. The U.S. dollar value of the accrued interest income will be
determined by translating that income at the average rate of exchange for the
accrual period or, with respect to an interest accrual period that spans two
taxable years, at the average rate for the partial period within the taxable
year. The average rate of exchange for the interest accrual period (or partial
period) is the simple average of the "spot" exchange rates for each business day
of the period or other average exchange rate for the period if the rate is
reasonably derived and consistently applied by the taxpayer. The amount of
ordinary income or loss recognized on the date such interest is actually
received will equal the difference between the U.S. dollar value of the foreign
currency payments received (determined by using the "spot" exchange rate in
effect on the date the payment is received) in respect of the accrual period and
the U.S. dollar value of the

                                      S-34
<PAGE>   38

interest income that has accrued during the accrual period as determined by
using the convention described above or the spot rate convention election method
described below.

     Spot Rate Convention Election

     A holder may elect to translate accrued interest, into U.S. dollars at the
"spot rate" on the last day of an accrual period for interest, or, in the case
of an accrual period that spans two taxable years, at the "spot rate" on the
last day of the taxable year. Additionally, if a payment of original issue
discount or interest is actually received within five business days of the last
day of the accrual period or partial accrual period within the taxable year, an
electing U.S. holder may instead translate the original issue discount or
accrued interest into U.S. dollars at the exchange rate in effect on the date of
the receipt. Any election will apply to all debt instruments held by the U.S.
holder at the beginning of the first taxable year to which the election applies
or thereafter acquired by the U.S. holder, and will be irrevocable without the
consent of the IRS.

     For purposes of this discussion, the "spot rate" generally means a rate
that reflects a fair market rate of exchange available to the public for
currency under a "spot contract" in a free market and involving representative
amounts. A "spot contract" is a contract to buy or sell a currency on or before
two business days following the date of the execution of the contract. If such a
spot rate cannot be demonstrated, the IRS has the authority to determine the
spot rate.

     Tax Basis and Tax Character of Gain or Loss on Sale

     A holder will have a tax basis in any foreign currency received on the
sale, exchange or retirement of a single foreign currency note equal to the U.S.
dollar value of the foreign currency, determined by using the "spot" exchange
rate in effect at the time of the sale, exchange or retirement. Any gain or loss
realized by a holder on a sale or other disposition of foreign currency
(including its exchange for U.S. dollars or its use to purchase single foreign
currency notes) will be ordinary income or loss.

     A holder's tax basis in a single foreign currency note, and the amount of
any subsequent adjustment to the holder's tax basis, will be the U.S. dollar
value of the foreign currency amount paid for the single foreign currency note,
or of the foreign currency amount of the adjustment, determined on the date of
the purchase or adjustment. A holder who converts U.S. dollars to a foreign
currency and immediately uses that currency to purchase a single foreign
currency note denominated in the same currency ordinarily will not recognize
gain or loss in connection with the conversion and purchase. However, a holder
who purchases a single foreign currency note with previously owned foreign
currency will recognize ordinary income or loss in an amount equal to the
difference, if any, between the holder's tax basis in the foreign currency and
the U.S. dollar fair market value of the single foreign currency note on the
date of purchase.

     Gain or loss realized with respect to principal upon the sale, exchange or
retirement of a single foreign currency note will be ordinary income or loss to
the extent it is attributable to fluctuations in currency exchange rates. Gain
or loss attributable to fluctuations in exchange rates will equal the difference
between the U.S. dollar value of the foreign currency principal amount of the
note, determined by using the "spot" exchange rate in effect on the date the
payment is received or the note is disposed of and the U.S. dollar value of the
foreign currency principal amount of the note, determined by using the "spot"
exchange rate in effect on the date the holder acquired the note. The foreign
currency principal amount of a single foreign currency note generally equals the
issue price in foreign currency of the note. The foreign currency gain or loss
will be recognized only to the extent of the total gain or loss recognized by a
holder on the sale, exchange or retirement of the single foreign currency note.
The source of exchange gain or loss will be determined by reference to the
residence of the holder or the "qualified business unit" of the holder on whose
books the note is properly reflected. Any gain or loss recognized by the holder
in excess of the foreign currency gain or loss will be capital gain or loss
(except in the case of an original issue discount note, to the extent of any
accrued original issue discount), and generally will be long-term capital gain
or loss if the holding period of the single foreign currency note exceeds one
year.

                                      S-35
<PAGE>   39

     Any gain or loss which is treated as ordinary income or loss, as described
above, generally will not be treated as interest income or expense except to the
extent provided by administrative pronouncements of the IRS.

     The amount of original issue discount on a foreign currency note is
determined in the relevant foreign currency. The amount of original issue
discount that is taken into account currently under general rules applicable to
notes other than single foreign currency notes is to be determined for any
accrual period in the relevant foreign currency and then translated into U.S.
dollars on the basis of the average exchange rate in effect during the accrual
period (or, with respect to an accrual period that spans two taxable years, the
partial period within the taxable year) unless the holder elects to use the
alternative method, as described above under "Spot Rate Convention Election."

BACKUP WITHHOLDING AND INFORMATION REPORTING

     Backup withholding of United States federal income tax may apply at a rate
of 31% to payments of principal, premium, if any, and interest (including
original issue discount), made in respect of the notes and to certain payments
of proceeds of the sale or retirement of a note to holders who are not "exempt
recipients" and who fail to provide and certify certain identifying information
(e.g., the holder's taxpayer identification number) in the required manner.
Generally, individuals are not exempt recipients, whereas corporations and
certain other entities generally are exempt recipients. Payments made in respect
of the notes to a U.S. holder must be reported to the IRS, unless the U.S.
holder establishes that it is an exempt recipient or otherwise establishes an
exemption. Compliance with the identification procedures described under
"Non-U.S. Holders" generally would establish an exemption from backup
withholding for non-U.S. holders who are not exempt recipients, provided, in
each case, that the Corporation or its paying agent, as the case may be, does
not have actual knowledge that the payee is a United States person.

     Under current Treasury Regulations, payments on the sale, exchange or other
disposition of a note made to or through a foreign office of a broker generally
will not be subject to backup withholding. However, if a broker is a United
States person, a controlled foreign corporation for United States federal income
tax purposes, a foreign person 50% or more of whose gross income is effectively
connected with a United States trade or business for a specified three-year
period or (in the case of payments made after December 31, 2000) a foreign
partnership with certain connections to the United States, then information
reporting will be required unless the broker has in its records documentary
evidence that the beneficial owner otherwise establishes an exemption. Backup
withholding may apply to any payment that the broker is required to report if
the broker has actual knowledge that the payee is a United States person.
Payments to or through the United States office of a broker will be subject to
backup withholding and information reporting unless the holder certifies, under
penalties of perjury, that it is not a United States person or otherwise
establishes an exemption.

     Non-U.S. holders of notes should consult their tax advisors regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining an exemption, if available. Backup withholding is not an additional
tax. Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against the beneficial
owner's United States federal income tax provided the required information is
furnished to the IRS in a timely manner.

     THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT
TO THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE NOTES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

                                      S-36
<PAGE>   40

                              PLAN OF DISTRIBUTION

     We are offering the notes on a continuous basis through Salomon Smith
Barney Inc., Banc of America Securities LLC, Chase Securities Inc., Credit
Suisse First Boston Corporation, Deutsche Bank Securities Inc., Goldman, Sachs &
Co., Lehman Brothers Inc., McDonald Investments Inc., J.P. Morgan Securities
Inc. and Morgan Stanley & Co. Incorporated (the "Agents"). The Agents have
agreed to use their reasonable efforts to solicit orders to purchase the notes.
Unless otherwise agreed by us and the Agents, we will have the sole right to
accept offers to purchase notes and we may reject any proposed purchases of the
notes in whole or in part. The Agents also have the right, using their
reasonable discretion, to reject any proposed purchase of the notes in whole or
in part. With respect to notes with a stated maturity of from nine months to 30
years from date of issue, we will pay an Agent a commission ranging from .125%
to .750% of the principal amount of the notes sold. The exact commission paid
will be determined by the stated maturity of the notes sold. With respect to
notes with a stated maturity that is longer than 30 years from the date of issue
sold through an Agent, the rate of commission will be negotiated at the time of
sale and specified in the applicable pricing supplement.

     We may also sell the notes to an Agent or other person, as principal, for
resale or other distribution by such Agent or person at varying prices related
to prevailing market prices as will be determined by such Agent or person at the
time of such resale or other distribution, which prices may be higher or lower
than the price to the public set forth herein, or if specified in the applicable
pricing supplement, at a fixed offering price. We reserve the right to sell
notes directly to investors on our own behalf. Unless otherwise specified in the
applicable pricing supplement, any note sold to an Agent or other person, as
principal, will be purchased by such Agent or other person at a price equal to
100% of the principal amount thereof and we will pay to such Agent or other
person an underwriting commission equal to or less than the commission
applicable to any agency sale of a note of identical maturity.

     In addition, an Agent may resell any note purchased by it as principal to
another broker-dealer at prices determined by the Agent at the time of resale
and, unless otherwise specified in the applicable pricing supplement, may pay
such broker-dealer a discount not in excess of the discount received by the
Agent from us.

     The Agents or persons purchasing the notes as principal may be deemed to be
underwriters within the meaning of the Securities Act of 1933, as amended. We
and the Agents have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
that they may be required to make in connection with such indemnification. We
have also agreed to reimburse the Agents for certain expenses, including the
fees and expenses of counsel.

     The notes will not have an established trading market when issued. Also,
unless otherwise specified in the applicable pricing supplement, the notes will
not be listed on any national securities exchange. The Agents or other persons
purchasing the notes as principal may make a market in the notes, but are not
obligated to do so and may discontinue any market-making at any time without
notice. There can be no assurance that a secondary market for any notes will
develop or be maintained.

     Unless specified otherwise in the applicable pricing supplement, you will
be required to pay the purchase price of the notes in immediately available
funds in the specified currency in The City of New York on the date of
settlement. See "Description of the Notes - General."

     We estimate that our total expenses for the offering, excluding
underwriting commissions or discounts, will be approximately $939,000.

     In connection with an offering of notes purchased by one or more Agents or
other persons as principal on a fixed-price basis, such Agent(s) or other person
will be permitted to engage in certain transactions that stabilize the price of
such notes. Such transactions may consist of bids or purchases for the purpose
of stabilizing or maintaining the price of such notes. If the Agent(s) or other
person creates or create, as the case may be, a short position in such notes,
(i.e., if it sells or they sell notes in an aggregate principal amount exceeding
that set forth in the applicable pricing supplement), such Agent(s) or other
person may reduce that short position by purchasing notes in the open market. In
general purchases of notes for the
                                      S-37
<PAGE>   41

purpose of stabilization or to reduce a short position could cause the price of
the notes to be higher than it might be in the absence of such purchases.

     Neither KeyCorp nor any of the Agents or other persons purchasing the notes
as principal make any representation or prediction as to the direction or
magnitude of any effect that the transactions described in the immediately
preceding paragraph may have on the price of the notes. In addition, neither
KeyCorp nor any of the Agents or other persons purchasing the notes as principal
make any representation that the Agents or such other persons will engage in any
such transactions or that such transactions, once commenced, will not be
discontinued without notice.

     McDonald Investments Inc., our wholly owned subsidiary, is a member of the
NASD and may participate in offerings of the notes. Accordingly, offerings of
the notes in which McDonald Investments Inc. participates will conform to the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.

     This prospectus supplement, the accompanying prospectus and related pricing
supplement may be used by McDonald Investments Inc., or its successors, in
connection with offers and sales related to market-making transactions in the
notes in which McDonald Investments Inc. acts as a principal. McDonald
Investments Inc. may also act as agent in such transactions. Any obligations of
McDonald Investments Inc. are the sole obligations of McDonald Investments Inc.
and do not create any obligations on the part of any affiliate of McDonald
Investments Inc.. McDonald Investments Inc. is a member of the New York Stock
Exchange, Inc.

     In the ordinary course of their business, the Agents and their affiliates
have engaged, and may in the future engage, in investment and commercial banking
transactions with us and certain of our affiliates.

                             VALIDITY OF THE NOTES

     The validity of the notes will be passed on for us by any Associate General
Counsel authorized to render an opinion in the State of Ohio, and for the Agents
by Shearman & Sterling, New York, New York. Such Associate General Counsel may
rely as to all matters of New York law upon the opinion of Shearman & Sterling.
Shearman & Sterling will rely as to all matters of Ohio law upon the opinion of
such Associate General Counsel. Thompson Hine & Flory LLP will pass on certain
tax matters related to the notes. See "United States Tax Considerations."

     The opinion of such Associate General Counsel and Shearman & Sterling will
be conditioned upon, and subject to certain assumptions regarding, future action
required to be taken by us and the trustee in connection with the issuance and
sale of notes, the specific terms of notes and other matters which may affect
the validity of notes but which cannot be ascertained on the date of such
opinions.

     As of October 31, 2000, attorneys at Thompson Hine & Flory LLP owned an
aggregate of approximately 86,500 common shares of KeyCorp. In addition, as of
October 31, 2000, an Associate General Counsel currently authorized to render
the opinion on our behalf owned approximately 30,750 common shares of KeyCorp,
including stock options which were immediately exercisable, or exercisable
within 60 days from November 27, 2000.

                                      S-38
<PAGE>   42

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   43

        THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
        WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
        WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
        PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
        SOLICITING ANY OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
        OFFER OR SALE IS NOT PERMITTED.

                SUBJECT TO COMPLETION, DATED             , 2000

                                    KEYCORP

     By this prospectus, we offer up to $1,511,500,000 of:

                                - Debt Securities
                                - Preferred Stock
                                - Depositary Shares
                                - Common Shares
                                - Capital Securities
                                - Debt Warrants
                                - Preferred Stock Warrants
                                - Depositary Share Warrants
                                - Common Share Warrants

                            ------------------------

     We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and any prospectus supplements
carefully before you invest.

                            ------------------------

     THESE SECURITIES WILL BE OUR OBLIGATIONS AND WILL NOT BE SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF OUR BANK OR NONBANK SUBSIDIARIES AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION
INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.

                            ------------------------

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES AND DETERMINED IF
    THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR
      COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            ------------------------

                THE DATE OF THIS PROSPECTUS IS            , 2000
<PAGE>   44

                            SECURITIES WE MAY OFFER

     This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the following securities in one or more offerings up to
a total dollar amount of $1,511,000,000, or the equivalent thereof if any one of
the securities are denominated in a currency, currency unit or composite
currency ("currency") other than the U.S. dollar:

     - unsecured debt securities of KeyCorp, which may be either senior ("senior
       securities") or subordinated ("subordinated securities");

     - warrants to purchase debt securities of KeyCorp ("debt warrants");

     - shares of preferred stock of KeyCorp, $1.00 par value ("preferred
       stock");

     - warrants to purchase shares of preferred stock ("preferred stock
       warrants");

     - depositary shares representing interest in shares of preferred stock of
       KeyCorp ("depositary shares");

     - warrants to purchase depositary shares ("depositary share warrants");

     - common shares of KeyCorp ("common shares");

     - warrants to purchase common shares of KeyCorp; and

     - capital securities of KeyCorp ("capital securities").

The terms of the securities will be determined at the time of offering and
described in the applicable prospectus supplement for such issue of securities.

     We will refer to the debt securities, debt warrants, preferred stock,
preferred stock warrants, depositary shares, depositary share warrants, common
shares, common share warrants and capital securities, or any combination of
those securities, proposed to be sold under this prospectus and an accompanying
prospectus supplement, as the "offered securities." The offered securities,
together with any debt securities, preferred stock, common shares or other
securities issuable upon exercise of warrants or conversion or exchange of other
offered securities, will be referred to as the "securities."

     Each time we sell securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add to, update or change information contained in
this prospectus and, accordingly, to the extent inconsistent information in this
prospectus is superseded by the information in the prospectus supplement. You
should read both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information."

     The prospectus supplement to be attached to the front of this prospectus
will describe the particular terms of the securities offered, any initial public
offering price, the price paid to us for the securities, net proceeds to us and
the other specific terms related to the offering of these securities.

     For more detail on the terms of the securities, you should read the
exhibits filed with our registration statement.

                           FORWARD-LOOKING STATEMENTS

     This prospectus and the accompanying prospectus supplement may contain
"forward-looking statements" about issues like anticipated improvement in
earnings, expected expense reductions and revenue growth, and related objectives
(such as the anticipated reduction in our employment base). Forward-looking
statements by their nature are subject to assumptions, risks and uncertainties.
For a

                                        2
<PAGE>   45

variety of reasons, including the following, actual results could differ
materially from those contained in or implied by the forward-looking statements:

     - Interest rates could change more quickly or more significantly than we
       expect.

     - If the economy or segments of the economy slow, the demand for new loans
       and the ability of borrowers to repay outstanding loans may decline.

     - The stock and bond markets could suffer a disruption, which may have a
       negative effect on our financial condition and that of our borrowers, and
       on our ability to raise money by issuing new securities.

     - It could take us longer than we anticipate to implement strategic
       initiatives designed to increase revenues or manage expenses, or we may
       be unable to implement those initiatives at all.

     - Acquisitions and dispositions of assets, business units or affiliates
       could affect us in ways that management has not anticipated.

     - We may become subject to new legal obligations or the resolution of
       existing litigation may have a negative effect on our financial
       condition.

     - We may become subject to new and unanticipated accounting, tax, or
       regulatory practices or requirements.

                                        3
<PAGE>   46

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
SEC's public reference room at 450 Fifth Street, NW, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our filings with the SEC are also available to the public
through the SEC's Internet site at http://www.sec.gov and through the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

     We have filed a registration statement on Form S-3 with the SEC. This
prospectus is a part of the registration statement and does not contain all of
the information in the registration statement. Wherever a reference is made in
this prospectus to a contract or other document, please be aware that the
reference is not necessarily complete and that you should refer to the exhibits
that are a part of the registration statement for a copy of the contract or
other document. You may review a copy of the registration statement at the SEC's
public reference room in Washington, D.C. as well as through the SEC's Internet
site.

     The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus.

     Information that we file in the future with the SEC and incorporated by
reference in this prospectus will automatically update and replace the
information. KeyCorp incorporates by reference the documents listed below and
any future filings made by it with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, if the filings are
made before the time that all of the securities are sold in this offering:

     - annual report on Form 10-K for the year ended December 31, 1999;

     - quarterly reports on Form 10-Q for the quarters ended March 31, June 30
       and September 30, 2000; and

     - current reports on Form 8-K filed on January 20, April 21, July 19,
       October 13 and October 18, 2000.

     You may request a copy of these filings at no cost by writing or
telephoning us at the following address:

     KeyCorp
     127 Public Square
     Cleveland, OH 44114-1306
     Attention: Investor Relations
     (216) 689-6300

     You should rely only on the information incorporated by reference or
provided in this prospectus and the applicable prospectus supplement. We have
not authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus, the
applicable prospectus supplement or any documents incorporated by reference are
accurate as of any date on the front of the applicable document.

     Unless otherwise indicated, currency amounts in this prospectus and any
prospectus supplement are stated in U.S. dollars ("$," "dollars," "U.S.
dollars," or "U.S.$").

                                        4
<PAGE>   47

                                    KEYCORP

OVERVIEW

     KeyCorp, incorporated in 1958 under the laws of the State of Ohio and
registered under the Bank Holding Company Act of 1956, is headquartered in
Cleveland, Ohio. At September 30, 2000, we were one of the largest integrated
multiline financial services companies in the United States with consolidated
total assets of $85.5 billion. Our subsidiaries provide a wide range of
investment management, retail and commercial banking, consumer finance and
investment banking products and services to corporate, individual and
institutional clients through four lines of business: Key Retail Banking, Key
Specialty Finance, Key Corporate Capital and Key Capital Partners.

     As of September 30, 2000, these services were provided across much of the
country through subsidiaries operating 932 branches in 13 states, a 24-hour
banking call center services group and 2,490 ATMs. At September 30, 2000, we,
together with our subsidiaries, had 22,457 full-time equivalent employees.

     We are a legal entity separate and distinct from our banking and other
subsidiaries. Accordingly, our rights and the rights of our security holders and
creditors to participate in any distribution of the assets or earnings of our
banking and other subsidiaries is necessarily subject to the prior claims of the
respective creditors of our banking and other subsidiaries, except to the extent
that our claims in our capacity as a creditor of our banking and other
subsidiaries may be recognized.

     Our principal executive office is located at 127 Public Square, Cleveland,
Ohio 44114-1306. Our telephone number is (216) 689-6300.

SUBSIDIARIES

     Our largest banking subsidiaries are:

     - KeyBank National Association, headquartered in Cleveland, Ohio -- the
       12th largest bank in the United States at December 31, 1999, based on
       asset size. At September 30, 2000, KeyBank had $76.1 billion in total
       assets and 932 branches in Alaska, Colorado, Idaho, Indiana, Maine,
       Michigan, New Hampshire, New York, Ohio, Oregon, Utah, Vermont and
       Washington; and

     - Key Bank USA, National Association, headquartered in Cleveland, Ohio,
       with total assets of $5.6 billion at September 30, 2000. Key Bank USA is
       involved in consumer loan activities.

     In addition to the customary banking services of accepting deposits and
making loans, our bank and trust company subsidiaries provide specialized
services, including personal and corporate trust services, personal financial
services, customer access to mutual funds, cash management services, investment
banking and capital markets products and international banking services. Through
our subsidiary banks, trust companies and registered investment adviser
subsidiaries, we provide investment management services to individual and
institutional clients, including large corporate and public retirement plans,
foundations and endowments, high net worth individuals and Taft-Hartley plans
(i.e., multiemployer trust funds established under applicable law). In addition,
investment management subsidiaries serve as investment advisers to proprietary
mutual funds offered by our other affiliates.

MAJOR LINES OF BUSINESS

     A description of the major lines of business of KeyCorp and its
subsidiaries as of September 30, 2000, is as follows:

     Key Retail Banking. Key Retail Banking delivers a complete line of
branch-based financial products and services to small businesses and consumers.
These products and services are delivered through 932 KeyCenters, a 24-hour
telephone banking call center services group, 2,490 ATMs that access 13
different networks (resulting in one of the largest ATM networks in the United
States), and a core team of relationship management professionals.

                                        5
<PAGE>   48

     Key Specialty Finance. Key Specialty Finance provides indirect,
non-branch-based consumer loan products, including automobile loans and leases,
home equity loans, education loans, and marine and recreational vehicle loans.
As of December 31, 1999, based on the volume of loans generated, Key Specialty
Finance was one of the nation's leading providers of financing for education
loans, automobile loans and leases, and purchases of marine and recreational
vehicles.

     Key Corporate Capital. Key Corporate Capital offers a complete range of
financing, transaction processing, corporate electronic commerce and financial
advisory services to corporations nationwide, and operates one of the largest
bank-affiliated equipment leasing companies in the world with operations in the
United States, Europe and Asia. Based on total transaction volume, Key Corporate
Capital is one of the leading cash management providers in the United States.

     Key Corporate Capital's business units are organized around six specialized
industry client segments: commercial banking, commercial real estate, lease
financing, structured finance, healthcare and media/telecommunications. These
targeted client segments can receive a number of specialized services, including
international banking, cash management and corporate finance advisory services.
Key Corporate Capital also provides investment banking, capital markets, 401(k)
and trust custody products in cooperation with Key Capital Partners.

     Key Capital Partners. Key Capital Partners provides asset management,
brokerage, investment banking, capital markets and insurance expertise. It also
offers specialized services to high-net-worth clients through the wealth
management and private banking business. This line of business generates a
substantial amount of our fee income.

     We provide other financial services both inside and outside of our primary
banking markets through our nonbank subsidiaries. These services include
accident and health insurance on loans made by subsidiary banks, venture
capital, community development financing, securities underwriting and brokerage,
automobile financing and other financial services. We are also an equity
participant in a joint venture with Key Merchant Services L.L.C., which provides
merchant services to businesses.

                                        6
<PAGE>   49

                      RATIOS OF EARNINGS TO FIXED CHARGES

     The following table shows our consolidated ratios of earnings to fixed
charges and preferred stock dividends for each of the years in the five-year
period ended December 31, 1999 and for each of the nine-month periods ended
September 30, 2000 and 1999.

     For the purpose of calculating the ratio of earnings to fixed charges and
preferred stock dividends, we divided consolidated income, before income taxes
and extraordinary item, plus fixed charges by fixed charges. Fixed charges
consist of:

     - consolidated interest expense, excluding or including interest on
       deposits, as the case may be; and

     - that portion of rental expense that is deemed representative of the
       interest factor, net of income from subleases.

<TABLE>
<CAPTION>
                                            NINE MONTHS
                                               ENDED
                                           SEPTEMBER 30,           YEAR ENDED DECEMBER 31,
                                           --------------    ------------------------------------
                                           2000     1999     1999    1998    1997    1996    1995
                                           -----    -----    ----    ----    ----    ----    ----
<S>                                        <C>      <C>      <C>     <C>     <C>     <C>     <C>
RATIO OF EARNINGS TO FIXED CHARGES
  Excluding deposit interest.............  1.83x    2.06x    2.02x   1.97x   2.24x   2.41x   2.42x
  Including deposit interest.............  1.43x    1.59x    1.57x   1.51x   1.53x   1.50x   1.46x

RATIO OF EARNINGS TO COMBINED FIXED
  CHARGES AND PREFERRED STOCK DIVIDENDS
  Excluding deposit interest.............  1.83x    2.06x    2.02x   1.97x   2.24x   2.38x   2.35x
  Including deposit interest.............  1.43x    1.59x    1.57x   1.51x   1.53x   1.49x   1.45x
</TABLE>

                                USE OF PROCEEDS

     Except as may be described otherwise in a prospectus supplement, we will
add the net proceeds from the sale of the securities under this prospectus to
our general funds and will use them for general corporate purposes, including
investments in and advances to our banking and nonbanking subsidiaries,
reduction of short-term borrowings, investments and financing possible future
acquisitions including, without limitation, the acquisition of banking and
nonbanking companies and financial assets and liabilities. All or a portion of
the net proceeds from the sale of the securities may also be used to finance, in
whole or in part, our repurchase of KeyCorp common shares pursuant to our stock
repurchase program authorized in September 2000 and described in the Quarterly
Report on Form 10-Q for the period ended September 30, 2000 and filed with the
SEC, which is incorporated herein by reference (see "Where You Can Find More
Information"), and additional share repurchases undertaken from time to time in
connection with our acquisition of banking and nonbanking companies.

                                        7
<PAGE>   50

                         DESCRIPTION OF DEBT SECURITIES

     We may issue debt securities in one or more distinct series. This section
summarizes the terms of the debt securities that are common to all series. All
of the financial terms and other specific terms of any series of debt securities
that we offer will be described in a prospectus supplement to be attached to the
front of this prospectus. Since the terms of specific debt securities may differ
from the general information we have provided below, you should rely on
information in the prospectus supplement that contradicts different information
below.

     As required by federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called an
"indenture." An indenture is a contract between us and a financial institution
acting as trustee on your behalf. The trustee has two main roles. First, the
trustee can enforce your rights against us if we default or fail to perform our
obligations under the applicable indenture with respect to the notes. There are
some limitations on the extent to which the trustee acts on your behalf,
described later on page 18. Second, the trustee performs certain administrative
duties for us.

     Senior securities will be issued by us under an indenture dated as of June
10, 1994, as supplemented from time to time (the "senior indenture"), between us
and Bankers Trust Company, as trustee. Subordinated securities will be issued by
us under an indenture dated as of June 10, 1994, as supplemented from time to
time (the "subordinated indenture"), also between us and Bankers Trust Company,
as trustee.

     We will refer to the senior indenture and the subordinated indenture
together as the "indentures" and each as an "indenture". The indentures are
subject to and governed by the Trust Indenture Act of 1939, as amended. Bankers
Trust Company is hereinafter referred to as the "senior trustee" when referring
to it in its capacity as trustee under the senior indenture, as the
"subordinated trustee" when referring to it in its capacity as trustee under the
subordinated indenture, and as the "trustee" when referring to it in its
capacity under both of the indentures.

     Because this section is a summary, it does not describe every aspect of the
debt securities and the indentures. We urge you to read the indenture that is
applicable to you because it, and not this description, defines your rights as a
holder of debt securities. For example, in this section, we use capitalized
words to signify terms that are specifically defined in the indentures. Some of
the definitions are repeated in this prospectus, but for the rest you will need
to read the indentures. We have filed the form of each indenture as an exhibit
to the registration statement that we have filed with the SEC. See "Where You
Can Find More Information" on page 4 for information on how to obtain a copy of
the indentures.

GENERAL TERMS

     The senior securities will rank equally with all our other unsecured and
unsubordinated indebtedness. The subordinated securities will rank equally with
all our other unsecured indebtedness, but will be subordinated in right of
payment to the prior payment in full of our Senior Indebtedness and, in certain
events involving our insolvency, our Other Senior Obligations. The debt
securities will be our unsecured obligations.

     Each indenture provides that any debt securities proposed to be sold under
this prospectus and the attached prospectus supplement and any debt securities
issuable upon the exercise of debt warrants or upon conversion or exchange of
offered securities ("underlying debt securities"), as well as other unsecured
debt securities, may be issued under that indenture in one or more series.

     You should read the prospectus supplement for the terms of the offered debt
securities and any underlying debt securities, including the following:

     - The title of the debt securities and whether such debt securities will be
       senior securities or subordinated securities;

                                        8
<PAGE>   51

     - The aggregate principal amount of the debt securities and any limit on
       the aggregate principal amount of debt securities of the series;

     - If other than the principal amount of the securities, the portion of the
       principal amount payable upon acceleration of the maturity of the debt
       securities or how this portion will be determined;

     - The date or dates, or how the date or dates will be determined or
       extended, when the principal of the debt securities will be payable;

     - The rate or rates at which the debt securities will bear interest, if
       any, or how the rate or rates will be determined, the calculation agent,
       if any, the date or dates from which any interest will accrue or how the
       date or dates will be determined, the interest payment dates, any record
       dates for these payments, and the basis upon which interest will be
       calculated if other than that of a 360-day year of twelve 30-day months;

     - Any optional or mandatory redemption provisions;

     - Any sinking fund or other provisions that would require us to repurchase
       or otherwise redeem the debt securities;

     - The form in which we will issue the debt securities; whether we will have
       the option of issuing debt securities in a certificated form; whether we
       will have the option of issuing certificated debt securities in bearer
       form; any restrictions on the offer, sale or delivery of bearer
       securities and the terms, if any, upon which bearer securities may be
       exchanged for registered securities and vice versa(if permitted by
       applicable laws and regulations);

     - If other than U.S. dollars, the currency or currencies of the debt
       securities;

     - Whether the amount of payments of principal, premium, and interest, if
       any, on the debt securities may be determined with reference to an index,
       formula, or other method and how these amounts will be determined;

     - Whether we or a holder may elect payment of the principal, premium, and
       interest, if any, on the debt securities in one or more currency or
       currencies other than that in which the debt securities are denominated
       or stated to be payable, and the terms and conditions of the election;

     - The place or places, if any, other than or in addition to The City of New
       York, of payment, transfer, conversion and/or exchange of the debt
       securities;

     - If other than $1,000 or any integral multiple in the case of registered
       securities and $5,000 or any integral multiple in the case of bearer
       securities, the denomination in which the debt securities will be issued;

     - If other than the trustee, the identity of the security registrar and/or
       paying agent;

     - The date as of which any debt securities in bearer form and any temporary
       debt securities issued in global form representing outstanding securities
       will be dated if other than the date of original issuance of the first
       debt security of the series to be issued;

     - The applicability of the provisions of the applicable indenture described
       under "Discharge, Covenant Defeasance and Full Defeasance" and any
       provisions in modification of, in addition to or in lieu of any of these
       provisions;

     - The person to whom any interest on any registered debt security will be
       payable, if other than the person in whose name the debt security is
       registered on any record date, how or to whom any interest on the debt
       security in bearer form will be payable, if otherwise than upon
       presentation and surrender of the coupons of the debt security, and
       whether and how any interest payable on a temporary debt security issued
       in global form will be paid if not in the manner provided in the
       applicable indenture;

                                        9
<PAGE>   52

     - Whether the debt securities will be exchangeable for or convertible into
       other securities and the applicable terms and conditions;

     - Any provisions granting special rights to the holders of the debt
       securities upon the occurrence of specified events;

     - Any changes or additions to the Events of Default, Defaults or covenants
       contained in the applicable indenture;

     - Whether and under what circumstances we will pay additional amounts in
       respect of any tax, assessment or governmental charge and, if so, whether
       we will have the option to redeem the debt securities rather than pay the
       additional amounts (and the terms of this option);

     - The designation of the initial exchange rate agent, if any; and

     - Any other terms of the debt securities.

     For purposes of this prospectus, any reference to the payment of principal
of or premium or interest, if any, on debt securities will include additional
amounts if required by the terms of the debt securities.

     We may issue some of the debt securities as original issue discount
securities to be offered and sold at a substantial discount from their principal
amount. The prospectus supplement will contain any special tax, accounting or
other information relating to original issue discount securities. If we offer
other kinds of debt securities, including debt securities linked to an index or
payable in currencies other than U.S. dollars, the prospectus supplement
relating to those debt securities will also contain any special tax, accounting
or other information relating to those debt securities.

     Unless otherwise specified in the prospectus supplement, we will pay
principal of, and premium, if any, and interest, if any on the debt securities
at our office or agency in the Borough of Manhattan, New York City. You may also
make transfers and exchanges at that location. We also have the right to pay
interest on any debt securities by check mailed to the registered holders of the
debt securities at their registered addresses.

     You will not be required to pay a service charge for any transfer or
exchange of debt securities, but we may require payment of any taxes or other
governmental charges.

     Neither indenture limits our ability to enter into a highly leveraged
transaction or provides you with any special protection in the event of such a
transaction. In addition, neither indenture provides special protection in the
event of a sudden and dramatic decline in our credit quality resulting from a
takeover, recapitalization or similar restructuring of KeyCorp.

     We may issue debt securities upon the exercise of warrants issued with
other debts securities or upon exchange or conversion of exchangeable or
convertible debt securities. The prospectus supplement will describe the
specific terms of any of those warrants or exchangeable or convertible debt
securities. It will also describe the specific terms of the debt securities
issuable upon the exercise, exchange or conversion of those securities. See
"Description of Securities Warrants" below.

BOOK-ENTRY PROCEDURES

     We may issue the debt securities in registered form, in which case we may
issue them either in book-entry form only or in "certificated" form. Debt
securities issued in book-entry form will be represented by global securities.
We expect that we will usually issue debt securities in book-entry only form
represented by global securities.

     We also will have the option of issuing debt securities in non-registered
form as bearer securities if we issue the securities outside the United States
to non-U.S. persons. In that case, the prospectus supplement will set forth the
mechanics for holding the bearer securities, including the procedures for
receiving payments, for exchanging the bearer securities for registered
securities of the same series and for receiving

                                       10
<PAGE>   53

notices. The prospectus supplement will also describe the requirements with
respect to our maintenance of offices or agencies outside the United States and
the applicable U.S. tax law requirements.

  Holders of Registered Debt Securities

     Book-Entry Holders. We will issue registered debt securities in book-entry
form only, unless we specify otherwise in the applicable prospectus supplement.
This means debt securities will be represented by one or more global securities
registered in the name of a depositary that will hold them on behalf of
financial institutions that participate in the depositary's book-entry system.
These participating institutions, in turn, hold beneficial interests in the debt
securities held by the depositary or its nominee. These institutions may hold
these interests on behalf of themselves or customers.

     Under each indenture, only the person in whose name a debt security is
registered is recognized as the holder of that debt security. Consequently, for
debt securities issued in global form, we will recognize only the depositary as
the holder of the debt securities and we will make all payments on the debt
securities to the depositary. The depositary will then pass along the payments
it receives to its participants, which in turn will pass the payments along to
their customers who are the beneficial owners. The depositary and its
participants do so under agreements they have made with one another or with
their customers; they are not obligated to do so under the terms of the debt
securities.

     As a result, investors will not own debt securities directly. Instead, they
will own beneficial interests in a global security, through a bank, broker or
other financial institution that participates in the depositary's book-entry
system or holds an interest through a participant. As long as the debt
securities are issued in global form, investors will be indirect holders, and
not holders, of the debt securities.

     Street Name Holders. In the future, we may issue debt securities in
certificated form or terminate a global security. In these cases, investors may
choose to hold their debt securities in their own names or in "street name".
Debt securities held in street name are registered in the name of a bank, broker
or other financial institution chosen by the investor, and the investor would
hold a beneficial interest in those debt securities through the account he or
she maintains at that institution.

     For debt securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the
debt securities are registered as the holders of those debt securities and we
will make all payments on those debt securities to them. These institutions will
pass along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold debt securities
in street name will be indirect holders, and not holders, of the debt
securities.

     Legal Holders. Our obligations, as well as the obligations of the
applicable trustee and those of any third parties employed by us or the
applicable trustee, run only to the legal holders of the debt securities. We do
not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect holder of a debt security or has
no choice because we are issuing the debt securities only in global form.

     For example, once we make a payment or give a notice to the holder, we have
no further responsibility for the payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose (for example, to
amend an indenture or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of an indenture), we would seek
the approval only from the holders, and not the indirect holders, of the debt
securities. Whether and how the holders contact the indirect holders is up to
the holders.

     When we refer to you, we mean those who invest in the debt securities being
offered by this prospectus, whether they are the holders or only indirect
holders of those debt securities. When we refer to your debt securities, we mean
the debt securities in which you hold a direct or indirect interest.

                                       11
<PAGE>   54

     Special Considerations for Indirect Holders. If you hold debt securities
through a bank, broker or other financial institution, either in book-entry form
or in street name, we urge you to check with that institution to find out:

     - how it handles securities payments and notices;

     - whether it imposes fees or charges;

     - how it would handle a request for the holders' consent, if ever required;

     - whether and how you can instruct it to send you debt securities
       registered in your own name so you can be a holder, if that is permitted
       in the future for a particular series of debt securities;

     - how it would exercise rights under the debt securities if there were a
       default or other event triggering the need for holders to act to protect
       their interests; and

     - if the debt securities are in book-entry form, how the depositary's rules
       and procedures will affect these matters.

GLOBAL SECURITIES

     What Is a Global Security? As noted above, we usually will issue debt
securities as registered securities in book-entry form only. A global security
represents one or any other number of individual debt securities. Generally, all
debt securities represented by the same global securities will have the same
terms.

     Each debt security issued in book-entry form will be represented by a
global security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depositary. Unless we specify otherwise in
the applicable prospectus supplement, The Depository Trust Company, New York,
New York, known as "DTC", will be the depositary for all debt securities issued
in book-entry form.

     DTC is a limited purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
banking law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under section 17A of the Securities Exchange Act of 1934. The
rules applicable to DTC and its participants are on file with the SEC.

     A global security may not be transferred to or registered in the name of
anyone other than the depositary or its nominee, unless special termination
situations arise. We describe those situations below under "Special Situations
when a Global Security Will Be Terminated". As a result of these arrangements,
the depositary, or its nominee, will be the sole registered owner and holder of
all debt securities represented by a global security, and investors will be
permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other
financial institution that in turn has an account with the depositary or with
another institution that has an account with the depositary. Thus, an investor
whose security is represented by a global security will not be a holder of the
debt security, but only an indirect holder of a beneficial interest in the
global security.

     Special Considerations for Global Securities. As an indirect holder, an
investor's rights relating to a global security will be governed by the account
rules of the investor's financial institution and of the depositary, as well as
general laws relating to securities transfers. The depositary that holds the
global security will be considered the holder of the debt securities represented
by the global security.

     If debt securities are issued only in the form of a global security, an
investor should be aware of the following:

     - An investor cannot cause the debt securities to be registered in his or
       her name, and cannot obtain non-global certificates for his or her
       interest in the debt securities, except in the special situations we
       describe below.

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<PAGE>   55

     - An investor will be an indirect holder and must look to his or her own
       bank or broker for payments on the debt securities and protection of his
       or her legal rights relating to the debt securities, as we describe under
       "Holders of Registered Debt Securities" above.

     - An investor may not be able to sell interests in the debt securities to
       some insurance companies and other institutions that are required by law
       to own their securities in non-book-entry form.

     - An investor may not be able to pledge his or her interest in a global
       security in circumstances where certificates representing the debt
       securities must be delivered to the lender or other beneficiary of the
       pledge in order for the pledge to be effective.

     - The depositary's policies, which may change from time to time, will
       govern payments, transfers, exchanges and other matters relating to an
       investor's interest in a global security. We and the trustee have no
       responsibility for any aspect of the depositary's actions or for its
       records of ownership interests in a global security. We and the trustee
       also do not supervise the depositary in any way.

     - DTC requires that those who purchase and sell interests in a global
       security deposited in its book-entry system use immediately available
       funds. Your broker or bank may also require you to use immediately
       available funds when purchasing or selling interests in a global
       security.

     - Financial institutions that participate in the depositary's book-entry
       system, and through which an investor holds its interest in a global
       security, may also have their own policies affecting payments, notices
       and other matters relating to the debt security. There may be more than
       one financial intermediary in the chain of ownership for an investor. We
       do not monitor and are not responsible for the actions of any of those
       intermediaries.

     Special Situations when a Global Security Will Be Terminated. In a few
special situations described below, a global security will be terminated and
interests in it will be exchanged for certificates in non-global form
(certificated securities). After that exchange, the choice of whether to hold
the certificated debt securities directly or in street name will be up to the
investor. Investors must consult their own banks or brokers to find out how to
have their interests in a global security transferred on termination to their
own names, so that they will be holders. We have described the rights of holders
and street name investors under "Holders of Registered Debt Securities" above.

     The special situations for termination of a global security are as follows:

     - if the depositary notifies us that it is unwilling, unable or no longer
       qualified to continue as depositary for that global security, and we do
       not appoint another institution to act as depositary within 60 days;

     - if we notify the trustee that we wish to terminate that global security;
       or

     - if an Event of Default has occurred with regard to the debt securities
       represented by that global security and has not been cured or waived; we
       discuss defaults later under "Events of Default".

     The prospectus supplement may list situations for terminating a global
security that would apply only to the particular series of debt securities
covered by the prospectus supplement. If a global security is terminated, only
the depositary, and not we or the applicable trustee, is responsible for
deciding the names of the institutions in whose names the debt securities
represented by the global security will be registered and, therefore, who will
be the holders of those debt securities.

SUBORDINATION

     Unless otherwise indicated in the applicable prospectus supplement, the
following provisions shall apply to the subordinated debt securities and the
subordinated indenture.

     Tier II Capital Debt Securities. In 1992, the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") issued an interpretation
(the "Interpretation") of its capital adequacy

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<PAGE>   56

regulations that imposed additional restrictions on subordinated debt securities
in order for these securities to qualify as Tier II capital. The Interpretation
provides that subordinated debt of bank holding companies issued on or after
September 4, 1992 cannot qualify as Tier II capital unless the subordination of
the debt meets certain criteria, the subordinated debt is not subject to
covenants and other provisions inconsistent with safe and sound banking
practices and the subordinated debt may be accelerated only upon the bankruptcy
of the bank holding company or the receivership of a major banking subsidiary.

     Under our subordinated indenture, we may issue subordinated debt securities
that qualify as Tier II capital, subject to certain limits, in accordance with
the Federal Reserve Board. In addition, as of September 30, 2000, all of the Old
KeyCorp Subordinated Indebtedness (as defined below) and the Society
Subordinated Indebtedness (as defined below), which were incurred by Old KeyCorp
and Society, respectively, prior to the issuance of the Interpretation,
continued to constitute, and be treated by us as, Tier II capital.

     Subordination Provisions. The subordinated debt securities will be our
direct unsecured subordinated obligations. The subordinated debt securities will
be subordinated and junior in right of payment to all Senior Indebtedness and in
certain circumstances relating to our insolvency, bankruptcy, or similar case or
proceeding, or our liquidation, dissolution or winding up (an "insolvency
event") to all Other Senior Obligations. In addition, we may make no payments on
the subordinated debt securities in the event:

     - we default in any payment on any Senior Indebtedness, or an event of
       default on any Senior Indebtedness permitting the holders to accelerate
       its maturity exists; or

     - a judicial proceeding is pending with respect to such default or event of
       default.

     "Senior Indebtedness" means the principal of, and premium, if any, and
interest on:

        - all indebtedness of KeyCorp for money borrowed, whether outstanding on
          the date of execution of the subordinated indenture, or created,
          assumed, incurred or guaranteed after that date, except (i)
          subordinated debt securities issued under the subordinated indenture,
          Existing Subordinated Indebtedness and all indebtedness which
          specifically by its terms ranks equally with and not prior to the
          subordinated debt securities or the Existing Subordinated Indebtedness
          in right of payment upon the happening of an insolvency event, and
          (ii) indebtedness which ranks junior to and not equally with or prior
          to the indebtedness referred to in clause (i) above in right of
          payment upon the happening of an insolvency event.

        - any renewals, extensions, modifications and refundings of any such
          Senior Indebtedness.

     The term "indebtedness of KeyCorp for money borrowed" means the principal
of, premium, if any, and interest, if any, on all:

        - our indebtedness, including indebtedness of others guaranteed by us,
          whether outstanding on the date of the subordinated indenture or
          created incurred assumed or guaranteed after that date, which is for
          money borrowed; and

        - any renewals, extensions, modifications and refundings of any such
          indebtedness.

     "Other Senior Obligations" means any of our obligations to our creditors,
whether outstanding on the date of execution of the subordinated indenture or
created, assumed, incurred or guaranteed after that date, except:

        - Senior Indebtedness;

        - subordinated debt securities issued under the subordinated indenture,
          Existing Subordinated Indebtedness and all indebtedness which
          specifically by its terms ranks equally with and not prior to the
          subordinated debt securities or the Existing Subordinated Indebtedness
          in right of payment upon the happening of an insolvency event; and

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<PAGE>   57

        - indebtedness which ranks junior to and not equally with or prior to
          indebtedness referred to in the clause above in right of payment upon
          any insolvency event.

     The subordinated indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness or Other Senior Obligations, and additional
Senior Indebtedness may include indebtedness for money borrowed that is senior
to the subordinated debt securities, but subordinated to other obligations. The
senior debt securities, if issued, will constitute Senior Indebtedness.

     If this prospectus is being delivered in connection with the offering of a
series of subordinated securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the approximate amount of
our Senior Indebtedness and Other Senior Obligations outstanding as of a recent
date.

     Existing Subordinated Indebtedness. Our Existing Subordinated Indebtedness
does not include our Senior Indebtedness and, accordingly, the subordinated debt
securities will not be subordinated to Existing Subordinated Indebtedness. The
subordinated indenture also provides that the subordinated debt securities are
not superior to any of our Existing Subordinated Indebtedness and do not
constitute "senior indebtedness" as defined in the indentures governing the
Society Subordinated Indebtedness and the Old KeyCorp Subordinated Indebtedness.
Accordingly, the subordinated debt securities will not have the benefit of the
subordination provisions contained in such indentures. All of the Existing
Subordinated Indebtedness originally issued by Old KeyCorp, a New York
corporation ("Old KeyCorp"), and assumed by us as a result of the merger of Old
KeyCorp into Society Corporation on March 1, 1994 is referred to as "Old KeyCorp
Subordinated Indebtedness". All of the Existing Subordinated Indebtedness
originally issued by Society Corporation, our predecessor, is referred to as
"Society Subordinated Indebtedness".

     Existing Subordinated Indebtedness includes all of our indebtedness for
borrowed money under our 8.125% Subordinated Notes due June 15, 2002 (originally
issued by Society Corporation), 8.00% Subordinated Notes due July 1, 2004
(originally issued by Old KeyCorp and assumed by us), Medium-Term Notes Series
IV due 2002 and 2003 (originally issued by Old KeyCorp and assumed by us), and
any renewals, extensions, modifications and refundings of any such indebtedness.

     Because the Old KeyCorp Subordinated Indebtedness and the Society
Subordinated Indebtedness were issued by Old KeyCorp and Society Corporation,
respectively, prior to the merger of Old KeyCorp and Society Corporation, the
relationship between the Old KeyCorp Subordinated Indebtedness and the Society
Subordinated Indebtedness is not expressly provided for in the respective
indentures relating to such indebtedness.

     If this prospectus is being delivered in connection with the offering of a
series of subordinated securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the approximate amount of
our subordinated debt securities, Existing Subordinated Indebtedness, Old
KeyCorp Subordinated Indebtedness and Society Subordinated Indebtedness
outstanding as of a recent date.

     Insolvency Event. Upon the happening of an insolvency event, the payment of
principal of, premium, if any, or interest, if any, on the subordinated debt
securities and the Existing Subordinated Indebtedness is subordinated to the
payment in full to the holders of the Senior Indebtedness. In addition, upon any
payment to creditors upon an insolvency event, the holders of Other Senior
Obligations will be paid first before the holders of the Old KeyCorp
Subordinated Indebtedness on any principal of and interest on the Old KeyCorp
Subordinated Indebtedness.

     If, after we have made those payments on the Senior Indebtedness and on the
Other Senior Obligations, (1) there are amounts available for payment on the
subordinated debt securities and (2) creditors in respect to the Other Senior
Obligations have not received their full payments, then we will first use
amounts available for payment on the subordinated debt securities to pay in full
all Other Senior Obligations before we may make any payment on the subordinated
debt securities.

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<PAGE>   58

     By reason of the subordination provisions, in certain circumstances
relating to an insolvency event, the holders of subordinated debt securities may
recover less than the holders of Senior Indebtedness and the holders of Other
Senior Obligations. In addition, as a result of the differences among the
subordination provisions applicable to the Society Subordinated Indebtedness,
the Old KeyCorp Subordinated Indebtedness and the subordinated debt securities,
including differences in the definitions of senior indebtedness in the various
indentures, any distribution of assets upon the happening of an insolvency event
among the holders of Society Subordinated Indebtedness, Old KeyCorp Subordinated
Indebtedness and the subordinated debt securities may not be ratable.

OWNERSHIP OF VOTING STOCK OF SIGNIFICANT BANKS

     The senior indenture contains a covenant by us that we will not sell or
otherwise dispose of, or grant a security interest in, or permit a Significant
Bank to issue, any shares of voting stock of the Significant Bank, unless we
will own free of any security interest at least 80% of the issued and
outstanding voting stock of the Significant Bank. The covenant will not apply
if:

     - the proceeds of the sale or disposition are invested, within 90 days, in
       any subsidiary (including any corporation which after such investment
       becomes a subsidiary) engaged in a banking business or any business
       legally permissible for bank holding companies. However, if the proceeds
       are so invested in any subsidiary engaged in a business legally
       permissible for bank holding companies other than a banking business, we
       may not sell or otherwise disposing of, or grant a security interest in,
       or permit the subsidiary to issue, any shares of voting stock of the
       subsidiary to the same extent as if such subsidiary were a Significant
       Bank if, upon making the investment, the assets of or held for the
       account of the subsidiary constitutes 10% or more of our consolidated
       assets; or

     - the disposition is made in exchange for the stock of any bank.

     "Significant Bank" means any of our directly or indirectly owned banking
subsidiaries which assets constitute 10% or more of our consolidated assets
(currently, KeyBank National Association).

     The subordinated indenture does not contain a similar covenant, because
inclusion of such a covenant under the Interpretation would result in the
subordinated debt securities not qualifying as Tier II capital.

     The subordinated indenture relating to the Society Subordinated
Indebtedness contains a provision substantially similar to the covenant
described above.

EVENTS OF DEFAULT

     You will have special rights if an Event of Default occurs in respect of
the debt securities of your series and is not cured, as described later in this
subsection.

     Senior Indenture. The term "Event of Default" in respect of the senior debt
securities of your series means any of the following:

     - We do not pay the principal of, or any premium on, a senior debt security
       of the series on its due date.

     - We do not pay interest on a senior debt security of the series within 30
       days of its due date.

     - We do not deposit any sinking fund payment in respect of a senior debt
       security of the series on its due date.

     - We remain in breach of a covenant in respect of debt securities of the
       series for 60 days after we receive a written notice of default stating
       we are in breach. The notice must be sent by either the trustee or
       holders of at least 25% of the principal amount of the senior debt
       securities of the series.

     - We or any Significant Bank owned by us file for bankruptcy, certain
       events of bankruptcy, insolvency or reorganization relating to us occur,
       or a Significant Bank goes into receivership or conservatorship.

                                       16
<PAGE>   59

     - We are required to accelerate the maturity of any indebtedness in an
       aggregate principal amount exceeding $20 million, for money borrowed by
       us or a Significant Bank, if the acceleration is not annulled within 10
       days by a written notice. The notice must be sent by either the trustee
       or holders of at least 25% of the principal amount of the senior debt
       securities of the series.

     - Any other Event of Default in respect of senior debt securities of the
       series described in the prospectus supplement occurs.

     The trustee may withhold notice to the holders of debt securities of any
default, except in the payment of principal or interest, if it considers the
withholding of notice to be in the best interests of the holders.

     If an Event of Default, other than the filing for bankruptcy or the
happening of certain events of bankruptcy, insolvency or reorganization, has
occurred and has not been cured, the trustee or the holders of 25% in principal
amount of the debt securities of the affected series may declare the entire
principal amount (or, if the senior debt securities of that series are original
issue discount senior debt securities, a specified portion of the principal
amount) of all the senior debt securities of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity.

     Upon a filing for bankruptcy or the occurrence of certain events of
bankruptcy, insolvency or reorganization, the trustee or the holders of 25% in
principal amount of all the senior debt securities then outstanding may declare
the entire principal amount (or, if the senior debt securities of that series
are original issue discount senior debt securities, a specified portion of the
principal amount) of all the outstanding senior debt securities to be due and
immediately payable.

     A declaration of acceleration of maturity may, under certain circumstances,
be canceled by the holders of at least a majority in principal amount of the
senior debt securities of the affected series.

     We will describe in the prospectus supplement any particular provisions
relating to the acceleration of the maturity of a portion of the principal
amount of the original issue discount senior debt securities upon an Event of
Default.

     Subordinated Indenture. The term "Event of Default" in respect of the
subordinated debt securities of your series means any of the following:

     - Certain events occur relating to our bankruptcy, insolvency or
       reorganization or the receivership of a Major Bank.

     - Any other Event of Default specified with respect to the subordinated
       debt securities of that series.

     "Major Bank" means any of our directly or indirectly owned banking
subsidiaries which assets constitute 75% or more of our consolidated assets.
Currently, KeyBank National Association is a Major Bank.

     If an Event of Default, other than the happening of certain events relating
to our bankruptcy, insolvency or reorganization or receivership of a Major Bank,
has occurred and has not been cured, the trustee or the holders of 25% in
principal amount of the debt securities of the affected series may declare the
entire principal amount (or, if the senior debt securities of that series are
original issue discount senior debt securities, a specified portion of the
principal amount) of all the subordinated debt securities of that series to be
due and immediately payable.

     Upon the occurrence of certain events of bankruptcy, insolvency or
reorganization, or receivership of a Major Bank, the trustee or the holders of
25% in principal amount of all the subordinated debt securities then outstanding
may declare the entire principal amount (or, if the senior debt securities of
that series are original issue discount senior debt securities, a specified
portion of the principal amount) of all the outstanding subordinated debt
securities to be due and immediately payable.

     A declaration of acceleration of maturity may, under certain circumstances,
be canceled by the holders of at least a majority in principal amount of the
subordinated debt securities of the affected series.

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<PAGE>   60

     Unless otherwise provided in the terms of a series of subordinated debt
securities, there will be no right of acceleration of the payment of principal
of the subordinated debt securities of that series upon a default in the payment
of principal of, premium, if any, or interest, if any, or a default in the
performance of any covenant or any agreement in the subordinated debt securities
or subordinated indenture.

     In the event a "Default" occurs and is continuing, the trustee may, in its
discretion and subject to certain conditions, seek to enforce its rights and the
rights of the holders of the subordinated debt securities by appropriate
judicial proceeding. "Default" means, with respect to any series of subordinated
debt securities, any of the following:

     - An Event of Default.

     - We do not pay the principal of, or any premium on, any subordinated debt
       security at its maturity.

     - We do not pay interest on any subordinated debt security on its due date
       or for 30 days after its due date.

     - We do not deposit any sinking fund payment in respect of any subordinated
       debt securities on its due date.

     - We remain in breach of a warranty or covenant in respect of any
       subordinated debt securities (other than a warranty or covenant solely
       for the benefit of a series other than that series) for 60 days after we
       receive a written notice of default stating we are in breach. The notice
       must be sent by either the trustee or holders of at least 25% of the
       principal amount of the subordinated debt securities of that series.

     Any other Default occurs in respect of subordinated debt securities of the
series described in the prospectus supplement.

     The trustee may withhold notice to the holders of debt securities of any
default, except in the payment of principal, premium, if any, or interest, if
any, or in the payment of any sinking fund installment, if it considers the
withholding of notice to be in the best interests of the holders. In addition,
the trustee must withhold notice for certain defaults for a period of 60 days.

     In comparison to the Events of Default provided for in the KeyCorp
subordinated indenture and the subordinated indenture relating to the Old Key
Subordinated Indebtedness, the holders of Society Subordinated Indebtedness have
the benefit of broader events of default and related acceleration rights which
include, without limitation, any one of the following:

     - We do not pay interest on the Society Subordinated Indebtedness on its
       due date.

     - We do not pay the principal of, or premium, if any, on any Society
       Subordinated Indebtedness at its maturity;

     - We default in the performance or breach any of our covenant or warranty;

     - Acceleration of our indebtedness for borrowed money or the indebtedness
       of a principal bank (as defined in Society Corporation's subordinated
       indenture).

     In order to conform to the Interpretation, our subordinated indenture does
not contain any of such events of default or acceleration rights.

     Provisions Common to the Senior and Subordinated Indentures. Except in
cases of default where the trustee has some special duties, the trustee is not
required to take any action under the applicable indenture at the request of any
holders unless the holders offer the trustee reasonable protection from expenses
and liability (called an "indemnity"). If reasonable indemnity is provided, the
holders of a majority in principal amount of the outstanding senior debt
securities or subordinated debt securities of the relevant series may direct the
time, method and place of conducting any lawsuit or other formal legal action
seeking any remedy available to the trustee. The trustee may refuse to follow
those directions in

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<PAGE>   61

certain circumstances. No delay or omission in exercising any right or remedy
will be treated as a waiver of that right, remedy or Event of Default.

     Before you are allowed to bypass your trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect
your interests relating to the debt securities, the following must occur:

     - You must give your trustee written notice that an Event of Default, in
       the case of the senior debt securities, or an Event of Default or a
       Default, in the case of the subordinated debt securities, has occurred
       and remains uncured.

     - The holders of 25% in principal amount of all outstanding debt securities
       of the relevant series must make a written request that the trustee take
       action because of the Event of Default or Default, as the case may be,
       and must offer reasonable indemnity to the trustee against the cost and
       other liabilities of taking that action.

     - The trustee must not have taken action for 60 days after receipt of the
       above notice and offer of indemnity.

     - The holders of a majority in principal amount of the debt securities must
       not have given the trustee a direction inconsistent with the above
       notice.

     However, you are entitled at any time to bring a lawsuit for the payment of
principal of, or premium, if any, or, subject to certain conditions, of
interest, if any, on the debt securities on or after the due date.

     BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND HOW TO DECLARE OR CANCEL AN ACCELERATION.

     Each year, we will furnish to each trustee a written statement of certain
of our officers certifying that to their knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

MERGER OR CONSOLIDATION

     Under the terms of the indentures, we are generally permitted to
consolidate or merge with another entity. We are also permitted to sell all or
substantially all of our assets to another entity. However, we may not take any
of these actions unless all the following conditions are met:

     - We are the continuing corporation or our purchaser or successor is a
       corporation organized under the laws of the United States of America, or
       any of its States or the District of Columbia.

     - We are the continuing corporation or our purchaser or successor must
       agree to assume our obligations on the debt securities and under the
       indentures.

     - The merger or sale of assets must not cause, in the case of the senior
       debt securities, an Event of Default or, in the case of the subordinated
       debt securities, a Default or an Event of Default, or cause an event,
       which after notice or lapse of time, would become a Event of Default or a
       Default.

     - If, as a result of a merger or sale of assets, shares of voting stock of
       any Significant Bank become subject to a security interest not permitted
       under the senior indenture, we, or our purchaser or successor, must take
       all necessary steps to secure the senior debt securities equally and
       ratably with, or prior to, the indebtedness secured by the security
       interest.

     - We must deliver certain certificates and documents to the trustee.

     - We must satisfy any other requirements specified in the prospectus
       supplement relating to a particular series of debt securities.

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<PAGE>   62

MODIFICATION OR WAIVER

     Changes Requiring Approval. We and the trustee may modify each indenture
with the consent of not less than 66 2/3% in principal amount of each series of
outstanding debt securities affected by the modification. However, we may not,
without the consent of each affected holder:

     - change the stated maturity of the principal of, or premium, if any, on a
       debt security;

     - change any installment of principal of or interest, if any, on a debt
       security of that series;

     - reduce any amounts due on a debt security;

     - change any obligation to pay additional amounts in respect of a debt
       security;

     - reduce the amount of principal of an original issue discount security or
       indexed security payable upon acceleration of the maturity of a security
       or payable in bankruptcy;

     - adversely affect any right of repayment at the holder's option;

     - change the place or currency of payment on a debt security;

     - impair your right to sue for payment;

     - adversely affect any right to convert a debt security in accordance with
       its terms;

     - modify the subordination provisions in the subordinated indenture in a
       manner that is adverse to holders of the subordinated securities;

     - reduce the percentage in principal amount of holders of debt securities
       needed to consent to modify or amend the applicable indenture;

     - reduce the percentage in principal amount of holders of debt securities
       needed to consent to waive compliance with certain provisions of the
       applicable indenture or to waive certain defaults;

     - reduce the requirements for voting or quorum relating to bearer
       securities; and

     - modify any of the provisions relating to supplemental indentures
       requiring the consent of holders, relating to the waiver of past defaults
       or relating to the waiver of certain covenants, except to increase the
       percentage of holders whose consent is required for these actions or to
       provide that certain provisions of the applicable indenture cannot be
       modified or waived without the consent of each affected holder.

     In addition, under the subordinated indenture, no modification may affect
the rights of any holder of Senior Indebtedness or Other Senior Obligations as
described under "Subordination" without the consent of the affected holder of
Senior Indebtedness or Other Senior Obligations.

     Changes Not Requiring Approval. Certain changes do not require any vote by
the holders of the debt securities. They are limited to clarifications and
certain other changes that would not adversely affect holders of the outstanding
debt securities in any material respect.

     Waiver. The holders of at least 66 2/3% in principal amount of any series
of debt securities issued under an indenture may waive, on behalf of the holders
of that series, our compliance with certain restrictive provisions in that
indenture. Similarly, the holders of at least 66 2/3% in principal amount of any
series of debt securities issued under an indenture may waive, on behalf of the
holders of that series, any past default under that indenture, except a default
in the payment of principal, or premium, if any, or interest, if any, or in the
performance of certain covenants or provisions which can only be modified with
the consent of each affected holder. See "--Changes Requiring Approval."

     BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE
THE APPLICABLE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.

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<PAGE>   63

DISCHARGE, COVENANT DEFEASANCE AND FULL DEFEASANCE

     Discharge. Under terms satisfactory to the trustee, we may discharge
certain obligations to holders of any series of debt securities issued under the
indenture which have not already been delivered to the trustee for cancellation.
Such debt securities must also:

     - have become due and payable;

     - be due and payable by their terms within one year; or

     - be scheduled for redemption within by their terms within one year.

     Covenant Defeasance. Under current federal tax law, we can make the deposit
described below and be released from some of the restrictive covenants in the
indenture under which the particular series was issued. This is called "covenant
defeasance". In that event, you would lose the protection of those restrictive
covenants but would gain the protection of having money and government
securities set aside in trust to repay your debt securities. In order to achieve
covenant defeasance, we must do the following:

     - We must deposit in trust for the benefit of all holders of the debt
       securities of the particular series money and/or U.S. Government
       Obligations that will generate enough cash to make interest, principal
       and any other payments on the debt securities on their various due dates.

     - We must deliver to the trustee a legal opinion of our counsel confirming
       that, under current federal income tax law, we may make the above deposit
       without causing you to be taxed on the debt securities any differently
       than if we did not make the deposit and just repaid the debt securities
       ourselves at maturity.

     Full Defeasance. If there is a change in federal tax law, as described
below, we can legally release ourselves from all payment and other obligations
(subject to limited exceptions) on the debt securities of a particular series
(called "full defeasance") if we put in place the following other arrangements
for you to be repaid:

     - We must deposit in trust for the benefit of all holders of the debt
       securities of the particular series money and/or Government Obligations
       that will generate enough cash to make interest, principal and any other
       payments on the debt securities on their various due dates.

     - We must deliver to the trustee a legal opinion confirming that there has
       been a change in current federal tax law or an IRS ruling that lets us
       make the above deposit without causing you to be taxed on the debt
       securities any differently than if we did not make the deposit and just
       repaid the debt securities ourselves at maturity. Under current federal
       tax law, the deposit and our legal release from the debt securities would
       be treated as though we paid you your share of the cash and notes or
       bonds at the time the cash and notes or bonds were deposited in trust in
       exchange for your debt securities and you would recognize gain or loss on
       the debt securities at the time of the deposit.

     Unless otherwise provided in the applicable prospectus supplement, if,
after we have deposited the funds to effect defeasance or covenant defeasance
with respect to debt securities of a series,

     - the holder of the debt securities of the series is entitled to and elects
       to receive payment in a currency other than that in which the deposit has
       been made, or

     - a Currency Conversion Event (as defined in the applicable indenture)
       occurs,

then the indebtedness represented by the debt security will be fully discharged
through the payment of the principal of, premium, if any, and interest, if any,
on the debt security out of the proceeds yielded by converting the deposited
amount into the currency in which the debt security becomes payable as a result
of the election or Currency Conversion Event based on the applicable Market
Exchange Rate. Unless the applicable prospectus supplement provides otherwise,
all payments on any debt security that is payable in a foreign currency with
respect to which a Currency Conversion Event occurs will be made in U.S.
dollars.

                                       21
<PAGE>   64

     If we accomplish covenant defeasance or full defeasance, you can still look
to us for payment of the debt security if the trustee or any paying agent is
prevented by order or judgment of any court or governmental authority from
making payment. However, if we make such payment to you, we will be subrogated
to the rights of the holders of the applicable debt securities to receive the
payment from the money held by the trustee or paying agent.

CONVERSION

     Holders of subordinated debt securities convertible into capital securities
may be entitled or required subject to prior redemption, prepayment or
repurchase to convert their debt securities into capital securities upon terms
and conditions set forth in the applicable prospectus supplement. No separate
consideration will be received for any capital securities issued upon conversion
of subordinated convertible debt securities.

CONCERNING THE TRUSTEE

     Bankers Trust Company is trustee under both indentures. We and certain of
our subsidiaries maintain deposit accounts and conduct other banking
transactions with Bankers Trust Company in the ordinary course of business.
Bankers Trust Company also serves as trustee under a senior indenture of Old
KeyCorp. The trustee may resign or be removed provided that a successor trustee
is appointed.

                                       22
<PAGE>   65

                         DESCRIPTION OF PREFERRED STOCK

     This section is a summary and it does not describe every aspect of our
preferred stock. We urge you to read our articles of incorporation and the
certificate of amendment of the articles of incorporation (the "certificate")
creating your preferred stock because they, and not this description, define
your rights as a holder of preferred stock. We have filed our articles of
incorporation and will file the certificate with the Secretary of State of the
State of Ohio in connection with the issuance of preferred stock. We will also
file the certificate as an exhibit to or incorporated by reference in the
registration statement prior to the consummation of the sale of such preferred
stock. See "Where You Can Find More Information" on page 4 for information on
how to obtain copies of these documents.

     Under our amended and restated articles of incorporation (the "articles of
incorporation"), we are authorized to adopt resolutions providing for the
issuance, in one or more series, of up to 25,000,000 shares of preferred stock,
$1.00 par value, with the powers, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof adopted by our board of directors. We currently have no preferred stock
issued and outstanding.

     The specific terms of any preferred stock proposed to be sold under this
prospectus and an attached prospectus supplement will be described in the
prospectus supplement. If so indicated in the prospectus supplement, the terms
of the offered preferred stock may differ from the terms set forth below.

GENERAL

     Unless otherwise specified in the prospectus supplement relating to the
offered preferred stock, each series of preferred stock will rank on a parity as
to dividends and distribution of assets upon liquidation and in all other
respects with all other series of preferred stock. The preferred stock will,
when issued, be fully paid and non-assessable and holders thereof will have no
preemptive rights.

     You should read the prospectus supplement for the terms of the preferred
stock offered thereby; including the following:

     - The designation of the series;

     - The authorized number of shares of the series;

     - The dividend rate or rates of the shares of the series;

     - The date on which dividends will be paid;

     - Whether dividends will be cumulative or non-cumulative and, if
       cumulative, the dates from which dividends will begin to accumulate;

     - The amounts payable in shares of the series in the event of any
       liquidation, dissolution or winding-up of our affairs;

     - Any applicable redemption, retirement or sinking fund provisions;

     - Any applicable conversion provision; and

     - Any other specific terms, preferences or rights of, or limitations or
       restrictions.

     Our board of directors is authorized to amend the articles of incorporation
fixing, with respect to any unissued shares of preferred stock, the matters
listed above.

     As described under "Description of Depositary Shares," we may also offer
depositary shares that will represent a fraction to be specified in a prospectus
supplement of a share of the particular series of preferred stock issued and
deposited with the depository.

     If applicable, the prospectus supplement will also contain a discussion of
the material federal income tax considerations relevant to the offering.

                                       23
<PAGE>   66

DIVIDENDS

     Holders of preferred stock will be entitled to receive cash dividends,
when, as and if declared by our board of directors, out of our assets legally
available for payment, at the rate and on the dates set forth in the prospectus
supplement. Dividends, if cumulative, will cumulate from and after the date set
forth in the applicable prospectus supplement. The interest payment dates and
rates will also be set forth in the applicable prospectus supplement. We may not
declare, pay or set apart for the payment of dividends on our stock ranking on a
parity with, or junior to, the preferred stock, unless dividends have been paid
or set apart for payment on the preferred stock.

REDEMPTION

     If so provided in the applicable prospectus supplement, the shares of
preferred stock we offer may be redeemable in whole or in part at our option or
at the option of the holders of preferred stock upon terms and at the redemption
prices set forth in the prospectus supplement.

CONVERSION

     If the preferred stock will be convertible into shares of common stock,
capital securities or other securities, the applicable prospectus supplement
will set forth the terms and conditions of that conversion, including the
conversion price, conversion period and whether conversion or exchange will be
mandatory or at the option of the holder or us.

LIQUIDATION RIGHTS

     In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of each series of our preferred stock will be entitled
to receive in full out of our assets, including our capital, before any
distribution of assets is made to holders of common shares or any other shares
ranking junior to the preferred stock, liquidating distributions in the amount
set forth in the applicable prospectus supplement plus all accrued and unpaid
dividends.

VOTING RIGHTS

     Except as indicated below or in the applicable prospectus supplement, or
except as expressly required by applicable law, the holders of the preferred
stock will not be entitled to vote.

     If we fail to pay full cumulative dividends on any series of preferred
stock for six quarterly dividend payment periods (whether or not the dividend
payment periods are consecutive), the number of our directors will be increased
by two and the holders of all outstanding series of preferred stock, voting as a
single class without regard to series, will be entitled to elect the two
additional directors until full cumulative dividends for all past dividend
payment periods on all series of preferred stock have been paid or declared and
set apart for payment or until non-cumulative dividends have been paid regularly
for at least one full year.

     Directors elected by the holders of the preferred stock will serve until
the next annual meeting of our shareholders or until their respective successors
are elected and qualify. If, prior to the end of the term of any director, a
vacancy in the office of the director occurs during the continuance of a default
in dividends on any series of preferred stock by reason of death, resignation,
or disability, the vacancy will be filled by the appointment by the remaining
director or directors of a new director for the unexpired term of the former
director.

     Under existing interpretations of the Federal Reserve Board, if the holders
of any series preferred stock become entitled to vote for the election of
directors because dividends on such series preferred stock are in arrears,
preferred stock then may be deemed a "class of voting securities" and a holder
of 25% or more of such series (or a holder of 5% or more if the holder exercises
a "controlling influence" over

                                       24
<PAGE>   67

KeyCorp) may then be subject to regulation as a bank holding company in
accordance with the Bank Holding Company Act of 1956. In addition, at such time,

     - under the Bank Holding Company Act of 1956, any bank holding company or
       foreign bank with a United States presence may be required to obtain
       approval of the Federal Reserve Board to acquire or retain 5% or more of
       such series; and

     - under the Change in Bank Control Act of 1978, any person other than a
       bank holding company may be required to obtain approval of the Federal
       Reserve Board to acquire or retain 10% or more of preferred stock.

     The affirmative vote or consent of the holders of at least two-thirds of
the outstanding shares of preferred stock will be required to amend any
provision of our articles of incorporation or our regulations which would be
substantially prejudicial to the voting powers, preferences or rights of the
holders of the preferred stock. If any amendment of our articles of
incorporation or regulations would not be substantially prejudicial to all
series of outstanding preferred stock, the affirmative vote or consent of the
holders of at least two-thirds of the series so affected will be required.

     However, no vote or consent will be required for:

     - the amendment of our articles of incorporation to create any class of
       stock (or increase the authorized number of shares of any class) that
       will be junior to, or on a parity, with the preferred stock; nor

     - the amendment of our regulations so as to change the number of our
       directors.

     In addition, the affirmative vote of at least two-thirds of the outstanding
shares of preferred stock will be required to:

     - create any class of shares (or increase the authorized number of shares
       of any class of stock) that will have preference as to dividends or upon
       liquidation, dissolution or winding-up over the preferred stock; or

     - purchase or redeem less than all of the outstanding preferred stock
       (except in accordance with a purchase offer made to all holders of record
       of preferred stock), unless all dividends on all outstanding preferred
       stock for all previous dividend periods shall have been paid or set apart
       for payment and all accrued sinking fund obligations shall have been
       complied with.

REPURCHASE OF SHARES

     Subject to the express terms of any series of preferred stock, we, by
action of our board of directors and without any further action of our
shareholders, are authorized by our articles of incorporation to purchase any
shares of any series of preferred stock in accordance with the Ohio General
Corporation Law. We may purchase preferred stock either in the open market, or
at public or private sales, in the manner and amounts and at the price
determined by our directors.

TRANSFER AGENT AND REGISTRAR

     Unless otherwise set forth in the applicable prospectus supplement, Bankers
Trust Company will be the transfer agent, registrar and dividend disbursement
agent for any preferred stock or depositary shares being offered by use of this
prospectus. The registrar for the preferred stock will send notices to the
holders of the preferred stock of any meetings at which those holders will have
the right to elect directors or to vote on any other matter.

                                       25
<PAGE>   68

                        DESCRIPTION OF DEPOSITARY SHARES

     This section is a summary and it does not describe every aspect of
depositary shares and deposit agreements. We urge you to read the deposit
agreement and depositary receipts because they, and not this description, define
your rights as a holder of depositary shares. We have filed the form of deposit
agreement, including the form of depositary receipts evidencing depositary
shares (the "depositary receipts"), as an exhibit to the registration statement
that we have filed with the SEC. See "Where You Can Find More Information" on
page 4 for information on how to obtain a copy of the deposit agreement.

     We may offer (either separately or together with other offered securities)
depositary shares representing fractional interests in our preferred stock of
one or more series. The depositary shares will be issued under deposit
agreements to be entered into between us and a bank or trust company, as
depositary (the "depositary"), identified in the prospectus supplement.

     The specific terms of any depositary shares proposed to be sold under this
prospectus and attached prospectus supplement will be described in the
prospectus supplement. If so indicated in the prospectus supplement, the terms
of the depositary shares may differ from the terms set forth below.

GENERAL

     We may provide for the issuance by the preferred stock depositary to the
public of the depositary receipts evidencing the depositary shares, each of
which will represent a fractional interest (to be specified in the prospectus
supplement) in one share of the related preferred stock, as described below.

     You should read the prospectus supplement for the terms of the depositary
shares offered thereby, including the following:

     - The number of depositary shares and the fraction of one share of
       preferred stock represented by one depositary share;

     - The terms of the series of preferred stock deposited by us under the
       deposit agreement;

     - Whether the depositary shares will be listed on any security exchange;

     - Whether the depositary shares will be sold with any other offered
       securities and, if so, the amount and terms of these other securities;
       and

     - Any other terms of the depositary shares.

     If applicable, the prospectus supplement will also contain a discussion of
the federal income tax considerations relevant to the offering.

     We will enter into a deposit agreement with a depositary having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000. Subject to the terms of the deposit agreement, each
owner of a depositary share will be entitled, in proportion to the applicable
fraction of a share of preferred stock represented by a depositary share, to all
the rights, preferences, and privileges of the preferred stock, including any
and all dividend, voting, redemption, conversion, and liquidation rights.

     Pending the preparation of definitive depositary receipts, we or any holder
of preferred stock may order the depositary to execute and deliver temporary
depositary receipts. Temporary depositary receipts are substantially identical
to the definitive depositary receipts, and entitle the holders to all the
benefits pertaining to the definitive depositary receipts. Definitive depositary
receipts will be prepared without unreasonable delay, and temporary depositary
receipts will be exchangeable for definitive depositary receipts upon surrender
of the temporary depositary receipts at the depositary's principal office or
another office, designated by the depositary, at our expense and without charge
to the holder.

                                       26
<PAGE>   69

DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute all cash dividends and other cash
distributions received in respect of the deposited shares of preferred stock,
including any cash received upon redemption of any shares of preferred stock, to
the record holders of depositary shares in proportion to the numbers of
depositary shares owned by the holders on the relevant record date.

     In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares in
proportion to the number of depositary shares owned by the holders on the
relevant record date. If the depositary, after consultation with us, determines
that it is not feasible to make the distribution, it may, with our approval,
sell the property and distribute the net proceeds from the sale to the holders.

REDEMPTION OF PREFERRED STOCK

     Whenever we redeem preferred stock held by the depositary, the depositary
will redeem as of the same redemption date the number of depositary shares
representing the preferred stock so redeemed; provided that we have paid in full
to the depositary the redemption price of the preferred stock to be redeemed. In
the event of redemption, the depositary shares will be redeemed from the
proceeds received by the depositary resulting from the redemption of preferred
stock held by the depositary. If less than all depositary shares are to be
redeemed, the depositary shares to be redeemed will be selected by the
depositary by lot or pro rata or by another equitable method, in each case as
may be determined by us.

     In addition, although depositary shares, as such, are not redeemable at the
option of the holder of depositary shares, the holder may (if so specified in
the prospectus supplement), surrender depositary shares with written
instructions to the depositary to instruct us to cause the redemption of
preferred stock represented by the depositary shares. We will thereafter cause
the redemption of the preferred stock at the redemption price utilizing the same
procedures as those provided for delivery of preferred stock to effect the
redemption.

     The redemption price per depositary share will be equal to the applicable
fraction of the redemption price per share, plus any other money and other
property, if any, represented by each depositary share, including an amount
equal to any accrued and unpaid dividends payable with respect to preferred
stock.

     Unless we default in the payment of the redemption price of any preferred
stock called for redemption and unless otherwise specified in the certificate,
from and after the redemption date,

     - all dividends on the shares of preferred stock called for redemption will
       cease to accrue;

     - depositary shares so called for redemption will no longer be deemed
       outstanding; and

     - all rights of holders of depositary shares will terminate except for the
       right to receive the redemption price.

     In addition, in the case of any redemption at our option or at the option
of the holder, any rights of conversion in respect of shares of preferred stock
will terminate on the close of business on the redemption date.

CONVERSION OF PREFERRED STOCK AT OUR OPTION

     The holders of depositary shares may be obligated at any time or upon
maturity of the preferred stock represented by the depositary shares to convert
the depositary shares for the number of whole shares of our capital securities
or other debt securities in proportion to the number of shares of preferred
stock represented by the depositary shares. Whenever we exercise our option to
convert shares of preferred stock held by the depositary, the depositary will
convert as of the same conversion date the number of depositary shares
representing the shares of preferred stock so converted. We will previously have
issued and deposited with the depositary the capital securities or other debt
securities for the preferred stock to be converted and paid in full to the
depositary any accrued and unpaid dividends.

                                       27
<PAGE>   70

     The depositary shares will be converted at a conversion rate per depositary
share equal to the applicable fraction of the conversion rate per share then in
effect in respect of the shares of deposited preferred stock so converted, plus
any other money and property, represented by each depositary share, including
all amounts paid by us in respect of dividends which on the conversion date have
accrued on the shares of preferred stock and have not theretofore been paid. If
less than all depositary shares are to be converted, the depositary shares to be
converted will be selected by the depositary by lot or pro rata or by any other
equitable method, in each case as may be determined by us.

     From and after the date fixed for conversion:

     - all dividends in respect of preferred stock called for conversion will
       cease to accrue to the extent set forth in the certificate,

     - any rights of conversion or redemption at the option of the holders of
       the depositary shares called for conversion will terminate at the close
       of business on such conversion date to the extent set forth in the
       certificate,

     - the depositary shares called for conversion will no longer be deemed to
       be outstanding, and

     - all rights of the holders of the depositary receipts evidencing the
       depositary shares will cease, except the right to receive the securities
       payable upon conversion and any money and other property, if any, to
       which the holders of depositary shares were entitled upon conversion upon
       surrender to the depositary of the depositary receipts evidencing
       depositary shares.

CONVERSION OF PREFERRED STOCK AT THE OPTION OF THE HOLDER

     The depositary shares as much, are not convertible at the option of the
holders into common shares or any other securities or property.

     However, a prospectus supplement may provide that the preferred stock
represented by depositary shares is convertible at the option of the holder into
common stock or other securities. In such case, the depositary receipts
evidencing the depositary shares may be surrendered by each holder to the
depositary with instructions to convert the preferred stock into whole common
shares or other class or series of capital securities. Upon receipt of those
instructions, we will cause the conversion and will deliver to the holder the
whole common shares or the whole number of other capital securities (and cash in
lieu of any fractional share or security).

     If the depositary receipts evidencing depositary shares surrendered by the
holder to the depositary are convertible into less than one whole common share
or less than one share of other securities or into any numbers of whole shares
plus an excess constituting less than one whole share thereof, the holder will
receive payment in lieu of fractional common shares or fractional shares of
capital securities.

WITHDRAWAL OF PREFERRED STOCK

     Upon surrender of depositary receipts to the depositary (unless the related
preferred stock has previously been called for redemption or conversion), any
holder of depositary shares will be entitled to receive whole shares of the
related series of preferred stock and any money and other property represented
by the depositary shares. Shares of preferred stock so withdrawn, however, may
not be redeposited. If the holder requests withdrawal of less than all the
shares of preferred stock to which the holder is entitled, the depositary will
deliver to the holder a new depositary receipt evidencing the balance or
fractional share.

VOTING THE PREFERRED STOCK

     Upon receipt of notice of any meeting at which the holders of shares of the
preferred stock are entitled to vote, the depositary will mail the information
contained in such notice of meeting to the record holders of the depositary
shares relating to the preferred stock. Each record holder of the depositary
shares on the record date (which will be the same date as the record date of the
preferred stock) will be entitled to instruct the depositary as to the manner in
which to vote the number of shares of preferred stock
                                       28
<PAGE>   71

represented by the depositary shares. We will agree to take all reasonable
actions that may be deemed necessary by the depositary in order to enable the
depositary to vote in accordance with each holder's instructions. The depositary
will abstain from voting preferred stock to the extent it does not receive
instructions from the holder of depositary shares representing the preferred
stock. The depositary will not be required to exercise discretion in voting any
preferred stock represented by the depositary shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between the depositary and us. However, any amendment which materially and
adversely alters the rights of the holders of depositary shares or which would
be materially and adversely inconsistent with the rights granted to the holders
of the preferred stock will not be effective unless such amendment has been
approved by the holders of at least a majority of the depositary shares then
outstanding.

     The deposit agreement will automatically terminate if:

     - all outstanding depositary shares have been redeemed, converted, or
       withdrawn;

     - each share of preferred stock has been converted into common shares or
       shares of any other class or series of capital securities; or

     - there has been a final distribution in respect of the preferred stock in
       connection with any our liquidation, dissolution, or winding up.

     We may terminate the deposit agreement at any time upon not less than 60
days prior written notice to the depositary. In that case, the depositary will,
not later than 30 days after the date of such notice, deliver to the record
holders, upon surrender of the depositary receipts, the number of whole shares
of preferred stock as are represented by the depositary receipts. In the event
that the depositary receipts represent a fractional number of shares of
preferred stock, the depositary will aggregate all interests in the fractional
shares, and, with our approval, adopt a method deemed equitable and practicable
for the purpose of effecting the distribution of such interests, including a
public or private sale. Thereafter, the depositary will distribute to the
holders of the depositary receipts the net proceeds of any sale.

CHARGES OF DEPOSITARY AND OTHER TAXES AND CHARGES

     We will pay:

     - all fees and expenses of the depositary,

     - all charges of the depositary in connection with the initial deposit of
       the preferred stock and the initial issuance of depositary shares,

     - all charges of the depositary in connection with the withdrawals of
       shares of preferred stock by holders of depositary shares,

     - all charges of the depositary in connection with any redemption or
       conversion of the preferred stock, and

     - all transfer and other taxes and governmental charges arising solely from
       the existence of the depositary arrangements.

     Holders of depositary shares will pay such other transfer and other taxes
and governmental charges as are expressly provided in the deposit agreement to
be for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary, the resignation
or removal to take effect upon the appointment of a successor depositary and its
acceptance of the appointment. The successor depositary must be appointed
                                       29
<PAGE>   72

within 60 days after delivery of the notice of resignation or removal and must
be a bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.

MISCELLANEOUS

     The depositary will forward to the holders of depositary shares all
notices, reports and proxy solicitation material from us that we deliver to the
depositary and that we are required to furnish to the holders of the preferred
stock.

     Neither we nor the depositary will be liable if either of us is prevented
or delayed by law, any provision of the articles of incorporation or the
certificate or by any other circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and
liabilities and those of the depositary will be limited to performance in good
faith of such duties as are specifically set forth in the deposit agreement.
Neither we nor the depositary will be obligated to appear in, prosecute, or
defend any action, suit, or other proceeding relating to preferred stock,
depositary shares, or depositary receipts that in unless satisfactory indemnity
is furnished. We and the depositary may rely upon the written advice of counsel,
or upon the written advice of and information provided by any accountant,
holders of depositary shares or other persons we believe to be competent and on
documents we believe to be genuine.

     If the depositary receives conflicting claims, requests, or instructions
from holders of depositary receipts, on the one hand, and us, on the other hand,
the depositary will be entitled to act on the claims, requests, or instructions
received from us.

                                       30
<PAGE>   73

                       DESCRIPTION OF CAPITAL SECURITIES

     We may offer capital securities upon conversion of a series of subordinated
debt securities or preferred stock. Whenever capital securities are issued, we
will be obligated to deliver capital securities with a market value equal to the
principal amount of subordinated debt securities. In addition, we will
unconditionally undertake to sell the capital securities in a sale on behalf of
any holders who elect to receive cash for the capital securities. In case of the
sale of capital securities by us on behalf of the holders, we will bear all
expenses of the sale, including underwriting discounts and commissions. There
can be no assurance, however, that there will be a market for the capital
securities when issued or at any time thereafter. If we fail to deliver any
capital securities when required, the trustee may institute judicial proceedings
for

     - specific performance,

     - money damages equal to the principal amount of the subordinated debt
       securities for which capital securities were to be converted, or

     - any other proper remedy.

     If we fail to sell the capital securities, we will deliver to the holders
capital securities and not cash upon exchange of the subordinated debt
securities. In this event, we will have no specifically enforceable obligation
to make the sale, but will not be relieved of any liability for money damages we
would have for breach of our obligation to make a sale of sufficient amounts of
capital securities. Generally, the market value of any capital securities will
be the sale price. However, if we do not sell the capital securities, the market
value of capital securities will be their fair value when exchanged as
determined by three independent nationally recognized investment banking firms
selected by us.

     Whenever we elect to convert preferred stock into capital securities, we
will be obligated to deliver capital securities in an amount either based upon a
conversion price or with a required conversion value. The conversion value will
be determined by then existing market prices, by an auction or bidding procedure
or by such other method as set forth in the prospectus supplement.

     Any issuance of capital securities by us, including upon conversion of
subordinated debt, preferred stock or other securities will be made in
compliance with any and all applicable rules under the Securities Act of 1933,
as amended and the Securities Exchange Act of 1934, as amended.

     The capital securities may consist of common shares or preferred stock. All
capital securities that will be issuable upon conversion of subordinated debt
securities or preferred stock will be duly authorized, validly issued and, if
applicable, fully paid and non-assessable.

     Any capital securities to be issued will have designations, preferences,
dividend, and other rights, qualifications, limitations, and restrictions as may
be determined by us and approved by our board of directors.

                                       31
<PAGE>   74

                          DESCRIPTION OF COMMON SHARES

     This section is a summary and it does not describe every aspect of our
common shares. We urge you to read our articles of incorporation and regulations
because they, and not this description, define your rights as a holder of common
shares. We have filed our articles of incorporation and regulations as an
exhibit to the registration statement that we have filed with the SEC. See
"Where You Can Find More Information" on page 4 for information on how to obtain
a copy of our articles in incorporation and regulations.

     We may issue common shares in such amounts and proportion and for such
consideration as may be fixed by our board of directors. As of the date of this
prospectus, we are authorized to issue up to 1,400,000,000 of common shares. As
of September 30, 2000, we had issued 491,888,780 common shares (including
64,628,931 shares held in treasury). Our common shares are traded on the New
York Stock Exchange. The transfer agent and registrar for the common shares is
Computershare Investor Services, LLC.

GENERAL

     Holders of common shares are not entitled to preemptive or preferential
rights. Our common shares have no redemption or sinking fund provisions
applicable thereto. Our common shares do not have any conversion rights. The
rights of holders of common shares will be subject to, and may be adversely
affected by, the rights of holders of any preferred stock that may be issued in
the future.

     We may issue authorized but unissued common shares in connection with
several employee benefit and stock option and incentive plans maintained by us
or our subsidiaries, and our Automatic Dividend Reinvestment and Cash Payment
Plan.

     The outstanding common shares are fully paid and non-assessable and future
issuances of common shares, when fully paid for, will be non-assessable.
However, Section 1701.95 of the Ohio General Corporation Law provides that a
shareholder who knowingly receives any dividend, distribution, or payment made
contrary to law or the articles of a corporation will be liable to us for the
amount received by him that is in excess of the amount that could have been paid
or distributed without violation of law or the articles.

DIVIDENDS

     When, as, and if dividends, are declared by our board of directors out of
funds legally available for their payment, the holders of common shares are
entitled to share equally, share for share, in such dividends. The payment of
dividends on the common shares is subject to the prior payment of dividends on
the preferred stock.

LIQUIDATION

     In the event of our voluntary or involuntary liquidation, dissolution, or
winding up, the holders of the common shares are entitled to receive, on a share
for share basis, any of our assets or funds available for distribution after we
have paid in full all of our debts and distributions and the full liquidation
preferences of all series of our outstanding preferred stock.

VOTING RIGHTS

     Subject to the rights, if any, of the holders of any series of preferred
stock, holders of common shares have exclusive voting rights and are entitled to
one vote for each share on all matters voted upon by the shareholders. Holders
of common shares do not have the right to cumulate their voting power.

SHAREHOLDER RIGHTS PLAN

     In August 1989, our board of directors declared a dividend consisting of
rights to purchase common shares (the "rights"). One of the rights was
distributed with respect to each common share outstanding on

                                       32
<PAGE>   75

September 12, 1989. Rights have been and will continue to be issued in respect
to all common shares after September 12, 1989, but before the earlier of the
expiration or redemption of the rights or the occurrence of a triggering event
(as defined below), or upon the exercise of any employee stock option granted
prior to a triggering event. The description and terms of the rights are set
forth in the Restated Rights Agreement, dated as of May 15, 1997, between and
KeyBank National Association, as rights agent, and us (the "rights agreement"),
which is filed as an exhibit to the registration statement. The rights are
designed to protect our interests and interests of our shareholders against
coercive takeover tactics. The purpose of the rights agreement is to encourage
potential acquirors to negotiate with our board of directors prior to attempting
a takeover and to give the board leverage in negotiating on behalf of all
shareholders the terms of any proposed takeover. The rights agreement may, but
is not intended to, deter takeover proposals.

     Each of the rights initially represents the right to purchase one common
share for $82.50. The rights will become exercisable immediately upon the
earlier of

     - the commencement of a tender offer or exchange offer that would result in
       a person or group becoming the beneficial owner of 15% or more of the
       outstanding common shares (such person or group being an "acquiring
       person") or

     - a public announcement that a person or group has become the beneficial
       owner of 15% or more of the outstanding common shares (such person or
       group being an "acquiring person").

     Until the rights become exercisable, they will trade with the common
shares, and any transfer of common shares will also constitute a transfer of the
associated rights. When the rights become exercisable, they will begin to trade
separate and apart from the common shares. At that time, separate certificates
representing the rights will be mailed to holders.

     When flip-in events described below occur, each of the rights will become
the right to purchase one common share for the then par value per share, and the
rights beneficially owned by an acquiring person will become void. The flip-in
events include:

     - the beneficial ownership by a person or group of 15% or more of the
       outstanding common shares, unless the common shares are acquired in a
       tender or exchange offer for all of the common shares at a price and on
       other terms approved in advance by our board of directors,

     - certain self-dealing transactions between us and an acquiring person, and

     - our reclassification or recapitalization that has the effect of
       increasing by more than 1% the percentage of the common shares owned by
       an acquiring person.

     If, after a person or group becomes an acquiring person, we are acquired in
a merger or other business combination or 50% or more of our assets or earning
power is sold, each of the rights will "flip-over" and become the right to
purchase common shares of the acquiror. The holder (other than an acquiring
person) of each right would, upon the occurrence of a flip-over event, be
entitled to purchase for the then par value of a common share the number of
common shares of the acquiror having a market price equal to the market price of
a common share.

     The purchase price and/or the number of common shares (or common shares of
an acquiror) to be purchased upon exercise of the rights are subject to
adjustment to prevent dilution in the event we:

     - declare a dividend on the common shares payable in common shares,

     - subdivide or combine the outstanding common shares,

     - issue any shares other than common shares, in a reclassification of the
       common shares, or

     - make a distribution to all holders of common shares, of debt securities,
       subscription rights, warrants or other assets, except regular cash
       dividends.

                                       33
<PAGE>   76

     With certain exceptions, no adjustment will be required until a cumulative
adjustment of at least 1% is required. We are not required to issue fractional
shares and, instead, may make a cash payment based on the market price of the
common shares.

     Our board of directors may redeem the rights for  1/2c each at any time
before the occurrence of a triggering event. However, the rights may not be
redeemed while there exists an acquiring person unless:

     - continuing directors constitute a majority of the board of directors and

     - a majority of the continuing directors approves the redemption.

     "Continuing directors" are directors who were in office prior to a person
or group becoming an acquiring person or whose election to office was
recommended by a majority of the continuing directors and who are not affiliated
with the acquiring person. "Triggering event" means the occurrence of a flip-in
event of flip-over event.

     The rights will expire on May 14, 2007, unless they are redeemed before
that date.

     Until the rights are exercised, the holders of the rights, as such, will
have no rights as our shareholders, including the right to vote or receive
dividends. Upon exercise of the rights, the holder of the common shares received
upon exercise will be entitled to all the rights of any other holder of common
shares.

     The provisions of the rights agreement may be amended by our board of
directors to cure any ambiguity or correct any defect or inconsistency or, prior
to a triggering event, to make other changes that the board of directors deems
to be desirable and not adverse to our interests and interests of our
shareholders.

SHARE REPURCHASE PROGRAM

     Our board of directors authorized in September 30, 2000 a share repurchase
program described in the Quarterly Report on Form 10-Q for the period ended
September 30, 2000 and filed with the SEC (see "Where You Can Find More
Information" on page 4).

                                       34
<PAGE>   77

                       DESCRIPTION OF SECURITIES WARRANTS

     This section is a summary and it does not describe every aspect of the
securities warrant agreement or securities warrant certificates. We urge you to
read the form of securities warrant agreement and securities warrant
certificates because they, and not this description, define your rights as a
holder of securities warrants. We have filed the form of securities warrant
agreement, including the form of certificates representing the securities
warrants (the "securities warrant certificates") as an exhibit to the
registration statement that we have filed with the SEC. See "Where You Can Find
More Information" on page 4 for information on how to obtain a copy of the
securities warrant agreement.

     We may issue (either separately or together with any other offered
securities), securities warrants to purchase debt securities, preferred stock,
common shares, or depositary shares (the "underlying securities"). We will issue
securities warrants under warrant agreements (each a "securities warrant
agreement") to be entered into between us and a bank or trust company, as
warrant agent (the "securities warrant agent"), all as set forth in the
prospectus supplement.

GENERAL

     You should read the prospectus supplement for the terms of the offered
securities warrants, the securities warrant agreement, and the securities
warrant certificates, including the following:

     - the offering price and the currency for which securities warrants may be
       purchased if they are offered for separate consideration;

     - the title, aggregate principal amount, currency, and terms of the series
       of debt securities purchasable upon exercise of the debt warrants and the
       price at which debt securities may be purchased;

     - the title, number of shares, stated value, and terms (including,
       liquidation, dividend, conversion, redemption, and voting rights) of the
       series of preferred stock purchasable upon exercise of preferred stock
       warrants and the price at which preferred stock may be purchased;

     - the number of common shares purchasable upon the exercise of common share
       warrants and the price at which common shares may be purchased;

     - the number of depositary shares purchasable upon the exercise of
       depositary share warrants, the terms of the preferred stock which the
       depositary shares represent and the price at which depositary shares may
       be purchased;

     - the date, if any, on and after which the offered securities warrants and
       any other offered securities will be separately transferable;

     - the time or times at which, or period or periods during which, the
       securities warrants may be exercised and the expiration date of the
       securities warrants;

     - a discussion of the specific U.S. federal income tax, accounting, and
       other considerations applicable to the securities warrants;

     - the location where the securities warrants represented by the securities
       warrant certificates may be transferred and registered; and

     - any other terms of the offered securities warrants.

     Certificates representing securities warrants will be exchangeable for new
securities warrant certificates of different denominations and may be
transferred in whole or in part on the terms specified in the prospectus
supplement.

     You should be aware that special U.S. federal income tax, accounting and
other considerations may be applicable to instruments such as securities
warrants. The prospectus supplement relating to any issue of securities warrants
will describe these considerations.

                                       35
<PAGE>   78

EXERCISE OF WARRANTS

     Each offered securities warrant will entitle its holder to purchase the
principal amount of or number of underlying securities, at the exercise price
set forth in, or be determinable from, the prospectus supplement relating to the
offered securities warrants, by payment of exercise price in full in the
currency and in the manner specified in the prospectus supplement. Securities
warrants may be exercised at any time at or before 5:00 P.M., New York City
time, on the expiration date and unexercised securities warrants will become
void at that time. Securities warrants may be exercised at the corporate trust
office of the securities warrant agent or any other office indicated in the
prospectus supplement relating to the securities warrants.

     Upon receipt of payment and the properly completed and duly executed
securities warrant certificate, we will, as soon as practicable, deliver the
shares of our securities purchasable upon the exercise. If fewer than all of the
securities warrants represented by any securities warrant certificate are
exercised, a new securities warrant certificate will be issued for the remaining
number of unexercised securities warrants.

MODIFICATIONS

     Changes Requiring Approval. We and the securities warrant agent may modify
or amend the warrant agreement and the securities warrant certificates with the
consent of not less than a majority in number of the then outstanding
unexercised warrants affected thereby. However, we may not, without the consent
of each affected holder:

     - shorten the period of time during which the securities warrants may be
       exercised;

     - reduce the percentage of holders of outstanding securities warrants, the
       consent of which is required for modification or amendment of the
       securities warrant agreement or the securities warrants; or

     - otherwise materially and adversely affect the exercise rights of the
       holders of securities warrants.

     Changes Not Requiring Your Approval. Certain changes do not require any
vote by holders of the securities warrants. They are limited to clarifications,
correcting or supplementing any defective or inconsistent provision, and any
other related changes that would not adversely affect the interests of the
holders of the securities warrants.

COMMON SHARE WARRANT ADJUSTMENTS

     The terms and conditions on which the exercise price of, the number of
common shares covered by a warrant to purchase common shares (a "common share
warrant"), if applicable, are subject to adjustment will be set forth in the
common share warrant agreement and the prospectus supplement. The terms will
include:

     - provisions for adjusting the exercise price and/or the number of common
       shares covered by the common share warrant;

     - the events requiring the adjustment;

     - the events upon which we may, in lieu of making the adjustment, make
       proper provision so that the holder of the common share warrant, upon
       exercise, would be treated as if he had exercised the common share
       warrant prior to the occurrence of the events; and

     - provisions affecting exercise in the event of certain events affecting
       the common shares.

MERGER, CONSOLIDATION, SALE, OR OTHER DISPOSITIONS

     If at any time we merge or consolidate with, or convey, transfer, lease or
sell substantially all of our assets, then our successor or assuming corporation
will succeed to and be substituted for us, and we will be relieved of any
further obligation under the securities warrant agreement or the securities
warrants.

                                       36
<PAGE>   79

ENFORCEABILITY OF RIGHTS OF HOLDERS

     The securities warrant agent will act solely as our agent. The securities
warrant agent will have no duty or responsibility if we default in the
performance of our covenants or agreements contained in the securities warrant
agreement or in any securities warrant certificate. You may, without the consent
of the securities warrant agent, enforce by appropriate legal action, on your
own behalf, your right to exercise your securities warrants.

NO RIGHTS AS HOLDERS OF UNDERLYING SECURITIES

     Before the securities warrants are exercised, holders of the securities
warrants will not have any of the rights of holders of the underlying
securities, including:

     - the right to receive the payment of principal of, or premium on, if any,
       or interest, if any, dividends or distributions of any kind, if any, on
       the underlying securities;

     - the right to enforce any of the covenants in the indentures; or

     - the right to exercise any voting rights.

                                       37
<PAGE>   80

                              PLAN OF DISTRIBUTION

     We may sell the offered securities:

     - through agents;

     - through dealers;

     - to or through underwriters; or

     - directly to other purchasers.

     We will set forth the terms of the offering of any securities being offered
in the applicable prospectus settlement, including the name or names of any
underwriters, dealers or agents with which we have arranged to sell certain
securities and their compensation.

     We (directly or through agents) may sell, and the underwriters may resell,
the offered securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices.

     In connection with the sale of offered securities, the underwriters,
dealers or agents may receive compensation from us or from purchasers of the
offered securities from whom they may act as agents. The underwriters may sell
offered securities to or through dealers, who may also receive compensation from
purchasers of the offered securities for whom they may act as agents.
Compensation may be in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities Act of 1933
(the "Act"), and any discounts or commissions received by them from us and any
profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Act.

     We will indemnify the underwriters, dealers and agents who participate in
the distribution of securities by use of this prospectus against certain civil
liabilities, including liabilities under the Act.

     Underwriters, dealers and agents or their affiliates may be customers of,
engage in transactions with, or perform services for us or our affiliates in the
ordinary course of their businesses.

     Under Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. ("NASD"), when a NASD member, such as McDonald
Investments Inc., participates in the distribution of an affiliated company's
securities, the offering must be conducted in accordance with the applicable
provisions of Rule 2720. McDonald Investments Inc. is considered to be an
"affiliate" (as that term is defined in Rule 2720) of KeyCorp by virtue of the
fact that KeyCorp owns all of the outstanding equity securities of McDonald
Investments Inc. Any offer and sale of offered securities by McDonald
Investments Inc. or any other qualified affiliate of KeyCorp will comply with
the requirements of Rule 2720 regarding the underwriting of securities of
affiliates and with any restrictions that may be imposed on McDonald Investments
Inc. or other KeyCorp affiliate by the Federal Reserve Board.

     Our direct or indirect wholly owned broker-dealer subsidiaries, including
McDonald Investments Inc., might use this prospectus, together with any
applicable prospectus supplement, in connection with offers and sales of our
securities in market-making transactions, including block positioning and block
trades, at negotiated prices related to prevailing market prices at the time of
sale. Those subsidiaries may act as principal or agent in those transactions.
None of our broker-dealer subsidiaries have any obligation to make a market in
any of the offered securities and may discontinue any market-making activities
at any time without notice, at their sole discretion.

     No member of the NASD participating in offers and sales of the offered
securities may execute a transaction in the offered securities in the United
States in a discretionary account without the specific prior written approval of
the member's customer.

     If so indicated in the prospectus supplement relating to a particular
series or issue of offered securities, we will authorize underwriters, dealers
or agents to solicit offers by certain institutions to purchase the offered
securities from us under delayed delivery contracts providing for payment and
delivery
                                       38
<PAGE>   81

at a future date. These contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement will set forth
the commission payable for solicitation of these contracts.

                                 ERISA MATTERS

     We have subsidiaries, including broker-dealer subsidiaries, that provide
services to many employee benefit plans. We and any of our direct or indirect
subsidiaries may each be considered a "party in interest" within the meaning of
the Employee Retirement Income Security Act of 1974, and "disqualified person"
under corresponding provisions of the Internal Revenue Code of 1986, relating to
many employee benefit plans. "Prohibited transactions" within the meaning of
ERISA and the Code may result if any offered securities are acquired by an
employee benefit plan as to which we or any of our direct or indirect
subsidiaries are a party in interest, unless such offered securities are
acquired pursuant to an applicable exemption. Any employee benefit plan or other
entity to which such provisions of ERISA or the Code apply proposing to acquire
the offered securities should consult with its legal counsel.

                                 LEGAL OPINIONS

     The validity of the securities offered hereby will be passed upon for us,
as will be indicated in the applicable prospectus supplement, by either our
General Counsel or an Associate General Counsel or by Thompson Hine & Flory LLP,
3900 Key Tower, 127 Public Square, Cleveland, Ohio 44114-1216, and for the
Underwriters by Shearman & Sterling, 599 Lexington Avenue, New York, New York
10022. Shearman & Sterling will rely as to all matters of Ohio law on the
opinion rendered on our behalf. Our General Counsel or Associate General Counsel
or Thompson Hine & Flory LLP, as the case may be, may rely as to all matters of
New York law on the opinion of Shearman & Sterling. The aggregate number of
shares owned by attorneys at Thompson Hine & Flory LLP or our General Counsel or
Associate General Counsel rendering the opinion referred to above on our behalf
will be set forth in the applicable prospectus supplement.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.

     With respect to the unaudited condensed consolidated interim financial
information for the nine-month periods ended September 30, 2000 and September
30, 1999, incorporated by reference in this prospectus, Ernst & Young LLP have
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report, included in KeyCorp's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, and incorporated herein by reference, states that they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted considering the limited nature of the review
procedures applied. The independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act for their report on the unaudited
interim financial information because that report is not a "report" or a "part"
of the registration statement prepared or certified by the auditors within the
meaning of Sections 7 and 11 of the Securities Act.

                                       39
<PAGE>   82

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<PAGE>   83

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   84

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                 $1,011,500,000

                                    KEYCORP

                       SENIOR MEDIUM-TERM NOTES, SERIES F
                    SUBORDINATED MEDIUM-TERM NOTES, SERIES E
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

                                 [KEYCORP LOGO]

                                  ------------

                             PROSPECTUS SUPPLEMENT

                            DATED             , 2000

                                  ------------

                              SALOMON SMITH BARNEY
                         BANC OF AMERICA SECURITIES LLC
                             CHASE SECURITIES INC.
                           CREDIT SUISSE FIRST BOSTON
                           DEUTSCHE BANC ALEX. BROWN
                              GOLDMAN, SACHS & CO.
                                LEHMAN BROTHERS
                           MCDONALD INVESTMENTS INC.
                               A KEYCORP COMPANY

                               J.P. MORGAN & CO.
                           MORGAN STANLEY DEAN WITTER

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   85

                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:

<TABLE>
<S>                                                           <C>
SEC Registration Fee........................................  $ 396,000
Fees of Rating Agencies.....................................    200,000
Printing and Engraving Expenses.............................     80,000
Legal Fees and Expenses.....................................    150,000
Accounting Fees and Expenses................................     20,000
Fees of Indenture Trustees..................................      8,000
Blue Sky Fees and Expenses..................................     35,000
Miscellaneous...............................................     50,000
                                                              ---------
          Total.............................................  $ 939,000
                                                              =========
</TABLE>

- ---------------
All the above amounts except the SEC registration fee are estimated.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees, and agents within prescribed limits and must indemnify them
under certain circumstances. Ohio law does not provide statutory authorization
for a corporation to indemnify directors, officers, employees, and agents for
settlements, fines, or judgments in the context of derivative suits. However, it
provides that directors (but not officers, employees, and agents) are entitled
to mandatory advancement of expenses, including attorneys' fees, incurred in
defending any action, including derivative actions, brought against the
director, provided the director agrees to cooperate with the corporation
concerning the matter and to repay the amount advanced if it is proved by clear
and convincing evidence that his act or failure to act was done with deliberate
intent to cause injury to the corporation or with reckless disregard for the
corporation's best interests.

     Ohio law does not authorize payment of judgments to a director, officer,
employee, or agent after a finding of negligence or misconduct in a derivative
suit absent a court order. Indemnification is required, however, to the extent
such person succeeds on the merits. In all other cases, if a director, officer,
employee, or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, indemnification
is discretionary except as otherwise provided by a corporation's articles, code
of regulations, or by contract except with respect to the advancement of
expenses of directors.

     Under Ohio law, a director is not liable for monetary damages unless it is
proved by clear and convincing evidence that his action or failure to act was
undertaken with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation. There is, however,
no comparable provision limiting the liability of officers, employees, or agents
of a corporation. The statutory right to indemnification is not exclusive in
Ohio, and Ohio corporations may, among other things, procure insurance for such
persons.

     The KeyCorp Regulations provide that KeyCorp shall indemnify to the fullest
extent permitted by law any person made or threatened to be made a party to any
action, suit, or proceeding by reason of the fact that he is or was a director,
officer, or employee of KeyCorp or of any other bank, corporation, partnership,
trust, or other enterprise for which he was serving as a director, officer, or
employee at the request of KeyCorp.

                                      II-1
<PAGE>   86

     Reference is made to the Form of Underwriting Agreement and the
Distribution Agreement for additional provisions for the indemnification of
directors, controlling persons, and certain officers of the Registrant by the
underwriters. The Forms of Underwriting Agreement and Distribution Agreement are
exhibits to the Registration Statement.

     Except as stated above, neither the Amended and Restated Articles of
Incorporation of KeyCorp nor any other contract or arrangement to which KeyCorp
is a party provides for such indemnification. Under the terms of KeyCorp's
directors' and officers' liability and company reimbursement insurance policy,
directors and officers of KeyCorp are insured against certain liabilities,
including liabilities arising under the Securities Act.

     KeyCorp is a party to agreements with, respectively, Robert W. Gillespie,
Henry L. Meyer III, Thomas C. Stevens, and William B. Summers, Jr., and KeyCorp
is party to Change of Control Agreements with certain other executive officers,
pursuant to which KeyCorp has agreed to indemnify the officer, to the full
extent permitted or authorized by Ohio law, if the officer is made or threatened
to be made a party to any action, suit, or proceeding by reason of the officer's
serving as an employee, officer, or director of KeyCorp and/or any of its
subsidiaries or any other company at the request of KeyCorp or any of its
subsidiaries, and KeyCorp has agreed to advance expenses incurred by the officer
in defending any such action, suit, or proceeding.

ITEM 16.  EXHIBITS.

     See Index to Exhibits.

ITEM 17.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933, as amended (the "Securities Act");

             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement.

             (iii) to include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

        provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
        the registration statement is on Form S-3, Form S-8 or Form F-3, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed with or
        furnished to the Commission by the Registrant pursuant to Section 13 or
        15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
        Act") that are incorporated by reference in the registration statement.

          (2) that, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities
                                      II-2
<PAGE>   87

     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (3) to remove from registration by means of post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     The undersigned Registrant hereby further undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act ("Act") in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>   88

                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS FORM S-3
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON THIS 28TH DAY OF
NOVEMBER, 2000.

                                          KEYCORP

                                          By /s/ DANIEL R. STOLZER
                                            ------------------------------------
                                             Daniel R. Stolzer
                                             Vice President and Associate
                                             General Counsel

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS FORM S-3 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED.

<TABLE>
                SIGNATURE                                   TITLE                        DATE
- ------------------------------------------  -------------------------------------  -----------------
<C>                                         <S>                                    <C>

                    *                       Chairman, Chief Executive Officer      November 28, 2000
- ------------------------------------------  (principal executive officer) and
           Robert W. Gillespie              Director

                    *                       Senior Executive Vice President and    November 28, 2000
- ------------------------------------------  Chief Financial Officer
             K. Brent Somers                (principal financial officer)

                    *                       Executive Vice President and Chief     November 28, 2000
- ------------------------------------------  Accounting Officer (principal
              Lee G. Irving                 accounting officer)

                    *                       Director                               November 28, 2000
- ------------------------------------------
             Cecil D. Andrus

                    *                       Director                               November 28, 2000
- ------------------------------------------
             William G. Bares

                                            Director                               November   , 2000
- ------------------------------------------
           Albert C. Bersticker

                    *                       Director                               November 28, 2000
- ------------------------------------------
            Edward P. Campbell

                    *                       Director                               November 28, 2000
- ------------------------------------------
         Dr. Carol A. Cartwright

                    *                       Director                               November 28, 2000
- ------------------------------------------
             Thomas A. Commes

                    *                       Director                               November 28, 2000
- ------------------------------------------
            Kenneth M. Curtis

                    *                       Director                               November 28, 2000
- ------------------------------------------
           Alexander M. Cutler

                    *                       Director                               November 28, 2000
- ------------------------------------------
            Henry S. Hemingway

                    *                       Director                               November 28, 2000
- ------------------------------------------
             Charles R. Hogan

                    *                       Director                               November 28, 2000
- ------------------------------------------
           Douglas J. McGregor
</TABLE>

                                      II-4
<PAGE>   89

<TABLE>
<CAPTION>
                SIGNATURE                                   TITLE                        DATE
                ---------                                   -----                        ----
<C>                                         <S>                                    <C>
                    *                       President, Chief Operating Officer     November 28, 2000
- ------------------------------------------  and Director
            Henry L. Meyer III

                    *                       Director                               November 28, 2000
- ------------------------------------------
             Steven A. Minter

                    *                       Director                               November 28, 2000
- ------------------------------------------
             Bill R. Sanford

                    *                       Director                               November 28, 2000
- ------------------------------------------
            Ronald B. Stafford

                    *                       Director                               November 28, 2000
- ------------------------------------------
            Dennis W. Sullivan

                    *                       Director                               November 28, 2000
- ------------------------------------------
          Peter G. Ten Eyck, II
</TABLE>

                                            /s/ DANIEL R. STOLZER
                                            ------------------------------------

                                            *By Daniel R. Stolzer,
                                            attorney-in-fact

                                            November 28, 2000

                                      II-5
<PAGE>   90

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000

                                                     REGISTRATION NO. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-3

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                               ------------------

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

                       ---------------------------------

                                    EXHIBITS
                       ---------------------------------
<PAGE>   91

                                    KEYCORP

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 FORM S-3
EXHIBIT NO.
- -----------                          DESCRIPTION
<S>          <C>
(1)(a)       Form of Underwriting Agreement.
(1)(b)       Form of Distribution Agreement.
(4)(a)       Amended and Restated Articles of Incorporation of KeyCorp.
             Incorporated herein by reference to Exhibit 3 to Form 10-Q
             filed on November 13, 1998.
(4)(b)       Amended and Restated Regulations of KeyCorp, effective May
             15, 1997. Incorporated herein by reference to Exhibit 2 to
             Form 8-A/A filed on June 19, 1997.
(4)(c)       Senior Indenture between KeyCorp and Bankers Trust Company,
             as Trustee. Incorporated herein by reference to Exhibit
             (4)(c) to Registration Statement on Form S-3, Commission No.
             33-58405, filed with the SEC on April 3, 1995 ("Registration
             Statement No. 33-58405").
(4)(d)       Subordinated Indenture between KeyCorp and Bankers Trust
             Company, as Trustee. Incorporated herein by reference to
             Exhibit (4)(d) to Registration Statement No. 33-58405.
(4)(e)       Form of Senior Debt Securities. Incorporated herein by
             reference to Exhibit (4)(e) to Registration Statement No.
             33-58405.
(4)(f)       Form of Subordinated Debt Securities. Incorporated herein by
             reference to Exhibit (4)(f) to Registration Statement No.
             33-58405.
(4)(g)       Form of Warrant Agreement. Incorporated herein by reference
             to Exhibit (4)(g) to Registration Statement No. 33-58405.
(4)(h)       Form of Warrant Certificate. Incorporated herein by
             reference to Exhibit (4)(h) to Registration Statement No.
             33-58405.
(4)(i)       Form of Deposit Agreement. Incorporated herein by reference
             to Exhibit (4)(i) to Registration Statement No. 33-58405.
(4)(j)       Form of Depositary Receipt. Incorporated herein by reference
             to Exhibit (4)(j) to Registration Statement No. 33-58405.
(4)(k)       Restated Rights Agreement, dated as of May 15, 1997, between
             KeyCorp and KeyBank National Association, as Rights Agent.
             Incorporated herein by reference to Exhibit 1 to Form 8-A
             filed on June 19, 1997.
(4)(l)       Form of Floating Rate Senior Note.
(4)(m)       Form of Fixed Rate Senior Note.
(4)(n)       Form of Floating Rate Subordinated Note.
(4)(o)       Form of Fixed Rate Subordinated Note.
(5)          Opinion of Daniel R. Stolzer, Associate General Counsel to
             the Corporation, as to the legality of the securities to be
             registered.
(12)         Computation of KeyCorp's Consolidated Ratios of Earnings to
             Fixed Charges and Combined Fixed Charges and Preferred Stock
             Dividends.
(15)         Acknowledgment of Ernst & Young LLP.
(23)(a)      Consent of Ernst & Young LLP.
(23)(b)      Consent of Daniel R. Stolzer, Associate General Counsel to
             the Corporation (included as part of Exhibit (5)).
(23)(c)      Consent of Thompson Hine & Flory LLP.
(24)(a)      Powers of Attorney.
(24)(b)      Certified Resolutions of Board of Directors of KeyCorp.
(25)         Form T-1 Statement of Eligibility and Qualifications under
             the Trust Indenture Act of 1939 of Bankers Trust Company, as
             Trustee.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.A
<SEQUENCE>2
<FILENAME>l84408aex1-a.txt
<DESCRIPTION>EXHIBIT 1(A)
<TEXT>

<PAGE>   1
                                                                  Exhibit (1)(a)

                                     KeyCorp
                              (an Ohio corporation)

                                   Senior Debt
                            Securities, Subordinated
                        Debt Securities, Preferred Stock,
                   Depositary Shares representing Preferred
                  Stock, Warrants to Purchase Debt Securities,
               Preferred Stock, Depositary Shares or Common Stock

                   UNDERWRITING AGREEMENT STANDARD PROVISIONS
                   ------------------------------------------

                  From time to time, KeyCorp, an Ohio corporation (the
"Company"), may enter into one or more Terms Agreements in the form of Exhibit A
hereto (each a "Terms Agreement") that provide for the sale of designated
securities to the several underwriters named therein. The standard provisions
set forth herein may be incorporated by reference in any such Terms Agreement.
The Terms Agreement including the provisions incorporated therein by reference,
is herein referred to as "this Agreement." Unless otherwise defined herein,
terms defined in the Terms Agreement are used herein as therein defined.

                  1. DESCRIPTION OF SECURITIES. The Company proposes to issue
and sell from time to time, either together or separately, certain of its (i)
senior debt securities (the "Senior Debt Securities") and/or (ii) subordinated
debt securities (the "Subordinated Debt Securities," and together with the
Senior Debt Securities, the "Debt Securities"), and/or (iii) preferred stock
(the "Preferred Stock"), and/or (iv) depositary shares which represent
fractional interests in the Preferred Stock (the "Depositary Shares") and/or (v)
warrants (the "Warrants") to purchase Debt Securities, Preferred Stock,
Depositary Shares or the Company's Common Shares, with a par value of $1 each
(the "Common Stock"), in one or more offerings on terms determined at the time
of sale and set forth in a Terms Agreement. The Subordinated Debt Securities may
be convertible into Capital Securities (as defined below) of the Company and the
Preferred Stock may be convertible into shares of Common Stock, Debt Securities
or any class or series of Capital Securities in each case as set forth in the
applicable Terms Agreement relating thereto. As used herein, "Capital
Securities" means any securities issued by the Company which consist of (i)
Common Stock, (ii) perpetual preferred stock or (iii) other capital securities
of the Company permitted by the Company's primary federal banking regulator.
Capital Securities may have such terms, rights and preferences as may be
determined by the Company.

                  The Senior Debt Securities are to be issued under an Indenture
dated as of June 10, 1994, as amended or supplemented (the "Senior Indenture"),
between the Company and Bankers Trust Company, as trustee (the "Senior
Trustee"). The Subordinated Debt Securities are

                                       1
<PAGE>   2

to be issued under an Indenture dated as of June 10, 1994, as amended or
supplemented (the "Subordinated Indenture"), between the Company and Bankers
Trust Company, as trustee (the "Subordinated Trustee," and together with the
Senior Trustee, the "Trustees"). The Senior Indenture and the Subordinated
Indenture are collectively referred to herein as the "Indentures." The Senior
Debt Securities and the Subordinated Debt Securities may have varying titles,
maturities, rates and times of payment of interest, if any, selling prices,
redemption terms, if any, conversion terms, if any, and other specific terms as
set forth in the applicable Terms Agreement relating thereto.

                  The Warrants are to be issued under warrant agreements (each a
"Warrant Agreement"), between the Company and a bank or trust company, as
warrant agent (the "Warrant Agent"). The Warrants may have varying titles,
expiration dates, selling prices, redemption terms, if any, adjustment terms, if
any, and other specific terms as set forth in the applicable Terms Agreement
relating thereto.

                  Each issue of Preferred Stock may vary as to the specific
number of shares, title, stated value and liquidation preference, issuance
price, dividend rate or rates (or method of calculation), dividend payment
dates, redemption or sinking fund requirements, conversion provisions and any
other variable terms as set forth in the applicable Terms Agreement relating to
such Preferred Stock. If the shares of Preferred Stock are to be offered in the
form of Depositary Shares, the Preferred Stock will, when issued, be deposited
by the Company against delivery of depositary receipts (the "Depositary
Receipts") to be issued under a deposit agreement (the "Deposit Agreement"), to
be entered into among the Company, a depositary institution (the "Depositary")
and the holders from time to time of the Depositary Receipts issued thereunder.
The Depositary Receipts will evidence the Depositary Shares and each Depositary
Share will represent a fraction of a share of Preferred Stock. The Preferred
Stock, together, if applicable, with the Depositary Shares is hereinafter
referred to as the "Shares".

                  The Debt Securities, Warrants and Shares to be issued and sold
as specified in the applicable Terms Agreement, shall collectively be referred
to herein as the "Offered Securities." The Company may also grant to the
Underwriters an option to purchase additional Offered Securities to cover
over-allotments, if any, as specified in the applicable Terms Agreement (the
"Option Securities"). The Offered Securities and Option Securities, if any,
shall collectively be referred to as the "Securities." As used herein, unless
the context otherwise requires, the term "Underwriters" shall mean the firm or
firms specified as Underwriter or Underwriters in the applicable Terms Agreement
relating to the Securities and the term "you" shall mean the Underwriter or
Underwriters, if no underwriting syndicate is purchasing the Securities, or the
representative or representatives of the Underwriters specified in the
applicable Terms Agreement (the "Representatives"), if an underwriting syndicate
is purchasing the Securities, as specified in the applicable Terms Agreement.

                  The Debt Securities, Preferred Stock, Depositary Shares and
Warrants may be sold either separately or as units (the "Units").

                  Whenever the Company determines to make an offering of
Securities, the Company will enter into a Terms Agreement providing for the sale
of the applicable Securities to, and the purchase and offering thereof by, the
Underwriters. The Terms Agreement relating to

                                       2
<PAGE>   3

the Securities shall specify the type of Securities to be issued, the names of
the Underwriters participating in such offering (subject to substitution as
provided in Section 9 hereof), the number of Offered Securities which each such
Underwriter severally agrees to purchase, the price at which the Securities are
to be purchased by the Underwriters from the Company, the initial public
offering price of the Securities, the time and place of delivery and payment and
other specific terms. The Terms Agreement may take the form of an exchange of
any standard form of written telecommunication between you and the Company. Each
offering of Securities will be governed by this Agreement and shall inure to the
benefit of and be binding upon the Company and each Underwriter participating in
the offering of such Securities.

                  The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(File No. 333- ), including a prospectus, relating to the Securities and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act" and the rules and
regulations thereto being referred to as the "Securities Act Regulations"),
which registration statement also constitutes Post-Effective Amendment No. 2 to
registration statement no. 333-10577 relating to the Company's Debt Securities,
Common Shares, Preferred Stock, Depositary Shares, Warrants and Capital
Securities. Such registration statement and such post-effective amendment, as
amended, have been declared effective by the Commission. As provided in Section
4(a), a prospectus supplement reflecting the terms of the Securities, the terms
of the offering thereof and the other matters set forth therein has been
prepared and filed, or will be filed, pursuant to Rule 424 under the Securities
Act. Such prospectus supplement, in the form first filed after the date of the
applicable Terms Agreement pursuant to Rule 424, is herein referred to as the
"Prospectus Supplement." Such registration statement and such post-effective
amendments, as amended at the date of the applicable Terms Agreement, including
the exhibits thereto and the documents incorporated by reference therein, are
herein called the "Registration Statement," and the basic prospectus included
therein relating to all offerings of securities under the Registration
Statement, as supplemented by the Prospectus Supplement, is herein called the
"Prospectus," except that, if such basic prospectus is amended or supplemented
on or prior to the date on which the Prospectus Supplement is first filed
pursuant to Rule 424, the term "Prospectus" shall refer to the basic prospectus
as so amended or supplemented and as supplemented by the Prospectus Supplement,
in either case including the documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that are incorporated by reference therein. Any preliminary prospectus
supplement included in such Registration Statement or filed with the Commission
pursuant to Rule 424(a) of the Securities Act Regulations is herein called a
"Preliminary Prospectus".

                  2.REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, each Representative and each
Underwriter that:

                  (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 the
         Prospectus (as amended or



                                       3
<PAGE>   4

         supplemented if the Company shall have furnished any amendments or
         supplements 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 (the "Trust Indenture Act"), and the rules and
         regulations of the Commission thereunder; 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 Underwriter through
         the Representatives 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 Exchange Act and, if
         applicable, the Securities Act 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 Exchange Act and, as applicable,
         the Securities Act 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-



                                       4
<PAGE>   5

         X (the "Significant Subsidiaries"), is duly organized and validly
         existing under the laws 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.

                  (e) The execution and delivery of this Agreement, the
         Indentures, the Warrant Agreement, and the Deposit Agreement, if any,
         and the consummation of the transactions contemplated herein and
         therein, have been duly authorized by all necessary corporate action
         and when executed by the Company and the other parties thereto will not
         result in any breach of any of the terms, conditions or provisions of,
         or constitute a default under, or result in the creation or imposition
         of any security interest, lien, charge or encumbrance upon any property
         or assets of the Company or its subsidiaries, pursuant to any
         indenture, loan agreement, contract or other material agreement or
         instrument to which the Company or its subsidiaries is a party or by
         which the Company may be bound or to which any of the property or
         assets of the Company or its subsidiaries is subject, nor will such
         action result in any violation of the provisions of the Amended and
         Restated Articles of Incorporation or the Regulations of the Company or
         its subsidiaries 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.

                  (f) If the Securities include Debt Securities, such Debt
         Securities shall, on the date of the Terms Agreement relating to such
         Securities, be duly authorized and, when such Debt Securities are duly
         executed, authenticated and delivered in the manner provided for in the
         applicable Indenture and issued and paid for in accordance with this
         Agreement and the applicable Terms Agreement, such Debt Securities will
         constitute legal, valid and binding obligations of the Company entitled
         to the benefits of the applicable Indenture and enforceable against the
         Company in accordance with their terms subject, as to enforcement, to
         bankruptcy, insolvency (including, without limitation, all laws
         relating to fraudulent transfers), reorganization, moratorium or
         similar laws relating to or affecting creditors' rights generally and
         to general equity principles; and, if the Securities include
         Subordinated Debt Securities that are convertible into Capital
         Securities, then such Subordinated Debt Securities shall be convertible
         into Capital Securities in accordance with their terms and the terms of
         the Subordinated Indenture.

                  (g) If the Securities include Preferred Stock, such shares of
         Preferred Stock shall, on the date of the Terms Agreement relating to
         such Securities, be duly authorized and, when such shares of Preferred
         Stock are duly executed and delivered and issued and paid for in
         accordance with this Agreement and the applicable Terms Agreement, such
         shares of Preferred Stock will have been validly issued, fully paid and
         non-assessable; no holder thereof will be subject to personal liability
         by reason of being such a holder; such shares of Preferred Stock will
         not be subject to the preemptive rights of any stockholder of the
         Company; and all corporate action required to be taken for the
         authorization, issue and sale of such shares of Preferred Stock has
         been, or at the Closing Date will be, validly and sufficiently taken;
         and, if the Securities include shares of Preferred Stock that



                                       5
<PAGE>   6

         are to be represented by Depositary Shares, then, upon deposit by the
         Company of such shares of Preferred Stock with the Depositary pursuant
         to the Deposit Agreement and the execution by the Depositary of the
         Depositary Receipts evidencing the Depositary Shares, such Depositary
         Shares shall represent legal and valid interests in such shares of
         Preferred Stock; and, if the Securities include shares of Preferred
         Stock that are convertible into Capital Securities, Debt Securities or
         other preferred stock, then such shares of Preferred Stock shall be
         convertible into Capital Securities, Debt Securities or other preferred
         stock in accordance with their terms and the terms of the Certificate
         of Amendment establishing a series of a class of stock relating to such
         shares of Preferred Stock (the "Certificate of Amendment").

                  (h) If the Securities include Warrants, such Warrants shall,
         on the date of the Terms Agreement relating to such Securities, be duly
         authorized and, when such Warrants are duly executed, countersigned and
         delivered in the manner provided for in the Warrant Agreement and
         issued and paid for in accordance with this Agreement and the
         applicable Terms Agreement, such Warrants will constitute legal, valid
         and binding obligations of the Company entitled to the benefits of the
         Warrant Agreement and enforceable against the Company in accordance
         with their terms subject, as to enforcement, to bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or similar laws relating to or
         affecting creditors' rights generally and to general equity principles;
         and the Warrants shall be exercisable for Debt Securities or Preferred
         Stock in accordance with their terms and the terms of the Warrant
         Agreement.

                  (i) If the Securities include Preferred Stock convertible into
         Debt Securities or Debt Securities, the Indentures have been duly
         authorized by the Company and qualified under the Trust Indenture Act,
         will be substantially in the forms filed as exhibits to the
         Registration Statement and, when duly executed and delivered by the
         Company and the Trustees, will constitute legal, valid and binding
         obligations of the Company, enforceable against the Company in
         accordance with their terms subject, as to enforcement, to bankruptcy,
         insolvency (including, without limitation, all laws relating to
         fraudulent transfers), reorganization, moratorium or similar laws
         relating to or affecting creditors' rights generally and to general
         equity principles; and the summary descriptions of the Indentures set
         forth in the Prospectus conform in all material respects to the
         provisions contained in the Indentures.

                  (j) If the Securities include Preferred Stock convertible into
         Capital Securities or other preferred stock and/or Subordinated Debt
         Securities convertible into Capital Securities, the Capital Securities
         or preferred stock issuable upon conversion of the shares of Preferred
         Stock pursuant to their terms and the terms of the Certificate of
         Amendment and/or the Capital Securities issuable upon conversion of the
         Subordinated Debt Securities pursuant to their terms and the terms of
         the Subordinated Indenture, on the date of the Terms Agreement relating
         to such Securities, shall be duly authorized and validly reserved for
         issuance upon such conversion by all necessary corporate action and
         such Capital Securities or other preferred stock, when issued upon such
         conversion will be validly issued, fully paid and non-assessable; no
         holder thereof will be subject to personal liability by reason of being
         such a holder; and the issuance of such Capital



                                       6
<PAGE>   7

         Securities or other preferred stock upon such conversion will not be
         subject to preemptive rights.

                  (k) If the Securities include Depositary Shares, the Deposit
         Agreement has been duly authorized by the Company, will be
         substantially in the form filed as an exhibit to the Registration
         Statement and, when duly executed and delivered by the Company and the
         Depositary, will constitute a legal, valid and binding obligation of
         the Company enforceable in accordance with its terms, subject, as to
         enforcement, to bankruptcy, insolvency (including, without limitation,
         all laws relating to fraudulent transfers), reorganization, moratorium
         or other similar laws relating to or affecting creditors' rights
         generally and to general equity principles; and the summary description
         of the Deposit Agreement set forth in the Prospectus conforms in all
         material respects to the provisions contained in the Deposit Agreement.

                  (l) If the Securities include Warrants, the Warrant Agreement
         has been duly authorized by the Company, will be substantially in the
         form filed as an exhibit to the Registration Statement and, when duly
         executed and delivered by the Company and the Warrant Agent, will
         constitute a legal, valid and binding obligation of the Company
         enforceable in accordance with its terms, subject, as to enforcement,
         to bankruptcy, insolvency (including, without limitation, laws relating
         to fraudulent transfer), reorganization, moratorium or similar laws
         relating to or affecting creditors' rights generally and to general
         equity principles; and the summary description of the Warrant Agreement
         conforms in all material respects to the provisions contained in the
         Warrant Agreement.

                  (m) If applicable, the shares of a Company's Common Stock,
         issuable upon conversion or exercise of any issue of Offered Securities
         have been duly authorized and reserved for issuance upon such
         conversion by all necessary corporate action and, when issued and
         delivered in accordance with the provisions of this Agreement relating
         thereto, will be validly issued, fully paid and non-assessable, no
         holder thereof will be subject to personal liability by reason of being
         such a holder; and the issuance of such shares upon such conversion
         will not be subject to preemptive rights.

                  (n) The Securities conform in all material respects to the
         summary descriptions thereof contained or incorporated by reference in
         the Prospectus and such summary descriptions conform to the rights set
         forth in the instruments defining the same.

                  (o) 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 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.

                  (p) The Company has not taken and will not take, directly or
         indirectly, any action designed to, or that might be reasonably
         expected to, cause or result in stabilization or manipulation of the
         price of the Securities or the Capital Securities.



                                       7
<PAGE>   8

                  (q) 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.

                  (r) 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.

                  (s) The aggregate amount of Securities to be purchased
         pursuant to this Agreement does not exceed the amount remaining
         registered under the Registration Statement.

                  Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in connection
with an offering of Securities shall be deemed a representation and warranty by
the Company, as to the matters covered thereby, to each Underwriter
participating in such offering.

                  3. PURCHASE, SALE AND DELIVERY OF SECURITIES. On the basis of
the representations, warranties and agreements herein contained and contained in
the applicable Terms Agreement, but subject to the terms and conditions herein
and therein set forth, the Company agrees to issue and sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company pursuant to the terms of a Terms Agreement.

                  If so authorized in the Terms Agreement, the Underwriters may
solicit offers from investors of the types set forth in the Prospectus to
purchase Securities from the Company pursuant to delayed delivery contracts
("Delayed Delivery Contracts"). Such contracts shall be substantially in the
form of Exhibit I hereto but with such changes therein as the Company may
approve. As compensation for arranging Delayed Delivery Contracts, the Company
will pay to the Representatives on the Closing Date, for the accounts of the
Underwriters, a fee as follows: (i) in the case of Debt Securities, Debt
Warrants and Units consisting of Debt Securities and Debt Warrants, an amount
equal to the percentage set forth in the applicable Terms Agreement of the
principal amount of the Debt Securities or number of Debt Warrants for which
such Delayed Delivery Contracts are made; (ii) in the case of Preferred Stock,
Depositary Shares and Units consisting of Preferred Stock and any other
Securities, an amount equal to the percentage set forth in the applicable Terms
Agreement of the aggregate liquidation preference of the Preferred Stock,
including shares represented by such Depositary Shares, for which Delayed
Delivery Contracts are made; (iii) in the case of all other Securities, an
amount as set forth in the applicable Terms Agreement of Securities for which
such Delayed Delivery Contracts are made. Securities to be purchased pursuant to
Delayed Delivery Contracts are herein called "Contract Securities." When Delayed
Delivery Contracts are authorized in the applicable Terms Agreement, the Company
will enter into a Delayed Delivery Contract in each case where a sale of
Contract Securities arranged through you has been approved by the Company but,
except as the Company may otherwise agree, such Delayed Delivery Contracts must
be for at least the minimum amount of Contract Securities set forth in the
applicable Terms Agreement hereto, and the aggregate amount of Contract
Securities may not exceed the amount set forth in such



                                       8
<PAGE>   9

Schedule. The Company will advise you not later than 10:00 A.M., New York City
time, on the third full business day preceding the Closing Date (or at such
later time as you may otherwise agree) of the sales of Contract Securities that
have been so approved. You and the other Underwriters will not have any
responsibility in respect of the validity or performance of Delayed Delivery
Contracts.

                  The Representatives shall submit to the Company, at least
three business days prior to Closing Date, the names of any institutional
investors with which it is proposed that the Company will enter into Delayed
Delivery Contracts and the amount or number of Securities to be purchased by
each of them, and the Company will advise the Representatives, at least two
business days prior to Closing Date, of the names of the institutions with which
the making of Delayed Delivery Contracts is approved by the Company and the
amount or number of Securities to be covered by each such Delayed Delivery
Contract.

                  The amount of Securities to be purchased by each Underwriter
as set forth in the applicable Terms Agreement shall be reduced by an amount
which shall bear the same proportion to the total amount of Contract Securities
as the amount of Securities set forth opposite the name of such Underwriter
bears to the total amount of Securities set forth in the applicable Terms
Agreement, except to the extent that you determine that such reduction shall be
otherwise than in such proportion and so advise the Company; provided, however,
that the total amount of Securities to be purchased by all Underwriters shall be
the total amount of Securities set forth in the applicable Terms Agreement less
the aggregate amount of Contract Securities.

                  The Offered Securities to be purchased by the Underwriters
will be delivered by the Company to you for the accounts of the several
Underwriters at the office specified in the applicable Terms Agreement against
payment of the purchase price therefor by certified or official bank check or
checks in New York Clearing House (next day) funds payable to the order of the
Company at the office, on the date and at the times specified in such Terms
Agreement, or at such other time not later than eight full business days
thereafter as you and the Company determine, such time being herein referred to
as the "Offered Securities Closing Date." The Option Securities to be purchased
by the Underwriters will be delivered by the Company to you for the accounts of
the several Underwriters at the office specified in the applicable Terms
Agreement against payment of the purchase price therefor by certified or
official bank check or checks in New York Clearing House (next day) funds
payable to the order of the Company at the office, on the date and at the times
specified in such Terms Agreement, or at such other time not later than eight
full business days thereafter as you and the Company determine, such time being
herein referred to as the "Option Closing Date." The Offered Securities Closing
Date and the Option Securities Closing Date are hereinafter collectively
referred to as the "Closing Date." Such Securities will be prepared in
definitive form and in such authorized denominations and registered in such
names as you may require upon at least two business days' prior notice to the
Company and will be made available for checking and packaging at the office at
which they are to be delivered on the applicable Closing Date (or such other
office as may be specified for that purpose in the Terms Agreement) at least one
business day prior to the applicable Closing Date.

                  It is understood that you, acting individually and not in a
representative capacity, may (but shall not be obligated to) make payment to the
Company on behalf of any other



                                       9
<PAGE>   10

Underwriter for Securities to be purchased by such Underwriter. Any such payment
by you shall not relieve any such Underwriter of any of its obligations
hereunder.

                  The Company will pay to you on the applicable Closing Date for
the account of each Underwriter any commission or other compensation that is
specified in the Terms Agreement. Such payment will be made by certified or
official bank check in New York Clearing House (next day) funds.

                  4. COVENANTS. The Company covenants and agrees with each
Representative and each Underwriter that:

                  (a) (i) If reasonably requested by you in connection with the
         offering of the Offered Securities, the Company will prepare a
         Preliminary Prospectus containing such information concerning the
         Securities as you and the Company deem appropriate and (ii) immediately
         following the execution of each Terms Agreement, the Company will
         prepare a Prospectus Supplement that complies with the Securities Act
         and the Securities Act Regulations and that sets forth the number or
         principal amount of Securities covered thereby, the names of the
         Underwriters participating in the offering and the number or principal
         amount of Securities which each severally has agreed to purchase, the
         name of each Underwriter, if any, acting as representative in
         connection with the offering, the price at which the Securities are to
         be purchased by the Underwriters from the Company, the initial public
         offering price, the selling concession and reallowance, if any, and
         such other information concerning the Securities as you and the Company
         deem appropriate in connection with the offering of the Securities. The
         Company will promptly transmit copies of the Prospectus Supplement to
         the Commission for filing pursuant to Rule 424 under the Securities Act
         and will furnish to the Underwriters named therein as many copies of
         any Preliminary Prospectus, the Prospectus and the Prospectus
         Supplement as you shall reasonably request.

                  (b) If at any time when the Prospectus is required by the
         Securities Act to be delivered in connection with sales of the Offered
         Securities any event shall occur or condition exist as a result of
         which it is necessary, in the opinion of counsel for the Underwriters
         or counsel for the Company, to amend the Registration Statement or
         amend or supplement the Prospectus in order that the Prospectus will
         not include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein not
         misleading in the light of the circumstances under which they were
         made, or if it shall be necessary, in the opinion of either such
         counsel, at any such time to amend the Registration Statement or amend
         or supplement the Prospectus in order to comply with the requirements
         of the Securities Act or the Securities Act Regulations, the Company
         will promptly prepare and file with the Commission, subject to Section
         4(d), such amendment or supplement as may be necessary to correct such
         untrue statement or omission or to make the Registration Statement or
         the Prospectus comply with such requirements. Neither the
         Representatives' consent to, nor the Underwriters' delivery of, any
         such amendment or supplement shall constitute a waiver of the
         conditions set forth in Section 5.



                                       10
<PAGE>   11

                  (c) During the period when the Prospectus is required by the
         Securities Act to be delivered in connection with sales of the Offered
         Securities, the Company will, subject to Section 4(d), file promptly
         all documents required to be filed with the Commission pursuant to
         Section 13, 14 or 15(d) of the Exchange Act.

                  (d) During the period between the date of the applicable Terms
         Agreement and the Closing Date, the Company will inform you of its
         intention to file any amendment to the Registration Statement, any
         supplement to the Prospectus or any document that would as a result
         thereof be incorporated by reference in the Prospectus, will furnish
         you with copies of any such amendment, supplement or other document and
         will not file any such amendment, supplement or other document in a
         form to which you or your counsel shall reasonably object.

                  (e) During the period when the Prospectus is required by the
         Securities Act to be delivered in connection with sales of the Offered
         Securities, the Company will notify you immediately, and confirm the
         notice in writing, (i) of the effectiveness of any amendment to the
         Registration Statement; (ii) of the mailing or the delivery to the
         Commission for filing of any supplement to the Prospectus or any
         document that would as a result thereof be incorporated by reference in
         the Prospectus; (iii) of the receipt of any comments from the
         Commission with respect to the Registration Statement, the Prospectus
         or the Prospectus Supplement; (iv) of any request by the Commission for
         any amendment to the Registration Statement or any supplement to the
         Prospectus or for additional information relating thereto or to any
         document incorporated by reference in the Prospectus; and (v) 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 Offered Securities for offering or sale in any
         jurisdiction, or of the institution or threatening of any proceeding
         for any of such purposes. The Company will use every reasonable effort
         to prevent the issuance of any such stop order or of any order
         suspending such qualification and, if any such order is issued, the
         Company will use every reasonable effort to obtain the lifting thereof
         at the earliest possible moment.

                  (f) The Company has furnished or will furnish to you as many
         copies of the Registration Statement as originally filed and of all
         amendments thereto, whether filed before or after the Registration
         Statement becomes effective, copies of all exhibits and documents filed
         therewith (including documents incorporated by reference into the
         Prospectus pursuant to Item 12 of Form S-3 under the Securities Act)
         and copies of all consents and certificates of experts as you may
         reasonably request, and has furnished or will furnish to you, for each
         other Underwriter, one copy of the Registration Statement as originally
         filed and of each amendment thereto (including documents incorporated
         by reference into the Prospectus but without exhibits).

                  (g) The Company will use its reasonable best efforts to
         qualify the Offered Securities and, if applicable, any Debt Securities,
         Preferred Stock or Common Stock which may be issuable pursuant to the
         exercise of the applicable Warrants and Capital Securities into or for
         which the Subordinated Debt Securities are convertible and the Capital
         Securities, other preferred stock or Debt Securities into which the
         shares of Preferred Stock are convertible for offering and sale under
         the applicable securities laws



                                       11
<PAGE>   12

         of such states and other jurisdictions as you may reasonably designate
         and to maintain such qualifications in effect for a period of not less
         than one year from the effective date of the Terms Agreement applicable
         to such Offered Securities; provided, however, that the Company shall
         not be obligated to file any 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 Offered Securities have been qualified as above provided.

                  (h) With respect to each sale of Offered Securities, the
         Company will make generally available to its security holders as soon
         as practicable, but not later than 90 days after the close of the
         period covered thereby, an earnings statement of the Company (in form
         complying with the provisions of Rule 158 of the Securities Act
         Regulations) covering a period of 12 months beginning, in each case,
         not later than the first day of the Company's fiscal quarter next
         following the effective date (as defined in Rule 158) of the
         Registration Statement relating to the Offered Securities.

                  (i) If and to the extent specified in the applicable Terms
         Agreement, the Company will use its best efforts to effect the listing
         of the Offered Securities and, if applicable, any Debt Securities,
         Preferred Stock or Common Stock which may be issuable pursuant to the
         exercise of the applicable Warrants and the Capital Securities, other
         preferred stock or Debt Securities issuable upon conversion of
         Preferred Stock and/or Capital Securities issuable upon conversion of
         Subordinated Debt Securities, on the New York Stock Exchange or such
         other national securities exchange as may be designated in the
         applicable Terms Agreement by the Closing Date with respect to the
         applicable Terms Agreement.

                  (j) For a period of five years after the Closing Date, the
         Company will furnish to you 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 such other documents, reports and information as shall
         be furnished by the Company to its stockholders generally.

                  (k) Between the date of the applicable Terms Agreement and the
         Closing Date or such other date as is set forth in such Terms
         Agreement, the Company will not, without your prior written consent,
         directly or indirectly, sell, offer to sell, grant any option for the
         sale of, or otherwise dispose of, the securities set forth in such
         Terms Agreement, other than as set forth in such Terms Agreement.

                  (l) The Company, whether or not the transactions contemplated
         hereunder are consummated or the Agreement is terminated, will pay all
         expenses incident to the performance of its obligations hereunder, will
         pay the expenses of printing or otherwise producing all documents
         relating to the offering, and will pay, or reimburse the Underwriters,
         for any reasonable expenses (including fees and disbursements of
         counsel) incurred by them in connection with the matters referred to in
         Section 4(g) hereof and the preparation of memoranda relating thereto,
         for any filing fee of the National Association



                                       12
<PAGE>   13

         of Securities Dealers, Inc. relating to the Securities, for any fees
         charged by investment rating agencies for rating the Securities, for
         any fees and expenses of any Trustee and any agent of any Trustee in
         connection with any Indenture and the Securities, for any listing fees
         and for the cost of mailing any Preliminary Prospectus. Notwithstanding
         the foregoing, if there is a mistake in the written information
         furnished by the Representative or Representatives to the Company for
         use in the Prospectus and if such Prospectus is required to be
         reprinted pursuant to Sections 4(b) and 4(d), then the expense of
         reprinting such Prospectus shall be borne, severally, by the
         Underwriter or Underwriters who shall have furnished such incorrect
         information to such Representative or Representatives.

                  (m) The Company will apply the net proceeds from the sale of
         the Securities as set forth in the Prospectus.

                  5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the several Underwriters to purchase and pay for the Offered Securities as
provided herein shall be subject to the accuracy, as of the date hereof and the
date of any such Terms Agreement and the Closing Date (as if made at the Closing
Date), of the representations and warranties of the Company herein, to the
accuracy of the statements of the Company's officers made in any certificate
furnished pursuant to the provisions hereof, to the performance by the Company
of all of its covenants and other obligations hereunder and to the following
additional conditions:

                  (a) The Prospectus shall have been filed with the Commission
         in accordance with the Securities Act Regulations and Section 4(a) of
         this Agreement. No stop order suspending the effectiveness of the
         Registration Statement shall have been issued and no proceeding for
         that purpose shall have been instituted or, to the knowledge of the
         Company or any Underwriter, threatened by the Commission.

                  (b) Subsequent to the execution of the Terms Agreement, there
         shall not have occurred (i) any change or any development in or
         affecting particularly the business or properties of the Company or its
         subsidiaries which, in the judgment of a majority in interest of the
         Underwriters, materially impairs the investment quality of the
         Securities; (ii) the suspension of trading in any securities of the
         Company by the Commission or a national securities exchange, or the
         suspension of trading on the New York Stock Exchange or the American
         Stock Exchange, or the fixing of minimum or maximum prices for trading,
         or the requirement of maximum ranges for prices for securities, 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; (iii) any banking moratorium declared by
         Federal or New York authorities; (iv) any downgrading in the rating
         accorded the Company's Debt Securities or Preferred Stock 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 or any public announcement that any such organization
         has under surveillance or review, with possible negative implications,
         its rating of any of the Company's Debt Securities or Preferred Stock;
         or (v) 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 a majority in
         interest of the Underwriters, including any Representatives, the effect
         of any



                                       13
<PAGE>   14

         such outbreak, escalation, declaration, calamity or other event or
         occurrence makes it impractical or inadvisable to proceed with the
         completion of the sale of and payment for the Securities. Promptly
         after the determination by such majority in interest of the
         Underwriters that it is impractical or inadvisable to proceed with the
         completion of the sale and payment for the Securities, the
         Representatives 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 Underwriters under this Section 5(b).

                  (c) On the applicable Closing Date, you shall have received
         the opinion of the General Counsel, any Associate General Counsel or
         any Senior Managing Counsel to the Company and/or Thompson, any Hine &
         Flory LLP, counsel to the Company, as indicated in the applicable
         Prospectus Supplement, dated the Closing Date, together with signed or
         reproduced copies of such opinion for each of the other Underwriters,
         in form and substance satisfactory to you or your counsel, 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 KeyBank
                  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, the applicable Terms Agreement
                  and any Delayed Delivery Contracts have been duly authorized,
                  executed and delivered by the Company.

                           (iii) The Offered Securities 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.

                           (iv) If the Offered Securities include Debt
                  Securities, such Debt Securities have been duly authorized
                  and, when such Debt Securities are duly executed,
                  authenticated and delivered in the manner provided for in the
                  applicable Indenture and issued and paid for in accordance
                  with this Agreement and the



                                       14
<PAGE>   15

                  applicable Terms Agreement, such Debt Securities will
                  constitute valid and binding obligations of the Company
                  entitled to the benefits of the applicable Indenture and
                  enforceable against the Company 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, if the Offered Securities include
                  Subordinated Debt Securities that are convertible into Capital
                  Securities, then such Subordinated Debt Securities are
                  convertible into Capital Securities in accordance with their
                  terms and the terms of the Subordinated Indenture.

                           (v) If the Offered Securities include Preferred
                  Stock, such shares of Preferred Stock have been duly
                  authorized and, when such shares of Preferred Stock are duly
                  executed and delivered and issued and paid for in accordance
                  with this Agreement and the applicable Terms Agreement, such
                  shares of Preferred Stock will have been validly issued, fully
                  paid and non-assessable and no holder thereof will be subject
                  to personal liability by reason of being such a holder; such
                  shares of Preferred Stock will not be subject to the
                  preemptive rights of any stockholder of the Company; and all
                  corporate action required to be taken for the authorization,
                  issue and sale of such shares of Preferred Stock has been
                  validly and sufficiently taken; and, if the Offered Securities
                  include shares of Preferred Stock that are to be represented
                  by Depositary Shares, then, upon deposit by the Company of
                  such shares of Preferred Stock with the Depositary pursuant to
                  the Deposit Agreement and the execution by the Depositary of
                  the Depositary Receipts evidencing the Depositary Shares, such
                  Depositary Shares shall represent legal and valid interests in
                  such shares of Preferred Stock; and, if the Offered
                  Securities, Debt Securities and Debt Securities include shares
                  of Preferred Stock that are convertible into Capital
                  Securities, Debt Securities or other preferred stock, then
                  such shares of Preferred Stock are convertible into Capital
                  Securities, Debt Securities or other preferred stock in
                  accordance with their terms and the terms of the Certificate
                  of Amendment.

                           (vi) If the Offered Securities include Warrants, such
                  Warrants have been duly authorized and, when such Warrants are
                  duly executed, authenticated and delivered in the manner
                  provided for in the Warrant Agreement and issued and paid for
                  in accordance with this Agreement and the applicable Terms
                  Agreement, such Warrants will constitute valid and binding
                  obligations of the Company entitled to the benefits of the
                  Warrant Agreement and enforceable against the Company 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 the Warrants are
                  exercisable for Debt Securities, shares of Preferred Stock or
                  Common Stock in accordance with their terms and the terms of
                  the Warrant Agreement.

                           (vii) If the Offered Securities include Debt
                  Securities or Preferred Stock convertible into Debt
                  Securities, the applicable Indenture has been duly authorized,
                  executed and delivered by the Company and constitutes a valid
                  and



                                       15
<PAGE>   16

                  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 each applicable
                  Indenture has been duly qualified under the Trust Indenture
                  Act.

                           (viii) If the Offered Securities include Preferred
                  Stock convertible into Capital Securities or other preferred
                  stock and/or Subordinated Debt Securities convertible into
                  Capital Securities, the Capital Securities or other preferred
                  stock issuable upon conversion of the shares of Preferred
                  Stock pursuant to their terms and the terms of the Certificate
                  of Amendment and/or the Capital Securities issuable upon
                  conversion of the Subordinated Debt Securities pursuant to
                  their terms and the terms of the Subordinated Indenture, have
                  been duly authorized and validly reserved for issuance upon
                  such conversion by all necessary corporate action and such
                  Capital Securities or other preferred stock, when issued upon
                  such conversion, will be validly issued, fully paid and
                  nonassessable and no holder thereof will be subject to
                  personal liability by reason of being such a holder; and the
                  issuance of such Capital Securities or other preferred stock
                  upon such conversion will not be subject to preemptive rights.

                           (ix) If the Offered Securities include Depositary
                  Shares, the Deposit Agreement has been duly authorized,
                  executed and delivered by the Company, and assuming due
                  authorization, execution and delivery thereof by the
                  Depositary, constitutes a valid and binding obligation 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.

                           (x) If the Offered Securities include Warrants, the
                  Warrant Agreement has been duly authorized, executed and
                  delivered by the Company and, assuming due authorization,
                  execution and delivery thereof by the Warrant Agent,
                  constitutes a valid and binding obligation 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.

                           (xi) The issue and sale of the Offered Securities and
                  the performance by the Company of its obligations under the
                  Offered Securities, the Indenture and this Agreement or other
                  agreement pursuant to which the Underwriters purchase Offered
                  Securities 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.



                                       16
<PAGE>   17

                           (xii) 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 Securities or the consummation of the other transactions
                  contemplated by this Agreement, any applicable Terms Agreement
                  or other agreement pursuant to which an Underwriter purchases
                  Securities, 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 purchases of Securities.

                           (xiii) 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.

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

                           (xv) The Registration Statement and the Prospectus,
                  each as amended or supplemented on the Closing Date (except
                  for the financial statements and other financial and
                  statistical data contained 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, and such
                  counsel has no reason to believe that the Registration
                  Statement, as amended (except for the financial statements and
                  other financial or statistical data contained or incorporated
                  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) at the time it
                  became effective and at the date of this Agreement, contained
                  any untrue statement of a material fact or omitted to state
                  any material fact required to be stated therein or necessary
                  to make the statements therein not misleading or that the
                  Prospectus, as amended or supplemented (except for the
                  financial statements and other financial or statistical data
                  contained or incorporated 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) as of the Closing Date, contains any untrue statement
                  of a material fact or omits to state a material fact necessary
                  to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading; and
                  they do not know of any amendment to the Registration
                  Statement required to be filed which is not filed as required.

         Such opinion or opinions shall be to such further effect with respect
         to other legal matters relating to this Agreement, any Delayed Delivery
         Contracts and the sale of the Offered Securities, pursuant to this
         Agreement as counsel for the Underwriters may reasonably



                                       17
<PAGE>   18

         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 Underwriters, 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.

                  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.

                  (d) At the applicable Closing Date, you shall have received
         the favorable opinion of Shearman & Sterling, Counsel for the
         Underwriters, such opinion or opinions, dated the Closing Date,
         together with signed or reproduced copies of such opinion for each of
         the other Underwriters, to the effect that the opinion delivered
         pursuant to Section 5(c) appears on its face to be appropriately
         responsive to the requirements of this Agreement and the applicable
         Terms Agreement and with respect to the incorporation of the Company,
         the validity of the Securities, the Registration Statement, the
         Prospectus and other related matters as you reasonably may request and
         such counsel shall have received such papers and information as they
         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 governed by Ohio law.

                  (e) At or prior to the time of execution of the applicable
         Terms Agreement and on the Closing Date, you shall have received a
         letter from Ernst & Young LLP, dated the date of delivery thereof, to
         the effect set forth in Exhibit II hereto.

                  (f) You shall have received from the Company a certificate,
         signed by the Chairman of the Board, the President or an Executive Vice
         President, and by the principal financial or accounting officer, of the
         Company, dated the Closing Date, to the effect that, to the best of
         their knowledge based upon reasonable investigation:

                           (i) The representations and warranties of the Company
                  in this Agreement are true and correct, as if made at and as
                  of the Closing Date, and the Company has complied with all the
                  agreements and satisfied all the conditions on its part to be
                  performed or satisfied at or prior to the Closing Date; and

                           (ii) 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.

                  (g) The Securities shall have been duly authorized for listing
         on such exchange, if any, and at such time as specified in the
         applicable Terms Agreement.



                                       18
<PAGE>   19

                  (h) In the event the Underwriters exercise their option
         provided in a Terms Agreement to purchase all or a portion of the
         Option Securities, the representations and warranties of the Company
         contained herein and the statements in any certificates furnished by
         the Company hereunder shall be true and correct as of each Option
         Securities Closing Date, and you shall have received:

                           (1) A certificate, dated such Option Securities
                  Closing Date, signed by the Chairman of the Board, the
                  President or an Executive Vice President, and by the principal
                  financial or accounting officer of the Company, confirming
                  that the certificate delivered at the Closing Date pursuant to
                  Section 5(f) hereof remains true and correct as of such Option
                  Securities Closing Date.

                           (2) The favorable opinion of the General Counsel or
                  any Senior Managing Counsel to the Company and/or Thompson,
                  any Associate General Counsel Hine & Flory LLP., Counsel to
                  the Company, in the form and substance satisfactory to Counsel
                  for the Underwriters, dated the Option Securities Closing
                  Date, relating to the Option Securities and otherwise in
                  substantially to the same effect as the opinion required by
                  Section 5(c) hereof.

                           (3) The favorable opinion of Shearman & Sterling,
                  Counsel for the Underwriters, dated the Option Securities
                  Closing Date, relating to the Option Securities and otherwise
                  in substantially to the same effect as the opinion required by
                  Section 5(d) hereof.

                           (4) A letter from Ernst & Young LLP in the form and
                  substance satisfactory to you and dated the Option Securities
                  Closing Date, substantially the same in scope and substance as
                  the letter furnished to you pursuant to Section 5(e) hereof,
                  except that the "specified date" in the letter shall be a date
                  not more than five days prior to such Option Securities
                  Closing Date.

                  (i) The Company shall have furnished to you such further
         certificates and documents as you shall have reasonably requested.

All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to you. The Company will furnish you with such conformed copies of
such opinions, certificates, letters and other documents as you shall reasonably
request. If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, the applicable Terms Agreement
may be terminated by you by notice to the Company at any time at or prior to the
applicable Closing Date, and such termination shall be without liability of any
party to any other party except as provided in Section 4 hereof. Notwithstanding
any such termination, the provisions of Sections 6, 7, 8 and 9 shall remain in
effect.

                  6. UNDERWRITERS' EXPENSES. If the sale of the Securities
provided for herein is not consummated by reason of any failure, refusal or
inability on the part of the Company to perform any agreement on its part to be
performed, or because any other condition of the Underwriters' obligations
hereunder required to be fulfilled by the Company is not fulfilled,



                                       19
<PAGE>   20

other than by reason of a default by any of the Underwriters or the occurrence
of any event specified in clause (ii), (iii) or (v) of Section 5(b), the Company
will reimburse the Underwriters severally upon demand for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities. Except as otherwise provided for herein or in the
applicable Terms Agreement, the Underwriters shall pay their own expenses
(including fees and disbursements of counsel) in connection with the offering
and sale of the Securities.

                  7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter 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 Securities, 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 Underwriter 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 Underwriter through you,
specifically for use therein and (ii) such indemnity with respect to any
Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any
person controlling such Underwriter) to the extent that any such loss, claim,
damage or liability of such Underwriter results from the fact that such
Underwriter sold Securities 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 Underwriter and the loss, claim, damage or liability
of such Underwriter 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 Underwriter 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 Securities, 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



                                       20
<PAGE>   21

therein in reliance upon and in conformity with written information furnished to
the Company by you, or by such Underwriter through you, specifically for use
therein, and will reimburse the Company for any 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 Underwriters on the other from
the offering of the Securities 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
Underwriters 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 Underwriters on the other shall be deemed to be in the
same proportion as the total proceeds from the offering of the Securities
(before deducting expenses) received by the Company bear to the total
compensation or profit (before deducting expenses) received or realized by the
Underwriters from the purchase and resale, or underwriting, of the Securities.
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 Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or



                                       21
<PAGE>   22

omission. The Company and the Underwriters 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 Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable 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 Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that such
Underwriter 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 Underwriters' 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 Underwriter within the meaning of the Securities Act; and the obligations of
the Underwriters under this Section 7 shall be in addition to any liability that
the respective Underwriters 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.

                  8. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties, indemnities and agreements of the Company herein or
in certificates of officers of the Company delivered pursuant hereto, and the
agreements of the several Underwriters contained in Section 7 hereof, shall
remain operative and in full force and effect regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of any
Underwriter or any controlling person, or the Company or any of its officers,
directors or any controlling person, and shall survive delivery of and payment
for the Securities.

                  9. SUBSTITUTION OF UNDERWRITERS. If one or more of the
Underwriters participating in an offering of Offered Securities shall fail at
the applicable Closing Date to purchase the Offered Securities which it or they
are obligated to purchase hereunder and under the applicable Terms Agreement
(the "Defaulted Securities"), you shall have the right, within 36 hours
thereafter, to make arrangements satisfactory to you and the Company for one or
more of the nondefaulting Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Securities in such amounts as may
be agreed upon and upon the terms herein set forth; if, however, you have not
completed such arrangements within such 36-hour period, then:

                  (a) if the number of Defaulted Securities does not exceed 10%
         of the number of Offered Securities to be purchased pursuant to such
         Terms Agreement, the



                                       22
<PAGE>   23

         nondefaulting Underwriters named in such Terms Agreement shall be
         obligated to purchase the full amount thereof in the proportions that
         their respective underwriting obligations bear to the underwriting
         obligations of all nondefaulting Underwriters, or

                  (b) if the number of Defaulted Securities exceeds 10% of the
         Offered Securities to be purchased pursuant to such Terms Agreement,
         the applicable Terms Agreement shall terminate without liability on the
         part of any nondefaulting Underwriter.

                  No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default under this
Agreement and the applicable Terms Agreement.

                  In the event of any such default that does not result in the
termination of the applicable Terms Agreement, either you or the Company shall
have the right to postpone the applicable Closing Date for a period not
exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As used
herein, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 9.

                  10. NOTICES. All notices or communications hereunder shall be
in writing and if sent to you shall be mailed, delivered, telexed or telecopied
and confirmed to you at the address set forth for that purpose in the Terms
Agreement, or if sent to the Company, shall be mailed, delivered, telexed,
telecopied or telegraphed and confirmed to the Company at 127 Public Square,
Cleveland, Ohio 44114-1306, ATTENTION: Secretary and General Counsel, facsimile
number: (216) 689-4121, with a COPY TO Associate General Counsel -- Securities,
facsimile number: (216) 689-5372. Notice to any Underwriter pursuant to Section
7 hereof shall be mailed, delivered, telexed, telecopied or telegraphed and
confirmed to such Underwriter's address as it appears in such Underwriter's
questionnaire or other notice furnished to the Company in writing for the
purpose of communications hereunder. Any party to this Agreement may change such
address for notices by sending to the parties to this Agreement written notice
of a new address for such purpose.

                  11. PARTIES. This Agreement shall inure solely to the benefit
of and be binding upon the Company and the Underwriters and their respective
successors and the controlling persons, officers and directors referred to in
Section 7 hereof, and no other person will have any right or obligation
hereunder. In all dealings with the Company under this Agreement, you shall act
on behalf of each of the several Underwriters, and any action under this
Agreement taken by you or by any one of you designated in the applicable Terms
Agreement will be binding upon all the Underwriters.

                  12. APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                       23
<PAGE>   24

                                                                       EXHIBIT A

                                     KEYCORP

                              (an Ohio corporation)

                              [Title of Securities]

                                 TERMS AGREEMENT
                                 ---------------

                           Dated: ______________, 200_

To:      KeyCorp
         127 Public Square
         Cleveland, Ohio  44114

Attention:

Dear Sirs:

                  We (the "Representative") understand that KeyCorp, an Ohio
corporation (the "Company"), proposes to issue and sell [[$ aggregate principal
amount] of its [senior debt securities] [and] [subordinated [convertible] debt
securities] (the "Debt Securities")] [and] [ shares of its [convertible]]
preferred stock (the "Preferred Stock")] [ depositary shares (the "Depositary
Shares") each representing ______ of a share of preferred stock]. Subject to the
terms and conditions set forth herein or incorporated by reference herein, the
Underwriters named below (the "Underwriters") offer to purchase, severally and
not jointly, the respective amounts of [Debt Securities] [and] [Preferred Stock]
[Depositary Shares] set forth below.

<TABLE>
<CAPTION>
                                   Principal                           Principal                   Principal
                                   Amount of                           Amount of                   Amount of
   Name of                            Debt                             Preferred                  Depositary
Underwriter                        Securities                            Stock                      Shares
- ----------------------------------------------------------------------------------------------------------------



<S>                                 <C>                                <C>                        <C>
Total                               $                                  $                          $
</TABLE>


                                       24
<PAGE>   25


                                 DEBT SECURITIES

Title of Debt Securities:

Principal amount to be issued:              $

Senior or Subordinated:

Currency:

Current ratings:

Interest rate or formula:                   %

Interest payment dates:

Date of maturity:

Redemption provisions:

Sinking fund requirements:

Initial public offering price:              % of the principal amount, plus
                                            accrued interest, if any, [or
                                            amortized original issue discount,
                                            if any,] from ____, 20_.

Purchase price:                             % of the principal amount, plus
                                            accrued interest, if any, [or
                                            amortized original issue discount,
                                            if any,] from ____, 20_ (payable in
                                            next day funds).

Listing requirement:                        [None] [NYSE] [OTHER]

Convertible:

Conversion provisions:

Closing date and location:

Additional representations, if any:

Redemption provisions:

Lock-up provisions:

Sinking fund requirements:

Number of Option Securities, if any:



                                       25
<PAGE>   26

Other terms and conditions:



                                       26
<PAGE>   27

                                 PREFERRED STOCK

Title of Preferred Stock:

Principal amount to be issued:              $

Currency:

Annual cash dividend rate:                  % Payable:

Liquidation preference per Share:

Initial public offering price:              %, plus accrued interest or
                                            amortized original issue discount,
                                            if any, from ______, 20___.

Purchase price:                             %, plus accrued interest or
                                            amortized original issue discount,
                                            if any, from ______, 20____ (payable
                                            in next day funds).

Listing requirement:                        [None] [NYSE] [OTHER]

Convertible:

Initial Conversion price:                   $___ per share of [Common Stock]
                                            [Preferred Stock] [Capital
                                            Securities].

Other conversion provisions:

Closing date and location:

Additional representations, if any:

Redemption provisions:

Lock-up provisions:

Sinking fund requirements:

Number of Option Securities, if any:

Other terms and conditions:


                                       27
<PAGE>   28

                                DEPOSITARY SHARES

Title of Depositary Shares:

Principal amount to be issued:              $

Currency:

Fractional amount of Preferred
                  Stock represented by

                  each Depositary Share:

Initial public offering price
         per Depositary Share:              % of the principal amount, plus
                                            accrued interest [or amortized
                                            original issue discount], if any,
                                            from _______, 20__.

Purchase price per Depositary Share:
                  (amount equal to the initial public

                  offering price set forth above, less

                  $_____  per Depositary Share).

Annual cash dividend amount:                $ Payable:

Closing date and location:

Additional representations, if any:

Redemption provisions:

Lock-up provisions:

Sinking fund requirements:

Number of Option Securities, if any:

Other terms and conditions:


                                       28
<PAGE>   29

                                    WARRANTS

Title of Warrants:

Number to be issued:

Currency:

Initial public offering price per Warrant:           $

Purchase price per Warrant:                          $

Listing requirement:                                 [None] [NYSE] [OTHER]

Exercisable for:

Exercise price:

Exercise provisions:

Closing date and location:

Additional representations, if any:

Redemption provisions:

Lock-up provisions:

Other terms and conditions:




                  Each Underwriter severally agrees, subject to the terms and
provisions of the above referenced Underwriting Agreement Standard Provisions
which is incorporated herein in its entirety and made a part hereof, to purchase
the principal amount of Offered Securities set forth opposite its name and a
proportionate share of Option Securities to the extent any are purchased.

                  This Agreement shall be governed by and construed in
accordance with, the laws of the State of New York.

                  If the foregoing is in accordance with your understanding of
the agreement between you and the Company, please sign and return to the Company
a counterpart hereof, whereupon this instrument, along with all counterparts and
together with the Underwriting Agreement Standard Provisions, shall be a binding
agreement between the Underwriters named



                                       29
<PAGE>   30

herein and the Company in accordance with its terms and the terms of the
Underwriting Agreement Standard Provisions.

                                          [Representative[s]]


                                          By____________________________________

                                          Acting on behalf of themselves and the
                                          other named Underwriters

Confirmed and accepted as of
the date first above written:

KeyCorp

By_________________________
    Name and Title:



                                       30
<PAGE>   31

                                    EXHIBIT I

                                     KEYCORP

                              [Title of Securities]

                            DELAYED DELIVERY CONTRACT
                            -------------------------

                            -------------------------
                                  [Insert date]

KeyCorp

[Names of Representatives]

Gentlemen:

                  The undersigned hereby agrees to purchase from KeyCorp (the
"Company"), and the Company agrees to sell to the undersigned, as of the date
hereof, for delivery on _______, 20__ ("Delivery Date") $_________ principal
amount of the Company's [insert title of Security] (the "Securities"), offered
by the Company's Prospectus relating thereto, receipt of a copy of which is
hereby acknowledged, at a purchase price of [ % of the principal amount thereof
plus accrued interest, if any, from ______, 20__,] [and $____ per share of
Preferred Stock] [and $ per Warrant, respectively] to the Delivery Date and on
the further terms and conditions set forth in this contract.

                  Payment for the Securities that the undersigned has agreed to
purchase for delivery on a Delivery Date shall be made to the Company or its
order by certified or official bank check in New York Clearing House (next day)
funds at the office of __________________ at ______ A.M. on that Delivery Date
upon delivery to the undersigned of the Securities to be purchased by the
undersigned for delivery on that Delivery Date in definitive form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than five
full business days prior to that Delivery Date.

                  The obligation of the Company to make delivery of and accept
payment for, and the obligation of the undersigned to take delivery of and make
payment for, Securities on the Delivery Date shall be subject only to the
conditions that (1) investment in the Securities shall not on the Delivery Date
be prohibited under the laws of any jurisdiction to which the undersigned is
subject, which investment the undersigned represents is not prohibited on the
date hereof, and (2) the Company, on or before _______, 20__, shall have sold to
the Underwriters the amount of the Securities to be sold to them pursuant to the
Underwriting Agreement referred to in the Prospectus mentioned above.



                                       31
<PAGE>   32

                  Promptly after completion of the sale to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.

                  This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.

                  It is understood that the Company will not accept Delayed
Delivery Contracts for an aggregate principal amount of Securities in excess of
$____ and that the acceptance of this contract and any other similar contracts
is in the Company's sole discretion and, without limiting the foregoing, need
not be on a first-come, first-served basis. If this contract is acceptable to
the Company, it is requested that the Company sign the form of acceptance below
and mail or deliver one of the counterparts hereof to the undersigned at its
address set forth below. This will become a binding contract between the Company
and the undersigned when such counterpart is so mailed or delivered.


                                       32
<PAGE>   33

                  This contract shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                           Very truly yours,




                                           (Name of Purchaser)


                                           By:_______________________________




                                           (Title of Signatory)





                                           (Address of Purchaser)

Accepted, as of the above date.

KeyCorp

By:___________________________
     [Insert title]



                                       33
<PAGE>   34


                                   EXHIBIT II

                  Pursuant to Section 5(e) of the Underwriting Agreement, the
independent auditors shall furnish letters to the Underwriters 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



                                       34
<PAGE>   35

                  (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 Representative(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 Representative(s) and agreed to by officers of the
Company.

                                       35
</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-4.L
<SEQUENCE>4
<FILENAME>l84408aex4-l.txt
<DESCRIPTION>EXHIBIT 4(L)
<TEXT>

<PAGE>   1
                                                                    Exhibit 4(l)

THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS
ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF
KEYCORP AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

CUSIP NO. ______________

REGISTERED
PRINCIPAL AMOUNT  $_______________
No. FL - ____________

                                     KEYCORP
                           MEDIUM-TERM NOTE, SERIES F
                                 (FLOATING RATE)


                  Due from 9 Months or More from Date of Issue

              If the registered owner of this Security (as indicated below) is
The Depository Trust Company (the "Depository") or a nominee of the Depository,
this Security is a Global Security and the following two legends apply:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.



                                       1
<PAGE>   2

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY:

BASE RATE:
 If LIBOR:    [ ] LIBOR Telerate
              [ ] LIBOR Reuters
              [ ] Other:

INITIAL INTEREST RATE:

INDEX MATURITY:

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

CALCULATION AGENT:

CALCULATION DATE:

SINKING FUND:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

CMT TELERATE PAGE:

INTEREST DETERMINATION DATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST PAYMENT PERIOD:

INTEREST PAYMENT DATES:

PAYING AGENT:

PLACE OF PAYMENT:

OPTION TO ELECT REPAYMENT: [ ] YES  [ ] NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

OPTIONAL REDEMPTION: [ ] YES  [ ] NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES  [ ] NO

FOREIGN CURRENCY:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS:
[ ] YES  [ ] NO

EXCHANGE RATE AGENT:

ADDITIONAL AMOUNTS:

DEFEASANCE:  [ ] YES  [ ] NO

COVENANT DEFEASANCE:  [ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET:
[ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

TOTAL AMOUNT OF OID:

INITIAL ACCRUAL PERIOD OID:

ORIGINAL YEILD TO MATURITY:

OTHER/DIFFERENT PROVISIONS:



                                       2
<PAGE>   3


                  KEYCORP, an Ohio corporation (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of ___________________Dollars ($)
on the Stated Maturity shown above (except to the extent redeemed, repaid or
renewed prior to the Stated Maturity) and to pay interest thereon at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date (if the
first Interest Reset Date is later than the Original Issue Date) and thereafter
at the interest rate determined by reference to the Base Rate shown ab0ove, plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
shown above, determined in accordance with the provisions on the reverse hereof,
until the principal hereof is paid or duly made available for payment; PROVIDED,
HOWEVER, that the interest rate in effect for the 10 days immediately prior to
the Maturity Date (as defined below) of this Security will be that in effect on
the 10th day preceding such date. The Company will pay interest on each Interest
Payment Date specified above, commencing with the first Interest Payment Date
(except as provided in the next succeeding paragraph) next succeeding the
Original Issue Date, and on the Stated Maturity, any Redemption Date or
Repayment Date (such terms together are hereinafter referred to as a "Maturity
Date" with respect to the principal repayable on such date); PROVIDED, HOWEVER,
that any payment of principal (or premium, if any) or interest to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as
defined below) shall be made on the next succeeding Business Day (except that in
the case of interest payments on an Interest Payment Date and if the Base Rate
specified above is LIBOR, and such day falls in the next succeeding calendar
month, such payment will be made on the next preceding Business Day) as
described on the reverse hereof.

                  For purposes of this Security, unless otherwise specified on
the face hereof, "Business Day" means any day, other than a Saturday or Sunday,
that is not a legal holiday nor a day on which commercial banks are authorized
or required by law, regulation or executive order to close in New York City;
PROVIDED, HOWEVER, that with respect to foreign currency Notes, such day is also
not a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency (or if the
Specified Currency is the euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express transfer (TARGET)
System is open); PROVIDED, FURTHER, that with respect to Securities to which
LIBOR (as defined below) is an applicable interest rate basis, such day is also
a London Business Day.

                  "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, except that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Portuguese escudos, South African rand and Swiss francs, the Principal
Financial Center shall be New York City, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Johannesburg and Zurich, respectively.

                  "London Business Day" means a day on which commercial banks
are open for business (including dealings in the designated LIBOR Currency) in
London.



                                       3
<PAGE>   4

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture (referred
to on the reverse hereof), be paid to the person (the "Holder") in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the 15th day (whether or not a Business Day) next preceding such
Interest Payment Date (a "Regular Record Date"); PROVIDED, HOWEVER, that, if
this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest for the period
beginning on the Original Issue Date and ending on such initial Interest Payment
Date shall be paid on the Interest Payment Date following the next succeeding
Regular Record Date to the Holder on such Regular Record Date; and PROVIDED
FURTHER that interest payable on the Maturity Date will be payable to the person
to whom the principal hereof shall be payable. Any such interest not so
punctually paid or duly provided for ("Defaulted Interest") will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed by
the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture.

                  Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be. Such request may be in writing
with a signature guarantee, mailed or hand delivered, or by cable, telex or
other form of facsimile transmission. The Holder hereof may elect to receive
payment in such Specified Currency for all principal, premium, if any, and
interest payments and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the Regular Record Date or at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency and any
such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such
payments.



                                       4
<PAGE>   5

                  In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.

                  Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by check mailed to the
registered address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the
Specified Currency is U.S. dollars and the Holder hereof is the Holder of
U.S.$1,000,000 or more in aggregate principal amount of Securities of the series
of which this Security is a part (whether having identical or different terms
and provisions) or (ii) the Specified Currency is a Foreign Currency, and the
Holder has elected to receive payments in such Specified Currency as provided
for above, such interest payments will be made by transfer of immediately
available funds, but only if appropriate instructions have been received in
writing by the Trustee on or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may provide appropriate instructions to the Trustee, and all such
payments will be made in immediately available funds to an account maintained by
the payee with a bank, but only if such bank has appropriate facilities
therefor. Unless otherwise specified above, the principal hereof (and premium,
if any) and interest hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at the corporate
trust office of the Trustee maintained for that purpose in the Borough of
Manhattan, The City and State of New York (or at such other location as may be
specified above). The Company will pay any administrative costs imposed by banks
in making payments in immediately available funds, but, except as otherwise
provided under Additional Amounts above, any tax, assessment or governmental
charge imposed upon payments will be borne by the Holders of the Securities in
respect of which such payments are made.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.



                                       5
<PAGE>   6


                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.

                                        KEYCORP

                                             By:
                                                    ----------------------------
                                             Title:
                                                    ----------------------------


        [Seal]                               Attest:
                                                    ----------------------------
                                                    Assistant Secretary






Dated:                                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                                             This is one of the Securities of
                                             the series designated therein
                                             referred to in the within-mentioned
                                             Indenture

                                             BANKERS TRUST COMPANY,

                                             as Trustee

                                             By:
                                                 ------------------------------
                                                 Authorized Signatory




                                       6
<PAGE>   7


                                [REVERSE OF NOTE]

                                     KEYCORP
                           MEDIUM-TERM NOTE, SERIES F

                  Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "Securities") of the Company, issued and
to be issued in one or more series under and pursuant to an indenture, dated as
of June 10, 1994, as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and Bankers Trust Company, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture with respect to a series of which this Security is a part), to which
indenture and all indentures supplemental thereto, reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, which is unlimited in aggregate principal amount.

                  Section 2. PAYMENTS. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in such Specified
Currency, the amount of U.S. dollar payments to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the highest bid quotation
in New York City at approximately 11:00 A.M., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers selected by the Exchange Rate Agent (one of which may be the
Exchange Rate Agent unless the Exchange Rate Agent is the applicable agent to or
through which this Security was originally sold) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three of such bid quotations are not available, payments will be made in the
Specified Currency.

                  Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for settlement of transactions by public institutions of or within
the international banking community, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in New York City
for cable transfers of such Specified Currency as certified for customs purposes
(or, if not so certified as otherwise determined) by the Federal Reserve Bank of
New York (the "Market Exchange Rate") as computed by the Exchange Rate Agent for
such Specified Currency on the second Business Day prior to such payment or, if
the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated on the face
hereof. Any payment made under such circumstances in U.S. dollars where the
required



                                       7
<PAGE>   8

payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default or Default under the Indenture.

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder of this Security.

                  All currency exchange costs will be borne by the Holder of
this Security through deductions from payments otherwise due to such Holder.

                  Section 3. INTEREST RATE CALCULATIONS. Unless otherwise set
forth on the face hereof, the following provisions of this Section 3 shall apply
to the calculation of interest on this Security. If the first Interest Reset
Date is later than the Original Issue Date, this Security will bear interest
from its Original Issue Date to the first Interest Reset Date (as defined below)
at the Initial Interest Rate set forth on the face hereof. Thereafter, the
interest rate hereon for each Interest Reset Period (as defined below) will be
determined by reference to the Base Rate set forth on the face hereof, as
adjusted by the Spread, the Spread Multiplier or other formula, if any, set
forth on the face hereof.

                  As set forth on the face hereof, this Security may also have
either or both of the following: (i) a maximum limitation, or ceiling, on the
rate at which interest may accrue during any Interest Reset Period (as defined
below) ("Maximum Interest Rate"); and (ii) a minimum limitation, or floor, on
the rate at which interest may accrue during any Interest Reset Period ("Minimum
Interest Rate"). In addition to any Maximum Interest Rate that may be set forth
on the face hereof, the interest rate on this Security will in no event be
higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.

                  The rate of interest hereon will be reset daily, weekly,
monthly, quarterly, semiannually or annually (each, an "Interest Reset Period")
as set forth on the face hereof. The "Interest Reset Date" is the first day of
each Interest Reset Period and will be, if this Security resets (i) daily, each
Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set
forth on the face hereof is the Treasury Rate); weekly and if the Base Rate set
forth on the face hereof is the Treasury Rate, the Tuesday of each week; (iii)
monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday
of March, June, September and December of each year; (v) semiannually, the third
Wednesday of each of the two months set forth on the face hereof; and (vi)
annually, the third Wednesday of the month set forth on the face hereof. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be the next succeeding Business Day, except that, if
the Base Rate set forth on the face hereof is LIBOR, if such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.

                  The "Interest Determination Date" is the date as of which the
new interest rate is determined for a particular Interest Reset Date, based on
the applicable interest rate basis or



                                       8
<PAGE>   9

formula as of that Interest Determination Date. If the Base Rate set forth on
the face hereof is the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate or the Prime Rate, the Interest Determination Date pertaining
to an Interest Reset Date for this Security will be the second Business Day next
preceding such Interest Reset Date. If the Base Rate set forth on the face
hereof is the 11th District Cost of Funds Rate, the Interest Determination Date
pertaining to an Interest Reset Date for this Security will be the last working
day of the month immediately preceding such Interest Reset Date on which the
Federal Home Loan Bank of San Francisco published the 11th District Cost of
Funds Index (the "11th District Cost of Funds Index"). If the Base Rate set
forth on the face hereof is LIBOR, the Interest Determination Date pertaining to
an Interest Reset Date for this Security will be the second London Business Day
next preceding such Interest Reset Date (unless the designated LIBOR Currency is
British pounds sterling, in which case the Interest Determination Date will be
the Interest Reset Date). If the Base Rate set forth on the face hereof is the
Treasury Rate, the Interest Determination Date pertaining to an Interest Reset
Date for this Security will be the day of the week in which such Interest Reset
Date falls on which Treasury bills of the same index maturity are auctioned.
Treasury bills are usually sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is usually held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next week. If an auction falls on any
Interest Reset Date, then the Interest Reset Date will instead be the first
Business Day immediately following the auction sale.

                  Unless otherwise set forth on the face hereof, the
"Calculation Date", where applicable, pertaining to an Interest Determination
Date is the earlier of (i) the 10th calendar day after such Interest
Determination Date, or if any such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Stated Maturity, as the case may be.

                  The Company will appoint and enter into an agreement with an
agent (a "Calculation Agent") to calculate the rate of interest on the
Securities of this series which bear interest at a floating rate. Unless
otherwise set forth on the face hereof, KeyBank National Association will be the
Calculation Agent. At the request of the Holder hereof, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next succeeding Interest Reset Date.

                  Notwithstanding any of the foregoing, the interest rate
thereon shall not be greater than the Maximum Interest Rate, if any, or less
than the Minimum Interest Rate, if any, shown on the face hereof. In addition,
the interest rate hereon shall in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

                  Interest will be payable on, unless specifically set forth on
the face hereof, if this Security resets (i) daily, weekly or monthly, the third
Wednesday of each month or the third Wednesday of March, June, September and
December of each year, as set forth on the



                                       9
<PAGE>   10

face hereof unless if the Base Rate is the 11th District Cost of Funds Rate;
(ii) monthly and the Base Rate set forth on the face hereof is the 11th District
Costs of Funds Rate, then the first calendar day of each month as set forth on
the face hereof; (iii) quarterly, the third Wednesday of March, June, September
and December of each year; (iv) semiannually, the third Wednesday of each of the
two months set forth on the face hereof; and (v) annually, the third Wednesday
of the month set forth on the face hereof (each, an "Interest Payment Date"),
and in each case, on the Maturity Date or at redemption or repurchase.

                  The interest payable hereon on each Interest Payment Date and
on the Maturity Date shall be the amount of interest accrued from and including
the Original Issue Date or the last Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, to, but excluding, the next
succeeding Interest Payment Date or the Maturity Date, as the case may be. If
the Stated Maturity falls on a day which is not a Business Day, the payment of
principal, premium, if any, and interest with respect to the Stated Maturity
will be paid on the next succeeding Business Day with the same force and effect
as if made on the Stated Maturity, and no interest shall accrue on the amount so
payable as a result of such delayed payment. If an Interest Payment Date other
than the Stated Maturity falls on a day that is not a Business Day, such
Interest Payment Date will be postponed to the next day that is a Business Day
and interest will accrue for the period of such postponement (except if the Base
Rate specified above is LIBOR, and such day falls in the next succeeding
calendar month, such Interest Payment Date will be advanced to the immediately
preceding Business Day), it being understood that, to the extent this sentence
is inconsistent with Section 112 of the Indenture, the provisions of this
sentence shall apply in lieu of such Section.

                  Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. The accrued interest
factor will be computed by adding the interest factor calculated for each day in
the interest period or from the date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate in effect on that day (1) by 360, if the Base Rate set forth on
the face hereof is the CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime
Rate, LIBOR or 11th District Cost of Funds Rate (as described below), or (2) by
the actual number of days in the year, if the Base Rate set forth on the face
hereof is the Treasury Rate or CMT Rate. The interest rate applicable to any day
that is an Interest Reset Date is the interest rate as determined, in accordance
with the procedures hereinafter set forth, with respect to the Interest
Determination Date pertaining to such Interest Reset Date. The interest rate
applicable to any other day is the interest rate for the immediately preceding
Interest Reset Date (or, if none, the Initial Interest Rate, as set forth on the
face hereof).

                  All percentages used in or resulting from any calculation with
respect hereto will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 7.123455% (or 0.07123455) being rounded
to 7.12346% (or 0.0712346) and 7.123454% (or 0.07123454) being rounded to
7.12345% (or 0.0712345)). All currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded upward).




                                       10
<PAGE>   11

                  Subject to applicable provisions of law and except as
specified herein, with respect to each Interest Determination Date, the rate of
interest shall be the rate determined by the Calculation Agent in accordance
with the provisions of the applicable heading below.

                  DETERMINATION OF CD RATE. If the Base Rate set forth on the
face hereof is the CD Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CD Rate and
the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless
otherwise set forth on the face hereof, the "CD Rate" means, with respect to any
Interest Determination Date, the rate on such date for negotiable certificates
of deposit having the Index Maturity set forth on the face hereof as published
by the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs
(secondary market)" (or any other heading that is the then applicable heading
established to describe such Index Maturity).

                  The "Index Maturity" is the period to maturity of the
instrument or obligation with respect to which the related interest rate basis
or formulae will be calculated.

                  However, if the above rate is not published in H.15(519) by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the CD Rate will be the rate on such Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity set forth on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the caption "CDs (secondary market)". "H.15 Daily Update" means the daily
update of H.15(519), available through the Internet site of the Board of
Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication. If by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, such rate is not yet published
in H.15(519), H.15 Daily Update or another recognized electronic source, the
Calculation Agent will determine the CD Rate on such Interest Determination Date
and it will be the arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time, on such Interest Determination Date, for
certificates of deposit in the denomination of $5,000,000 with a remaining
maturity closest to the Index Maturity set forth on the face hereof of three
leading nonbank dealers of negotiable U.S. dollar certificates of deposit in New
York City selected by the Calculation Agent for negotiable certificates of
deposit of major United States money center banks of the highest credit standing
in the market for negotiable certificates of deposit. However, if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as set
forth above, the CD Rate in effect for the applicable period will be the same as
the CD Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Rate Period, the rate of interest payable on the CD Rate
Notes for which such CD Rate is being determined shall be the Initial Interest
Rate).




                                       11
<PAGE>   12

                  DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier,
if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if
any, set forth on the face hereof. Unless otherwise set forth on the face
hereof, the "Commercial Paper Rate" means, with respect to any Interest
Determination Date pertaining thereto, the Money Market Yield (calculated as
described below) of the rate on such date for commercial paper having the Index
Maturity set forth on the face hereof, as such rate shall be published in
H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date under
the caption "Commercial Paper--Nonfinancial". If the above rate is not published
in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper having the Index Maturity set
forth on the face hereof as published in H.15 Daily Update or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "Commercial Paper - Nonfinancial". If by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date
such rate is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M.,
New York City time, on such Interest Determination Date of three leading dealers
in commercial paper in New York City selected by the Calculation Agent for
commercial paper having the Index Maturity set forth on the face hereof placed
for an industrial issuer whose bond rating is "Aa", or the equivalent, from a
nationally recognized securities rating organization. However, if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting offered
rates as mentioned in the previous sentence, the Commercial Paper Rate in effect
for the applicable period will be the same as the Commercial Paper Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on the Commercial Paper Rate Notes
for which such Commercial Paper Rate is being determined shall be the Initial
Interest Rate).

                  "Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:

                  MONEY MARKET YIELD =  D x 360 x 100
                                       -------------------
                                        360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.

                  DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate set
forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if
any, and subject to the Minimum Interest Rate and the Maximum Interest



                                       12
<PAGE>   13

Rate, if any, set forth on the face hereof. Unless otherwise set forth on the
face hereof, the "Federal Funds Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate on such date for Federal Funds
as published in H.15(519) under the caption "Federal Funds (Effective)" (or any
other heading that is the then applicable heading established to describe such
Index Maturity) as such rate is displayed on Bridge Telerate, Inc. (or any
successor service, "Telerate") on page 120 (or any other page as may replace
such page on such service) ("Telerate Page 120"). However, if not yet published
in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published in H.15 Daily Update
or such other recognized electronic source used for the purpose of displaying
such rate, under the caption "Federal Funds (Effective)". If by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date such rate does not appear on Telerate 120 or is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source, the Federal Funds Rate for such Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
for the last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in New York City, which brokers have been
selected by the Calculation Agent, as of 9:00 A.M., New York City time, on such
Interest Determination Date. However, if fewer than three brokers selected as
aforesaid by the Calculation Agent are quoting as mentioned in the prior
sentence, the Federal Funds Rate in effect for the applicable period will be the
same as the Federal Funds Rate on that Interest Determination Date.

                  DETERMINATION OF LIBOR. If the Base Rate set forth on the face
hereof is LIBOR, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to LIBOR and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any, set forth on the face hereof. With respect to
Securities indexed to the London interbank offered rate for U.S. dollar
deposits, unless otherwise set forth on the face hereof, "LIBOR" for each
Interest Determination Date will be determined by the Calculation Agent in
accordance with the following provisions:

                  (i) If "LIBOR Telerate" is specified on the face hereof, LIBOR
         will mean the rate for deposits in the LIBOR Currency (as defined
         below) of the Index Maturity set forth on the face hereof, commencing
         on the second Business Day immediately following such Interest
         Determination Date, that appears on Telerate on page 3750 (or any other
         page as may replace such page on such service) as of 11:00 A.M., London
         time, on such Interest Determination Date ("LIBOR Telerate").

                  (ii) If "LIBOR Reuters" is specified on the face hereof, LIBOR
         will be, as of the Interest Determination Date, the average of the
         offered rates for deposits in the LIBOR Currency for the period of the
         Index Maturity set forth on the face hereof, commencing on the second
         Business Day immediately following such Interest Determination Date as
         such rates appear on the Reuters Screen Page at approximately 11:00
         A.M., London time, on such Interest Determination Date if at least two
         offered rates appear on the Reuters Screen Page. "Reuters Screen Page"
         means the display on



                                       13
<PAGE>   14

          the Reuters Monitor Money Rates Service (or any successor service) on
          the page specified on the face hereof (or any other page as may
          replace such page on that service for the purpose of displaying London
          interbank offered rates of major banks).

                  If neither LIBOR Telerate nor LIBOR Reuters is specified in
         the applicable LIBOR Note, LIBOR will be determined as if LIBOR
         Telerate had been specified.

                  (iii) If (a) in the case where paragraph (i) above applies, no
         rate appears on the Telerate Page 3750 or (b) in the case where
         paragraph (ii) above applies, fewer than two offered rates appear on
         the Reuters Screen Page, the Calculation Agent will request the
         principal London offices of each of four major banks in the London
         interbank market, as selected by the Calculation Agent, to provide the
         Calculation Agent with its offered quotation for deposits in United
         States dollars for the period of the specified Index Maturity to prime
         banks in the London interbank market at approximately 11:00 A.M.,
         London time, on such Interest Determination Date and in a principal
         amount equal to an amount of not less than U.S.$1 million that is
         representative of a single transaction in such market at such time. If
         at least two such quotations are provided, LIBOR will be the arithmetic
         mean of such quotations. If fewer than two quotations are provided,
         LIBOR in respect of such Interest Determination Date will be the
         arithmetic mean of rates quoted by three major banks in the Principal
         Financial Center selected by the Calculation Agent at approximately
         11:00 A.M. in the Principal Financial Center, on such Interest
         Determination Date for loans in LIBOR Currency to leading European
         banks, for the period of the specified Index Maturity and in a
         principal amount of not less than U.S. $1 million that is
         representative of a single transaction in such market at such time.
         However, if fewer than three banks as selected by the Calculation Agent
         are quoting rates as mentioned in the prior sentence, "LIBOR" for such
         Interest Reset Period will be the same as LIBOR for the immediately
         preceding Interest Reset Period (or, if there was no such Interest
         Reset Period, the rate of interest payable on the LIBOR Notes for which
         LIBOR is being determined shall be the Initial Interest Rate).

                  "LIBOR Currency" means the currency specified on the face
         hereof as to which LIBOR shall be calculated or, if no such currency is
         specified, United States dollars.

                  DETERMINATION OF PRIME RATE. If the Base Rate set forth on the
face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Prime Rate and the Spread and/or Spread Multiplier, if any, and subject to the
Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof, the "Prime Rate"
means, with respect to any Interest Determination Date pertaining thereto, the
prime rate or base lending rate on such date as published in H.15(519) by 3:00
P.M., New York City time, on the Calculation Date for that Interest
Determination Date, under the caption "Bank Prime Loan" (or any other heading
that is the then applicable heading established to describe such Index
Maturity). If such rate is not yet published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
Prime Rate will be the



                                       14
<PAGE>   15

rate on such Interest Determination Date as published in H.15 Daily Update, or
such other recognized source used for the purpose of displaying such rate, under
the caption "Bank Prime Loan."

                  If the rate is not published in H.15(519), H.15 Daily Update
or another recognized electronic source by 3:00 P.M., New York City time, on the
Calculation Date, then the Calculation Agent will determine the Prime Rate to be
the average of the rates of interest publicly announced by each bank named on
the Reuters Monitor Money Rates Service screen designated as "U.S. Prime 1"
("Reuters screen U.S. Prime 1", such term to include such other page as may
replace the U.S. Prime 1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks) as that bank's
prime rate or base lending rate as in effect for such Interest Determination
Date. If at least one rate but fewer than four such rates appear on the Reuters
screen U.S. Prime 1 for such Interest Determination Date, the Prime Rate shall
be the average of the prime rates or base lending rates quoted (on the basis of
the actual number of days in the year divided by 360) as of the close of
business on such Interest Determination Date by three major money center banks
in New York City selected by the Calculation Agent. If the banks selected by the
Calculation Agent are not quoting as mentioned above, the Prime Rate will remain
the Prime Rate then in effect on the Interest Determination Date.

                  DETERMINATION OF TREASURY RATE. If the Base Rate set forth on
the face hereof is the Treasury Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to
the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on
the face hereof. Unless otherwise set forth on the face hereof, the "Treasury
RATE" means, with respect to any Interest Determination Date pertaining thereto,
the rate for the auction of direct obligations of the United States ("Treasury
bills") held on such Interest Determination Date having the Index Maturity set
forth on the face hereof under the caption "INVESTMENT RATE" on the display on
Telerate on page 56 (or any other page as may replace such page on such service)
or page 57 (or any other page as may replace such page on such service) by 3:00
P.M., New York City time, on the Calculation Date for such Interest
Determination Date. However, if not yet published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the
auction rate of such Treasury bills as published in H.15 Daily Update, or such
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities Treasury Bills/Auction High." If the
rate is not so published by 3:00 P.M., New York City time, on the Calculation
Date and cannot be determined as described in the immediately preceding
sentence, the Treasury Rate will be the Bond Equivalent Yield of the auction
rate of such Treasury bills as otherwise announced by the United States
Department of the Treasury. In the event that the results of the most recent
auction of Treasury bills having the Index Maturity set forth on the face hereof
are not published or announced as described above by 3:00 P.M., New York City
time, on such Calculation Date, or if no auction is held on the Interest
Determination Date, then the Treasury Rate will be the Bond Equivalent Yield on
such Interest Determination Date of Treasury bills having the Index Maturity
specified on the face hereof as published in




                                       15
<PAGE>   16

H.15(519) under the caption "U.S. Government securities/Treasury bills/Secondary
market" or, if not published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on such Interest Determination Date of such Treasury
bills as published in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, under the caption "U.S.
Government securities/Treasury bills/Secondary market. If such rate is not
published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 P.M., New York City time, on the related Calculation Date, then
the Calculation Agent will determine the Treasury Rate to be the Bond Equivalent
Yield of the average of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Interest Determination Date, of three leading
primary United States government securities dealers in New York City selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity set forth on the face hereof. However, if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in the prior sentence, the Treasury Rate for the applicable period
will remain the Treasury Rate then in effect on that Interest Determination Date
(or, if there was no such Interest Determination Date, the rate of interest
payable on the Treasury Rate Notes for which the Treasury Rate is being
determined shall be the Initial Interest Rate).

         "Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                  Bond Equivalent Yield =    D x N x 100
                                           -----------------
                                             360 - (D x M)

                  DETERMINATION OF CMT RATE. If the Base Rate set forth on the
face hereof is the CMT Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CMT Rate and
the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless
otherwise set forth on the face hereof, the "CMT Rate" means, with respect to
any Interest Determination Date pertaining thereto, the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption "Treasury
Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays
Approximately 3:45 P.M.", under the column for the Designated CMT Maturity Index
(as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate
on such Interest Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the weekly or monthly average for the week or the month, as set forth
on the face hereof, ended immediately preceding the week or month in which the
related Interest Determination Date occurs. If such rate is no longer displayed
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the CMT Rate for such Interest Determination
Date will be the Treasury constant maturity rate for the Designated CMT Maturity
Index as published in H.15(519). If such rate is not published in H.15(519) by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the CMT Rate for such Interest Determination
Date will be such Treasury constant maturity rate (or other United States
Treasury rate) for the Designated CMT Maturity Index for the Interest
Determination Date as may then be published by either the Board of Governors of
the Federal Reserve



                                       16
<PAGE>   17

System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in H.15(519). If such information is
not provided by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Calculation Agent will
determine the CMT Rate for such Interest Determination Date to be a yield to
maturity based on the average (rounded to the nearest one hundred-thousandth of
a percentage point) of the secondary market closing offered rates as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, reported according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in New
York City. The Calculation Agent will select five Reference Dealers and will
eliminate the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("U.S. Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such U.S. Treasury Note quotations, the
CMT Rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity based on the average (rounded
to the nearest one hundred-thousandth of a percentage point) of the secondary
market offered rates as of approximately 3:30 P.M., New York City time, on the
Interest Determination Date reported by three Reference Dealers in New York City
(selected using the same method described in the preceding sentence), for U.S.
Treasury Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least
U.S.$100 million. If two U.S. Treasury Notes with an original maturity have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the Calculation Agent will obtain quotations for the U.S. Treasury Note with the
shorter remaining term to maturity. If only three or four (but not five) of such
Reference Dealers are quoting as described above, then the CMT Rate shall be
based on the average (rounded to the nearest one hundred-thousandth of a
percentage point) of the offered rates obtained from all such Reference Dealers,
without eliminating the Reference Dealers providing the highest and the lowest
of such quotes. If fewer than three such Reference Dealers are quoting as
described above, then the CMT Rate shall be the CMT Rate in effect on such
Interest Determination Date.

                  "Designated CMT Telerate Page" means the display on Telerate
on the page specified under "CMT Telerate Page" on the face hereof (or any other
page as may replace such page on that service) for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)). If no such page is so
specified, the Designated CMT Telerate Page shall be 7052.

                  "Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified under "Index Maturity" on the face hereof with respect to which
the CMT Rate will be calculated. If no such maturity is so specified, the
Designated CMT Maturity Index shall be two years.



                                       17
<PAGE>   18

                  DETERMINATION OF 11TH DISTRICT COST OF FUNDS RATE. If the Base
Rate set forth on the face hereof is the 11th District Cost of Funds Rate, this
Security will bear interest for each Interest Reset Period at the Interest Rate
calculated with reference to the 11th District Cost of Funds Rate and the Spread
and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and
Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise
set forth on the face hereof, "11th District Cost of Funds Rate" means, with
respect to any Interest Determination Date, the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding the
month in which such Interest Determination Date falls, as set forth under the
caption "11th District" on Telerate on page 7058 as of 11 A.M., San Francisco
time, on the Calculation Date for that Interest Determination Date. If such rate
does not appear on Telerate page 7058 by 11:00 A.M., San Francisco time, on the
Calculation Date, then the "11th District Cost of Funds Rate" means the rate
equal to the monthly weighted average cost of funds paid by member institutions
of the 11th Federal Home Loan Bank District, as announced by the Federal Home
Loan Bank of San Francisco, for the month immediately preceding the Interest
Determination Date. If no announcement was made relating to the month preceding
the Interest Determination Date, the 11th District Cost of Funds Rate will
remain the 11th District Cost of Funds Rate then in effect on the Interest
Determination Date.

                  References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.

                  Section 4. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination of such
Security) on or after the date designated as the Initial Redemption Date on the
face hereof at 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on
the face hereof, together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price is 100% of such amount.
The Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 days prior to the Redemption
Date. In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities
of the series, of which this Security is a part, with differing issue dates,
interest rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. If less than all of the Securities with like tenor and terms to
this Security are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.



                                       18
<PAGE>   19

                  Section 5. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity at the option of the
Holder on each applicable Repayment Date shown on the face hereof at the
Repayment Price shown on the face hereof, together with accrued interest to the
Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 30 but not more than 45 days prior to a Repayment Date this
Security with the form attached hereto entitled "OPTION TO ELECT REPAYMENT" duly
completed. Except as set forth in Section 308 of the Indenture, any tender of
this Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be canceled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.

                  Section 6. SINKING FUND. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking fund.

                  Section 7. DISCOUNT SECURITIES. If this Security (such
Security being referred to as an "Original Issue Discount Security") (a) has
been issued at an Issue Price lower, by more than a de minimis amount (as
determined under United States federal income tax rules applicable to original
issue discount instruments), than its "stated redemption price at Maturity" (as
defined below) and (b) would be considered an original issue discount security
for United States federal income tax purposes, then the amount payable on this
Security in the event of redemption by the Company, repayment at the option of
the Holder or acceleration of the maturity hereof, in lieu of the principal
amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or
acceleration. The "Amortized Face Amount" of this Security shall be the amount
equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus
(b) the aggregate of the portions of the original issue discount (the excess of
the amounts considered as part of the "stated redemption price at maturity" of
this Security within the meaning of Section 1273(a)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"), whether denominated as principal or
interest, over the Issue Price of this Security) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the "stated redemption
price at maturity" of this Security which has been paid on this Security from
the date of issue to the date of determination.

                  Section 8. MODIFICATION AND WAIVERS. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series. Such amendment may be effected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding
Securities affected thereby. The Indenture also contains provisions permitting
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities, on behalf



                                       19
<PAGE>   20

of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture. Provisions in the Indenture also
permit the Holders of not less than 66-2/3% in principal amount of all
Outstanding Securities of any series to waive on behalf of all of the Holders of
all the Securities of such series and any related coupons certain past defaults
under the Indenture and their consequences. Any such consent or waiver shall be
conclusive and binding upon the Holder of this Security and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

                  Section 9. RANKING; OBLIGATIONS OF THE COMPANY ABSOLUTE. The
Securities are unsecured and rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the Specified Currency herein prescribed.

                  Section 10. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.

                  Section 11. AUTHORIZED DENOMINATIONS. Unless otherwise
provided on the face hereof, this Security is issuable only in registered form
without coupons issued in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this Security is denominated
in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the
face hereof.

                  Section 12. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

                  If the registered owner of this Security is the Depository
(such a Security being referred to herein as a "Global Security") and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company



                                       20
<PAGE>   21

within 90 days following notice to the Company or (ii) an Event of Default
occurs, the Company will issue Securities in certificated form in exchange for
this Global Security. In addition, the Company may at any time determine not to
have Securities represented by this Global Security and, in such event, will
issue Securities in certificated form in exchange in whole for this Global
Security representing such Security. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
in certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $1,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  Section 13. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.

                  Section 14. DEFINED TERMS. All terms used in this Security
which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.

                  Section 15. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York.



                                       21
<PAGE>   22


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM - as tenants in common
                  TEN ENT - as tenants by the entireties
                  JT TEN -  as joint tenants with right of survivorship and not
                            as tenants in common


                  UNIF GIFT MIN ACT - .................Custodian................
                                          (Cust.)                    (Minor)
                               Under Uniform Gifts to Minors Act

                                      ..........................................
                                      (State)

     Additional abbreviations may also be used though not in the above list.




                                       22
<PAGE>   23

                                   ASSIGNMENTS
                                   -----------

                       FOR VALUE RECEIVED, the undersigned
                 hereby sell(s), assign(s) and transfer(s) unto:


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE: __________________

- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
     (Please print or type name and address, including zip code of assignee)

the within Security of KEYCORP and all rights thereunder and does hereby
irrevocably constitute and appoint:

- -------------------------------------------------------------------------------
Attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.

Dated
      -----------------------------           ----------------------------------
                                              NOTICE: The signature to
                                              this assignment must
                                              correspond with the name as
                                              it appears upon the face of
                                              the within Security in
                                              every particular, without
                                              alteration or enlargement
                                              or any change whatsoever.

SIGNATURE GUARANTEED:


- -------------------------------



                                       23
<PAGE>   24


                            OPTION TO ELECT REPAYMENT
                            -------------------------

                  The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the "Repayment Date" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
100% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:

- --------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned.)

                  FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT
LEAST 30 BUT NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH
REPAYMENT DATE IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE
COMPANY AT ITS OFFICE OR AGENCY, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE
OF THE TRUSTEE AT BANKERS TRUST COMPANY, 4 ALBANY STREET, MAIL STOP 5041, NEW
YORK, NEW YORK 10006, ATTENTION: CORPORATE BOND SERVICES ADMINISTRATION.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple thereof) which is to be repaid: $_______________.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount ($1,000 or any integral multiple of $1,000;
PROVIDED that any remaining principal amount of this Security shall not be less
than the minimum denomination of such Security): $_____________________.

Dated:
        --------------------------         -------------------------------------
                                           Note: The signature to this
                                           Option to Elect Repayment
                                           must correspond with the
                                           name as written upon the
                                           face of the within Security
                                           in every particular without
                                           alterations or enlargement
                                           or any change whatsoever.



                                       24
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.M
<SEQUENCE>5
<FILENAME>l84408aex4-m.txt
<DESCRIPTION>EXHIBIT 4(M)
<TEXT>

<PAGE>   1
                                                                    Exhibit 4(m)

THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS
ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF
KEYCORP AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT  $____________________
No. FX -


                                     KEYCORP
                           MEDIUM-TERM NOTE, SERIES F
                                  (FIXED RATE)


                  Due from 9 Months or More from Date of Issue

                  If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "Depository") or a nominee of the
Depository, this Security is a Global Security and the following two legends
apply:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.



                                      1
<PAGE>   2

ISSUE PRICE:

ORIGINAL ISSUE PRICE:

STATED MATURITY:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES    [ ] NO

FOREIGN CURRENCY:

EXCHANGE RATE AGENT:

PAYING AGENT:

PLACE OF PAYMENT:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS:    [ ] YES   [ ] NO

INTEREST RATE:

COMPUTATION PERIOD:

INTEREST PAYMENT DATES IF OTHER THAN JUNE 1 AND DECEMBER 1:

REGULAR RECORD DATES IF OTHER THAN MAY 15 AND NOVEMBER 15:

OPTIONAL REDEMPTION:   [ ] YES   [ ] NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

ADDITIONAL AMOUNTS:

DEFEASANCE:  [ ] YES  [ ] NO

COVENANT DEFEASANCE:  [ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET:
[ ] YES  [ ]NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[ ] YES  [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

TOTAL AMOUNT OF OID:

ORIGINAL YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

SINKING FUND:

OTHER/DIFFERENT PROVISIONS:


                                       2
<PAGE>   3


                  KEYCORP, an Ohio corporation (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of __________________ DOLLARS ($ )
on the Stated Maturity shown above (except to the extent redeemed, repaid,
renewed or extended prior to the Stated Maturity) and to pay interest thereon at
the Interest Rate shown above from the Original Issue Date shown above or from
the most recent Interest Payment Date to which interest, if any, has been paid
or duly provided for, semi-annually on June 15 and December 15 of each year
(unless other Interest Payment Dates are shown on the face hereof and except as
provided in the next succeeding paragraph) (each, an "Interest Payment Date")
until the principal hereof is paid or made available for payment and on the
Stated Maturity, any Redemption Date or Repayment Date (such terms are together
hereinafter referred to as the "Maturity Date" with respect to the principal
repayable on such date); PROVIDED, HOWEVER, that any payment of principal (or
premium, if any) or interest, if any, to be made on any Interest Payment Date or
on the Maturity Date that is not a Business Day (as defined below) shall be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the Maturity Date, as the case may be, and no
additional interest, if any, shall accrue on the amount so payable as a result
of such delayed payment.

                  For purposes of this Security, unless otherwise specified on
the face hereof, "Business Day" means any day, other than a Saturday or Sunday,
that is not a legal holiday nor a day on which commercial banks are authorized
or required by law, regulation or executive order to close in The City of New
York; PROVIDED, HOWEVER, that with respect to foreign currency Notes, such day
is also not a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency (or if the
Specified Currency is the euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express transfer (TARGET)
System is open).

                  "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, except that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Portuguese escudos, South African rand and Swiss francs, the Principal
Financial Center shall be The City of New York, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Johannesburg and Zurich, respectively.

                  Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest, if any, has been
paid or duly provided for (or from, and including, the Original Issue Date if no
interest has been paid) to, but excluding , the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "Holder") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the 15th day (whether or
not a Business Day) next preceding such Interest Payment Date (each, a "Regular
Record Date"); PROVIDED, HOWEVER, that, if this Security was issued between a
Regular Record Date and the initial Interest Payment Date relating to such
Regular Record Date, interest,




                                       3
<PAGE>   4


if any, for the period beginning on the Original Issue Date and ending on such
initial Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder hereof on such
next succeeding Regular Record Date; and PROVIDED FURTHER that interest, if any,
payable on the Maturity Date will be payable to the person to whom the principal
hereof shall be payable. Any such interest not so punctually paid or duly
provided for ("Defaulted Interest") will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee (referred to on
the reverse hereof), notice whereof shall be given to the Holder of this
Security not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner, all as more fully provided in the
Indenture.

                  Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be. Such request may be in writing
with a signature guarantee, mailed or hand delivered, or by cable, telex, or
other form of facsimile transmission. The Holder hereof may elect to receive
payment in such Specified Currency for all principal, premium, if any, and
interest payments and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the Regular Record Date or at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency and any
such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such
payments.

                  In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.



                                       4
<PAGE>   5

                  Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by check mailed to the
registered address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the
Specified Currency is U.S. dollars and the Holder hereof is the Holder of
U.S.$1,000,000 or more in aggregate principal amount of Securities of the series
of which this Security is a part (whether having identical or different terms
and provisions) or (ii) the Specified Currency is a Foreign Currency, and the
Holder has elected to receive payments in such Specified Currency as provided
for above, such interest payments will be made by transfer of immediately
available funds, but only if appropriate instructions have been received in
writing by the Trustee on or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may provide appropriate instructions to the Trustee, and all such
payments will be made in immediately available funds to an account maintained by
the payee with a bank, but only if such bank has appropriate facilities
therefor. Unless otherwise specified above, the principal hereof (and premium,
if any) and interest hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at the corporate
trust office of the Trustee maintained for that purpose in the Borough of
Manhattan, The City and State of New York (or at such other location as may be
specified above). The Company will pay any administrative costs imposed by banks
in making payments in immediately available funds, but, except as otherwise
provided under Additional Amounts above, any tax, assessment or governmental
charge imposed upon payments will be borne by the Holders of the Securities in
respect of which such payments are made.

                  Unless otherwise specified on the face hereof, interest on
this Security, if any, will be computed on the basis of a 360-day year of twelve
30-day months.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.



                                       5
<PAGE>   6


                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent on behalf of the Trustee by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.

                               KEYCORP

                               By:
                                   --------------------------------
                               Title:
                                      -----------------------------

                               Attest:
                                       ----------------------------
                                        Assistant Secretary
                  [Seal]




Dated:                         TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                               This is one of the Securities of the series
                               designated therein referred to in the
                               within-mentioned Indenture



                               BANKERS TRUST COMPANY,

                                as Trustee

                               By:
                                   ---------------------------------
                                        Authorized Signatory



                                       6
<PAGE>   7

                                [REVERSE OF NOTE]


                                     KEYCORP
                           MEDIUM-TERM NOTE, SERIES F

                  Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "Securities") of the Company, issued and
to be issued in one or more series under and pursuant to an indenture, dated as
of June 10, 1994, as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and Bankers Trust Company, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture with respect to a series of which this Security is a part), to which
indenture and all indentures supplemental thereto, reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof that is unlimited in aggregate principal amount.

                  Section 2. PAYMENTS. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in such Specified
Currency, the amount of U.S. dollar payments to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the highest bid quotation
in The City of New York at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers selected by the Exchange Rate Agent (one of which may
be the Exchange Rate Agent unless the Exchange Rate Agent is the applicable
agent to or through which this Security was originally sold) for the purchase by
the quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all Holders of Securities denominated in a Foreign Currency scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. If three of such bid quotations are not available, payments will be
made in the Specified Currency.

                  Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for settlement of transactions by public institutions of or within
the international banking community, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable transfers of such Specified Currency as certified for customs
purposes (or, if not so certified as otherwise determined) by the Federal
Reserve Bank of New York (the "Market Exchange Rate") as computed by the
Exchange Rate Agent for such Specified Currency on the second Business Day prior
to such payment or, if the Market Exchange Rate is then not available, on the
basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable pricing supplement. Any payment made under such
circumstances in U.S. dollars where the required



                                       1

<PAGE>   8


payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default or Default under the Indenture.

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder of this Security.

                  All currency exchange costs will be borne by the Holder of
this Security through deductions from payments otherwise due to such Holder.

                  References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.

                  Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination of such
Security) on or after the date designated as the Initial Redemption Date on the
face hereof at 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on
the face hereof, together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price is 100% of such amount.
The Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 days prior to the Redemption
Date. In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities
of the series, of which this Security is a part, with differing issue dates,
interest rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. If less than all of the Securities with like tenor and terms to
this Security are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

                  Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity at the option of the
Holder on each applicable Repayment Date shown on the face hereof at the
Repayment Price shown on the face hereof, together with accrued interest to the
Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 30 but not more than 45 days prior to a Repayment Date this
Security with the form attached hereto entitled "Option to Elect Repayment" duly
completed. Except as set forth in Section 308 of the Indenture, any tender of
this Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this



                                       2
<PAGE>   9

Security shall be canceled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.

                  Section 5. SINKING FUND. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking fund.

                  Section 6. DISCOUNT SECURITIES. If this Security (such
Security being referred to as an "Original Issue Discount Security") (a) has
been issued at an Issue Price lower, by more than a de minimis amount (as
determined under United States federal income tax rules applicable to original
issue discount instruments), than its "stated redemption price at maturity" (as
defined below) and (b) would be considered an original issue discount security
for United States federal income tax purposes, then the amount payable on this
Security in the event of redemption by the Company, repayment at the option of
the Holder or acceleration of the maturity hereof, in lieu of the principal
amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or
acceleration. The "Amortized Face Amount" of this Security shall be the amount
equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus
(b) the aggregate of the portions of the original issue discount (the excess of
the amounts considered as part of the "stated redemption price at maturity" of
this Security within the meaning of Section 1273(a)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"), whether denominated as principal or
interest, over the Issue Price of this Security) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the "stated redemption
price at maturity" of this Security which has been paid on this Security from
the date of issue to the date of determination.

                  Section 7. MODIFICATION AND WAIVERS. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series. Such amendment may be effected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding
Securities affected thereby. The Indenture also contains provisions permitting
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities, on behalf of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the Indenture. Provisions
in the Indenture also permit the Holders of not less than 66-2/3% in principal
amount of all Outstanding Securities of any series to waive on behalf of all of
the Holders of all the Securities of such series and any related coupons certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon the Holder of this Security and upon
all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

                  Section 8. RANKING; OBLIGATION OF THE COMPANY ABSOLUTE. The
Securities are unsecured and rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company.



                                       3
<PAGE>   10

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the Specified Currency herein prescribed.

                  Section 9. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.

                  Section 10. AUTHORIZED DENOMINATIONS. Unless otherwise
provided on the face hereof, this Security is issuable only in registered form
without coupons issued in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this Security is denominated
in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the
face hereof.

                  Section 11. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

                  If the registered owner of this Security is the Depository
(such a Security being referred to herein as a "Global Security") and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days following
notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time determine not to have Securities
represented by this Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security representing
such Security. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



                                       4
<PAGE>   11

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  Section 12. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.

                  Section 13. DEFINED TERMS. All terms used in this Security
which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.

                  Section 14. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York.





                                       5
<PAGE>   12

                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM - as tenants in common
                  TEN ENT - as tenants by the entireties
                  JT TEN -  as joint tenants with right of survivorship and not
                            as tenants in common


                  UNIF GIFT MIN ACT - ................Custodian.................
                                          (Cust.)                    (Minor)
                                    Under Uniform Gifts to Minors Act

                                      ..........................................
                                      (State)

     Additional abbreviations may also be used though not in the above list.



                                       6
<PAGE>   13


                                   ASSIGNMENTS

                       FOR VALUE RECEIVED, the undersigned
                       hereby sell(s), assign(s) and transfer(s) unto:


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE: __________________

- ------------------------------------------------------------------------------


- ------------------------------------------------------------------------------
     (Please print or type name and address, including zip code of assignee)

the within Security of KEYCORP and all rights thereunder and does hereby
irrevocably constitute and appoint:
______________________________________________________________________________
Attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.

Dated _________________________     _________________________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Security in
                                    every particular, without alteration or
                                    enlargement or any change whatsoever.

SIGNATURE GUARANTEED:


- -------------------------------



<PAGE>   14

                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the "REPAYMENT DATE" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
100% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:

- ------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned.)

                  FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT
LEAST 30 BUT NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH
REPAYMENT DATE IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE
COMPANY AT ITS OFFICE OR AGENCY, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE
OF THE TRUSTEE AT BANKERS TRUST COMPANY, 4 ALBANY STREET, MAIL STOP 5041, NEW
YORK, NEW YORK 10006, ATTENTION: CORPORATE BOND SERVICES ADMINISTRATION.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple thereof) which is to be repaid: $_______________.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount ($1,000 or any integral multiple of $1,000;
PROVIDED that any remaining principal amount of this Security shall not be less
than the minimum denomination of such Security): $_____________________.

Dated:  _______________             ___________________________________________
                                    Note: The signature to this Option to Elect
                                    Repayment must correspond with the name as
                                    written upon the face of the within Security
                                    in every particular without alterations or
                                    enlargement or any change whatsoever.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.N
<SEQUENCE>6
<FILENAME>l84408aex4-n.txt
<DESCRIPTION>EXHIBIT 4(N)
<TEXT>

<PAGE>   1
                                                                    Exhibit 4(n)


THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS
ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF
KEYCORP AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT  $___________________
No. FL -

                                     KEYCORP
                     SUBORDINATED MEDIUM-TERM NOTE, SERIES E
                                 (FLOATING RATE)


                  Due from 9 Months or More from Date of Issue

              If the registered owner of this Security (as indicated below) is
The Depository Trust Company (the "Depository") or a nominee of the Depository,
this Security is a Global Security and the following two legends apply:

              UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

              UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH
NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

              IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL
BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.



                                       1
<PAGE>   2

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY:

BASE RATE:
 If LIBOR:    [ ] LIBOR Telerate
              [ ] LIBOR Reuters
              [ ] Other:

INITIAL INTEREST RATE:

INDEX MATURITY:

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

CALCULATION AGENT:

CALCULATION DATE:

SINKING FUND:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

CMT TELERATE PAGE:

INTEREST DETERMINATION DATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST PAYMENT PERIOD:

INTEREST PAYMENT DATES:

PAYING AGENT:

PLACE OF PAYMENT:

OPTION TO ELECT REPAYMENT: [ ] YES  [ ] NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

OPTIONAL REDEMPTION: [ ] YES  [ ] NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

MINIMUM DENOMINATIONS:
[ ]  $1,000
[ ]  Other:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES  [ ] NO

FOREIGN CURRENCY:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS:
[ ] YES  [ ] NO

EXCHANGE RATE AGENT:

ADDITIONAL AMOUNTS:

DEFEASANCE:  [ ] YES  [ ] NO

COVENANT DEFEASANCE:  [ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET:
[ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

TOTAL AMOUNT OF OID:

INITIAL ACCRUAL PERIOD OID:

ORIGINAL YEILD TO MATURITY:

OTHER/DIFFERENT PROVISIONS:



                                       2
<PAGE>   3
                  KEYCORP, an Ohio corporation (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of __________________ Dollars ($)
on the Stated Maturity shown above (except to the extent redeemed, repaid or
renewed prior to the Stated Maturity) and to pay interest thereon at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date (if the
first Interest Reset Date is later than the Original Issue Date) and thereafter
at the interest rate determined by reference to the Base Rate shown above, plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
shown above, determined in accordance with the provisions on the reverse hereof,
until the principal hereof is paid or duly made available for payment; PROVIDED,
HOWEVER, that the interest rate in effect for the 10 days immediately prior to
the Maturity Date (as defined below) of this Security will be that in effect on
the 10th day preceding such date. The Company will pay interest on each Interest
Payment Date specified above, commencing with the first Interest Payment Date
(except as provided in the next succeeding paragraph) next succeeding the
Original Issue Date, and on the Stated Maturity, any Redemption Date or
Repayment Date (such terms together are hereinafter referred to as a "Maturity
Date" with respect to the principal repayable on such date); PROVIDED, HOWEVER,
that any payment of principal (or premium, if any) or interest to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as
defined below) shall be made on the next succeeding Business Day (except that in
the case of interest payments on an Interest Payment Date and if the Base Rate
specified above is LIBOR, and such day falls in the next succeeding calendar
month, such payment will be made on the next preceding Business Day) as
described on the reverse hereof.

                  For purposes of this Security, unless otherwise specified on
the face hereof, "Business Day" means any day, other than a Saturday or Sunday,
that is not a legal holiday nor a day on which commercial banks are authorized
or required by law, regulation or executive order to close in New York City;
PROVIDED, HOWEVER, with respect to foreign currency Notes, such day is also not
a day on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below) of
the country issuing the Specified Currency (or if the Specified Currency is the
euro, such day is also a day on which the Trans-European Automated Real-Time
Gross Settlement Express transfer (TARGET) System is open); PROVIDED, FURTHER,
that with respect to Securities to which LIBOR (as defined below) is an
applicable interest rate basis, such day is also a London Business Day.

                  "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, except that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Portuguese escudos, South African rand and Swiss francs, the Principal
Financial Center shall be New York City, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Johannesburg and Zurich, respectively.

                  "London Business Day" means a day on which commercial banks
are open for business (including dealings in the designated LIBOR Currency) in
London.



                                       3
<PAGE>   4

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture (referred
to on the reverse hereof), be paid to the person (the "Holder") in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the 15th day (whether or not a Business Day) next preceding such
Interest Payment Date (a "Regular Record Date"); PROVIDED, HOWEVER, that, if
this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest for the period
beginning on the Original Issue Date and ending on such initial Interest Payment
Date shall be paid on the Interest Payment Date following the next succeeding
Regular Record Date to the Holder on such Regular Record Date; and PROVIDED
FURTHER that interest payable on the Maturity Date will be payable to the person
to whom the principal hereof shall be payable. Any such interest not so
punctually paid or duly provided for ("Defaulted Interest") will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed by
the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture.

                  Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in The City of New
York, on or prior to the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be. Such request may be in writing
with a signature guarantee, mailed or hand delivered, or by cable, telex or
other form of facsimile transmission. The Holder hereof may elect to receive
payment in such Specified Currency for all principal, premium, if any, and
interest payments and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the Regular Record Date or at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency and any
such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such
payments.



                                       4
<PAGE>   5

                  In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.

                  Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by check mailed to the
registered address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the
Specified Currency is U.S. dollars and the Holder hereof is the Holder of
U.S.$1,000,000 or more in aggregate principal amount of Securities of the series
of which this Security is a part (whether having identical or different terms
and provisions) or (ii) the Specified Currency is a Foreign Currency, and the
Holder has elected to receive payments in such Specified Currency as provided
for above, such interest payments will be made by transfer of immediately
available funds, but only if appropriate instructions have been received in
writing by the Trustee on or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may provide appropriate instructions to the Trustee, and all such
payments will be made in immediately available funds to an account maintained by
the payee with a bank, but only if such bank has appropriate facilities
therefor. Unless otherwise specified above, the principal hereof (and premium,
if any) and interest hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at the corporate
trust office of the Trustee maintained for that purpose in the Borough of
Manhattan, The City and State of New York (or at such other location as may be
specified above). The Company will pay any administrative costs imposed by banks
in making payments in immediately available funds, but, except as otherwise
provided under Additional Amounts above, any tax, assessment or governmental
charge imposed upon payments will be borne by the Holders of the Securities in
respect of which such payments are made.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.



                                       5
<PAGE>   6

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.

                                    KEYCORP

                                    By:
                                        --------------------------------------
                                    Title:
                                           -----------------------------------


                                    Attest:
                                            ----------------------------------
        [Seal]                                   Assistant Secretary

Dated:                              TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                                    This is one of the Securities of the series
                                    designated therein referred to in the
                                    within-mentioned Indenture

                                    BANKERS TRUST COMPANY,
                                    as Trustee

                                    By:
                                        -----------------------------------
                                        Authorized Signatory




                                       6
<PAGE>   7

                               [REVERSE OF NOTE]

                                    KEYCORP
                    SUBORDINATED MEDIUM-TERM NOTE, SERIES E

                  Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "Securities") of the Company, issued and
to be issued in one or more series under and pursuant to an indenture, dated as
of June 10, 1994, as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and Bankers Trust Company, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture with respect to a series of which this Security is a part), to which
indenture and all indentures supplemental thereto, reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof that is unlimited in aggregate principal amount.

                  Section 2. PAYMENTS. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in such Specified
Currency, the amount of U.S. dollar payments to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the highest bid quotation
in New York City at approximately 11:00 A.M., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers selected by the Exchange Rate Agent (one of which may be the
Exchange Rate Agent unless the Exchange Rate Agent is the applicable agent to or
through which this Security was originally sold) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three of such bid quotations are not available, payments will be made in the
Specified Currency.

                  Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for settlement of transactions by public institutions of or within
the international banking community, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in New York City
for cable transfers of such Specified Currency as certified for customs purposes
(or, if not so certified as otherwise determined) by the Federal Reserve Bank of
New York (the "Market Exchange Rate") as computed by the Exchange Rate Agent for
such Specified Currency on the second Business Day prior to such payment or, if
the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated on the face
hereof. Any payment made under such circumstances in U.S. dollars where the
required



                                       7
<PAGE>   8

payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default or Default under the Indenture.

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder of this Security.

                  All currency exchange costs will be borne by the Holder of
this Security through deductions from payments otherwise due to the Holder.

                  Section 3. INTEREST RATE CALCULATIONS. Unless otherwise set
forth on the face hereof, the following provisions of this Section 3 shall apply
to the calculation of interest on this Security. If the first Interest Reset
Date is later than the Original Issue Date, this Security will bear interest
from its Original Issue Date to the first Interest Reset Date (as defined below)
at the Initial Interest Rate set forth on the face hereof. Thereafter, the
interest rate hereon for each Interest Reset Period (as defined below) will be
determined by reference to the Base Rate set forth on the face hereof, as
adjusted by the Spread, the Spread Multiplier or other formula, if any, set
forth on the face hereof.

                  As set forth on the face hereof, this Security may also have
either or both of the following: (i) a maximum limitation, or ceiling, on the
rate at which interest may accrue during any Interest Reset Period ("Maximum
Interest Rate"); and (ii) a minimum limitation, or floor, on the rate at which
interest may accrue during any Interest Reset Period ("Minimum Interest Rate").
In addition to any Maximum Interest Rate that may be set forth on the face
hereof, the interest rate on this Security will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.

                  The rate of interest hereon will be reset daily, weekly,
monthly, quarterly, semiannually or annually (each, an "Interest Reset Period",
as set forth on the face hereof. The "Interest Reset Date" is the first day of
each Interest Reset Period and will be, if this Security resets (i) daily, each
Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set
forth on the face hereof is the Treasury Rate); weekly and if the Base Rate set
forth on the face hereof is the Treasury Rate, the Tuesday of each week; (iii)
monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday
of March, June, September and December of each year; (v) semiannually, the third
Wednesday of each of the two months set forth on the face hereof; and (vi)
annually, the third Wednesday of the month set forth on the face hereof. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be the next succeeding Business Day, except that, if
the Base Rate set forth on the face hereof is LIBOR, if such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.

                  The "Interest Determination Date" is the date as of which the
new interest rate is determined for a particular Interest Reset Date, based on
the applicable interest rate basis or



                                       8
<PAGE>   9

formula as of that Interest Determination Date. If the Base Rate set forth on
the face hereof is the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate or the Prime Rate, the Interest Determination Date pertaining
to an Interest Reset Date for this Security will be the second Business Day next
preceding such Interest Reset Date. If the Base Rate set forth on the face
hereof is the 11th District Cost of Funds Rate, the Interest Determination Date
pertaining to an Interest Reset Date for this Security will be the last working
day of the month immediately preceding such Interest Reset Date on which the
Federal Home Loan Bank of San Francisco published the 11th District Cost of
Funds Index (the "11th District Cost of Funds Index"). If the Base Rate set
forth on the face hereof is LIBOR, the Interest Determination Date pertaining to
an Interest Reset Date for this Security will be the second London Business Day
next preceding such Interest Reset Date (unless the designated LIBOR Currency is
British pounds sterling, in which case the Interest Determination Date will be
the Interest Reset Date). If the Base Rate set forth on the face hereof is the
Treasury Rate, the Interest Determination Date pertaining to an Interest Reset
Date for this Security will be the day of the week in which such Interest Reset
Date falls on which Treasury bills of the same index maturity are auctioned.
Treasury bills are usually sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is usually held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next week. If an auction falls on any
Interest Reset Date, then the Interest Reset Date will instead be the first
Business Day immediately following the auction sale.

                  Unless otherwise set forth on the face hereof, the
"Calculation Date", where applicable, pertaining to an Interest Determination
Date is the earlier of (i) the 10th calendar day after such Interest
Determination Date, or if any such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Stated Maturity, as the case may be.

                  The Company will appoint and enter into an agreement with an
agent (a "Calculation Agent") to calculate the rate of interest on the
Securities of this series which bear interest at a floating rate. Unless
otherwise set forth on the face hereof, KeyBank National Association will be the
Calculation Agent. At the request of the Holder hereof, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next succeeding Interest Reset Date.

                  Notwithstanding any of the foregoing, the interest rate
thereon shall not be greater than the Maximum Interest Rate, if any, or less
than the Minimum Interest Rate, if any, shown on the face hereof. In addition,
the interest rate hereon shall in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

                  Interest will be payable on, unless specifically set forth on
the face hereof, if this Security resets (i) daily, weekly or monthly, the third
Wednesday of each month or the third Wednesday of March, June, September and
December of each year, as set forth on the



                                       9
<PAGE>   10

face hereof unless if the Base Rate is the 11th District Cost of Funds Rate;
(ii) monthly and Base Rate set forth on the face hereof is the 11th District
Cost of Funds Rate, then the first calendar day of each month as set forth on
the face hereof; (iii) quarterly, the third Wednesday of March, June, September
and December of each year; (iv) semiannually, the third Wednesday of each of the
two months set forth on the face hereof; and (v) annually, the third Wednesday
of the month set forth on the face hereof (each, an "Interest Payment Date"),
and in each case, on the Maturity Date or at redemption or repayment.

                  The interest payable hereon on each Interest Payment Date and
on the Maturity Date shall be the amount of interest accrued from and including
the Original Issue Date or the last Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, to, but excluding, the next
succeeding Interest Payment Date or the Maturity Date, as the case may be. If
the Stated Maturity falls on a day which is not a Business Day, the payment of
principal, premium, if any, and interest with respect to the Stated Maturity
will be paid on the next succeeding Business Day with the same force and effect
as if made on the Stated Maturity, and no interest shall accrue on the amount so
payable as a result of such delayed payment. If an Interest Payment Date other
than the Stated Maturity falls on a day that is not a Business Day, such
Interest Payment Date will be postponed to the next day that is a Business Day
and interest will accrue for the period of such postponement (except if the Base
Rate specified above is LIBOR, and such day falls in the next succeeding
calendar month, such Interest Payment Date will be advanced to the immediately
preceding Business Day), it being understood that, to the extent this sentence
is inconsistent with Section 112 of the Indenture, the provisions of this
sentence shall apply in lieu of such Section.

                  Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. The accrued interest
factor will be computed by adding the interest factor calculated for each day in
the interest period or from the date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate in effect on that day (1) by 360, if the Base Rate set forth on
the face hereof is the CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime
Rate, LIBOR or 11th District Cost of Funds Rate (as described below), or (2) by
the actual number of days in the year, if the Base Rate set forth on the face
hereof is the Treasury Rate or the CMT Rate. The interest rate applicable to any
day that is an Interest Reset Date is the interest rate as determined, in
accordance with the procedures hereinafter set forth, with respect to the
Interest Determination Date (as defined below) pertaining to such Interest Reset
Date. The interest rate applicable to any other day is the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate, as set forth on the face hereof).

                  All percentages used in or resulting from any calculation with
respect hereto will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (E.G., 7.123455% (or 0.07123455) being rounded
to 7.12346% (or 0.0712346) and 7.123454% (or 0.07123454) being rounded to
7.12345% (or 0.0712345)). All currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded upwards).




                                       10
<PAGE>   11

                  Subject to applicable provisions of law and except as
specified herein, with respect to each Interest Determination Date, the rate of
interest shall be the rate determined by the Calculation Agent in accordance
with the provisions of the applicable heading below.

                  DETERMINATION OF CD RATE. If the Base Rate set forth on the
face hereof is the CD Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CD Rate and
the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless
otherwise set forth on the face hereof, the "CD Rate" means, with respect to any
Interest Determination Date, the rate on such date for negotiable certificates
of deposit having the Index Maturity set forth on the face hereof as published
by the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs
(secondary market)" (or any other heading that is the then applicable heading
established to describe such Index Maturity).

                  The "Index Maturity" is the period to maturity of the
instrument or obligation with respect to which the related interest rate basis
or formulae will be calculated.

                  However, if the above rate is not yet published in H.15(519)
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the CD Rate will be the rate on such Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity set forth on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the caption "CDs (secondary market)". "H.15 Daily Update" means the daily
update of H.15(519), available through the Internet site of the Board of
Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication. If by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date such rate is not yet published in
H.15(519) H.15 Daily Update or another recognized electronic source, the
Calculation Agent will determine the CD Rate on such Interest Determination Date
and it will be the arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time, on such Interest Determination Date, for
certificates of deposit in the denomination of $5,000,000 with a remaining
maturity closest to the Index Maturity set forth on the face hereof of three
leading nonbank dealers of negotiable U.S. dollar certificates of deposit in New
York City selected by the Calculation Agent for negotiable certificates of
deposit of major United States money center banks of the highest credit standing
in the market for negotiable certificates of deposit. However, if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as set
forth above, the CD Rate in effect for the applicable period will be the same as
the CD Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Rate Period, the rate of interest payable on the CD Rate
Notes for which such CD Rate is being determined shall be the Initial Interest
Rate).




                                       11
<PAGE>   12

                  DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier,
if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if
any, set forth on the face hereof. Unless otherwise set forth on the face
hereof, the "Commercial Paper Rate" means, with respect to any Interest
Determination Date pertaining thereto, the Money Market Yield (calculated as
described below) of the rate on such date for commercial paper having the Index
Maturity set forth on the face hereof, as such rate shall be published in
H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date under
the caption "Commercial Paper--Nonfinancial". If the above rate is not published
in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper having the Index Maturity set
forth on the face hereof as published in H.15 Daily Update or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "Commercial Paper - Nonfinancial". If by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date
such rate is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M.,
New York City time, on such Interest Determination Date of three leading dealers
in commercial paper in New York City selected by the Calculation Agent for
commercial paper having the Index Maturity set forth on the face hereof placed
for an industrial issuer whose bond rating is "Aa", or the equivalent, from a
nationally recognized securities rating organization. However, if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting offered
rates as mentioned in the prior sentence, the Commercial Paper Rate in effect
for the applicable period will be the same as the Commercial Paper Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on the Commercial Paper Rate Notes
for which such Commercial Paper Rate is being determined shall be the Initial
Interest Rate).

                  "Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:

                  MONEY MARKET YIELD =  D X 360 x 100
                                       -------------------
                                        360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.

                  DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate set
forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if
any, and subject to the Minimum Interest Rate and the Maximum Interest



                                       12
<PAGE>   13

Rate, if any, set forth on the face hereof. Unless otherwise set forth on the
face hereof, the "Federal Funds Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate on such date for Federal Funds
as published in H.15(519) under the caption "Federal Funds (Effective)" (or any
other heading that is the then applicable heading established to describe such
Index Maturity) as such rate is displayed on Bridge Telerate, Inc. (or any
successor service, "Telerate") on page 120 (or any other page as may replace
such page on such service) ("Telerate Page 120"). However, if not yet published
in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published in H.15 Daily Update
or such other recognized electronic source used for the purpose of displaying
such rate, under the caption "Federal Funds (Effective)". If by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date such rate does not appear on Telerate 120 or is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source, the Federal Funds Rate for such Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
for the last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in New York City, which brokers have been
selected by the Calculation Agent, as of 9:00 A.M., New York City time, on such
Interest Determination Date. However, if fewer than three brokers selected as
aforesaid by the Calculation Agent are quoting as mentioned in the prior
sentence, the Federal Funds Rate in effect for the applicable period will be the
same as the Federal Funds Rate on that Interest Determination Date.

                  DETERMINATION OF LIBOR. If the Base Rate set forth on the face
hereof is LIBOR, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to LIBOR and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any, set forth on the face hereof. With respect to
Securities indexed to the London interbank offered rate for U.S. dollar
deposits, unless otherwise set forth on the face hereof, "LIBOR" for each
Interest Determination Date will be determined by the Calculation Agent in
accordance with the following provisions:

                  (i) If "LIBOR Telerate" is specified on the face hereof, LIBOR
         will mean the rate for deposits in the LIBOR Currency (as defined
         below) of the Index Maturity set forth on the face hereof, commencing
         on the second Business Day immediately following such Interest
         Determination Date, that appears on Telerate on page 3750 (or any other
         page as may replace such page on such service) as of 11:00 A.M., London
         time, on such Interest Determination Date ("LIBOR Telerate").

                  (ii) If "LIBOR Reuters" is specified on the face hereof, LIBOR
         will be, as of the Interest Determination Date, the average of the
         offered rates for deposits in the LIBOR Currency for the period of the
         Index Maturity set forth on the face hereof, commencing on the second
         Business Day immediately following such Interest Determination Date,
         that as such rates appear on the Reuters Screen Page at approximately
         11:00 A.M., London time, on such Interest Determination Date, if at
         least two such offered rates appear on the Reuters Screen Page.
         "Reuters Screen Page"



                                       13
<PAGE>   14

         means the display on the Reuters Monitor Money Rates Service (or any
         successor service) on the page specified on the face hereof (or any
         other page as may replace such page on that service for the purpose of
         displaying London interbank offered rates of major banks).

                  If neither LIBOR Telerate nor LIBOR Reuters is specified in
         the applicable LIBOR Note, LIBOR will be determined as if LIBOR
         Telerate had been specified.

                  (iii) If (a) in the case where paragraph (i) above applies, no
         rate appears on the Telerate Page 3750 or (b) in the case where
         paragraph (ii) above applies, fewer than two offered rates appear on
         the Reuters Screen Page, the Calculation Agent will request the
         principal London offices of each of four major banks in the London
         interbank market, as selected by the Calculation Agent, to provide the
         Calculation Agent with its offered quotation for deposits in United
         States dollars for the period of the specified Index Maturity to prime
         banks in the London interbank market at approximately 11:00 A.M.,
         London time, on such Interest Determination Date and in a principal
         amount equal to an amount of not less than U.S.$1 million that is
         representative of a single transaction in such market at such time. If
         at least two such quotations are provided, LIBOR will be the arithmetic
         mean of such quotations. If fewer than two quotations are provided,
         LIBOR in respect of such Interest Determination Date will be the
         arithmetic mean of rates quoted by three major banks in the Principal
         Financial Center selected by the Calculation Agent at approximately
         11:00 A.M. in the Principal Financial Center, on such Interest
         Determination Date for loans in LIBOR Currency to leading European
         banks, for the period of the specified Index Maturity and in a
         principal amount of not less than U.S.$1 million that is representative
         of a single transaction in such market at such time. However, if fewer
         than three banks as selected by the Calculation Agent are quoting rates
         as mentioned in the prior sentence, "LIBOR" for such Interest Reset
         Period will be the same as LIBOR for the immediately preceding Interest
         Reset Period (or, if there was no such Interest Reset Period, the rate
         of interest payable on the LIBOR Notes for which LIBOR is being
         determined shall be the Initial Interest Rate).

                  "LIBOR Currency" means the currency specified on the face
         hereof as to which LIBOR shall be calculated or, if no such currency is
         specified, United States dollars.

                  DETERMINATION OF PRIME RATE. If the Base Rate set forth on the
face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Prime Rate and the Spread and/or Spread Multiplier, if any, and subject to the
Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof, the "Prime Rate"
means, with respect to any Interest Determination Date pertaining thereto, the
prime rate or base lending rate on such date as published in H.15(519) by 3:00
P.M., New York City time, on the Calculation Date for that Interest
Determination Date, under the caption "Bank Prime Loan" (or any other heading
that is the then applicable heading established to describe such Index
Maturity). If such rate is not yet published by 3:00 P.M., New York City time,
on the



                                       14
<PAGE>   15

Calculation Date pertaining to such Interest Determination Date, the Prime Rate
will be the rate on such Interest Determination Date as published in H.15 Daily
Update, or such other recognized source used for the purpose of displaying such
rate, under the caption "Bank Prime Loan".

                  If the rate is not published in H.15(519), H.15 Daily Update
or another recognized electronic source by 3:00 P.M., New York City time, on the
Calculation Date, then the Calculation Agent will determine the Prime Rate to be
the average of the rates of interest publicly announced by each bank named on
the Reuters Monitor Money Rates Service screen designated as "U.S. Prime 1"
("Reuters screen U.S. Prime 1", such term to include such other page as may
replace the U.S. Prime 1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks) as that bank's
prime rate or base lending rate as in effect for such Interest Determination
Date. If at least one rate but fewer than four such rates appear on the Reuters
screen U.S. Prime 1 for such Interest Determination Date, the Prime Rate shall
be the average of the prime rates or base lending rates quoted (on the basis of
the actual number of days in the year divided by 360) as of the close of
business on such Interest Determination Date by three major money center banks
in New York City selected by the Calculation Agent. If the banks selected by the
Calculation Agent are not quoting as mentioned above, the Prime Rate will remain
the Prime Rate then in effect on the Interest Determination Date.

                  DETERMINATION OF TREASURY RATE. If the Base Rate set forth on
the face hereof is the Treasury Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to
the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on
the face hereof. Unless otherwise set forth on the face hereof, the "Treasury
Rate" means, with respect to any Interest Determination Date pertaining thereto,
the rate for the auction of direct obligations of the United States ("Treasury
bills") held on such Interest Determination Date having the Index Maturity set
forth on the face hereof under the caption "INVESTMENT RATE" on the display on
Telerate on page 56 (or any other page as may replace such page on such service)
or page 57 (or any other page as may replace such page on such service) by 3:00
P.M., New York City time, on the Calculation Date for such Interest
Determination Date. However, if not yet published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the
auction rate of such Treasury bills as published in H.15 Daily Update, or such
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities Treasury Bills/Auction High." If the
rate is not so published by 3:00 P.M., New York City time, on the Calculation
Date and cannot be determined as described in the immediately preceding
sentence, the Treasury Rate will be the Bond Equivalent Yield of the auction
rate of such Treasury bills as otherwise announced by the United States
Department of the Treasury. In the event that the results of the most recent
auction of Treasury bills having the Index Maturity set forth on the face hereof
are not published or announced as described above by 3:00 P.M., New York City
time, on such Calculation Date, or no auction is held on the Interest
Determination Date then the Treasury Rate will be the Bond Equivalent Yield on
such Interest Determination Date of




                                       15
<PAGE>   16

Treasury bills having the Index Maturity specified on the face hereof as
published in H.15(519) under the caption "U.S. Government securities/Treasury
bills/Secondary market" or, if not published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such Interest Determination Date of
such Treasury bills as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "U.S. Government securities/Treasury bills/Secondary market". If such
rate is not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 P.M., New York City time, on the related Calculation
Date, then the Calculation Agent will determine the Treasury Rate to be the Bond
Equivalent Yield of the average of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers in
New York City selected by the Calculation agent for the issue of Treasury bills
with a remaining maturity closest to the Index Maturity set forth on the face
hereof. However, if the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in the prior sentence, the Treasury Rate for the
applicable period will remain the Treasury Rate then in effect on the Interest
Determination Date (or, if there was no such Interest Determination Date, the
rate of interest payable on the Treasury Rate Notes for which the Treasury Rate
is being determined shall be the Initial Interest Rate).

                  "Bond Equivalent Yield" means a yield (expressed as a
percentage) calculated in accordance with the following formula:

                           Bond Equivalent Yield =   D x N x 100
                                                    -----------------
                                                     360 - (D x M)

                  DETERMINATION OF CMT RATE. If the Base Rate set forth on the
face hereof is the CMT Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CMT Rate and
the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless
otherwise set forth on the face hereof, the "CMT Rate" means, with respect to
any Interest Determination Date pertaining thereto, the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption "Treasury
Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays
Approximately 3:45 P.M.", under the column for the Designated CMT Maturity Index
(as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate
on such Interest Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the weekly or monthly average for the week or the month, as set forth
on the face hereof, ended immediately preceding the week or month in which the
related Interest Determination Date occurs. If such rate is no longer displayed
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the CMT Rate for such Interest Determination
Date will be the Treasury constant maturity rate for the Designated CMT Maturity
Index as published in H.15(519). If such rate is not published in H.15(519) by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the CMT Rate for such Interest Determination
Date will be such Treasury constant maturity rate (or other United States
Treasury rate) for the Designated CMT Maturity Index for the Interest
Determination



                                       16
<PAGE>   17

Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in H.15(519). If such information
is not provided by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Calculation Agent will
determine the CMT Rate for such Interest Determination Date to be a yield to
maturity based on the average (rounded to the nearest one hundred-thousandth of
a percentage point) of the secondary market closing offered rates as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, reported according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in New
York City. The Calculation Agent will select five Reference Dealers and will
eliminate the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("U.S. TREASURY NOTES") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such U.S. Treasury Note quotations, the
CMT Rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity based on the average (rounded
to the nearest one hundred-thousandth of a percentage point) of the secondary
market offered rates as of approximately 3:30 P.M., New York City time, on the
Interest Determination Date reported by three Reference Dealers in New York City
(selected using the same method described in the preceding sentence), for U.S.
Treasury Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least
U.S.$100 million. If two U.S. Treasury Notes with an original maturity have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the Calculation Agent will obtain quotations for the U.S. Treasury Note with the
shorter remaining term to maturity. If only three or four (but not five) of such
Reference Dealers are quoting as described above, then the CMT Rate shall be
based on the average (rounded to the nearest one hundred-thousandth of a
percentage point) of the offered rates so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing the highest and the
lowest of such quotes. If fewer than three such Reference Dealers are quoting as
described above, then the CMT Rate shall be the CMT Rate in effect on such
Interest Determination Date.

                  "Designated CMT Telerate Page" means the display on Telerate
on the page specified under "CMT Telerate Page" on the face hereof (or any other
page as may replace such page on that service) for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)). If no such page is so
specified, the Designated CMT Telerate Page shall be 7052.

                  "Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified under "Index Maturity" on the face hereof with respect to which
the CMT Rate will be calculated. If no such maturity is so specified, the
Designated CMT Maturity Index shall be two years.




                                       17
<PAGE>   18

                  DETERMINATION OF 11TH DISTRICT COST OF FUNDS RATE. If the Base
Rate set forth on the face hereof is the 11th District Cost of Funds Rate, this
Security will bear interest for each Interest Reset Period at the Interest Rate
calculated with reference to the 11th District Cost of Funds Rate and the Spread
and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and
Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise
set forth on the face hereof, "11th District Cost of Funds Rate" means, with
respect to any Interest Determination Date, the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding the
month in which such Interest Determination Date falls, as set forth under the
caption "11th District" on Telerate on page 7058 as of 11 A.M., San Francisco
time, on the Calculation Date for that Interest Determination Date. If such rate
does not appear on Telerate on page 7058 by 11:00 A.M., San Francisco time, on
the Calculation Date, then "11th District Cost of Funds Rate" means the rate
equal to the monthly weighted average cost of funds paid by member institutions
of the 11th Federal Home Loan Bank District, as announced by the Federal Home
Loan Bank of San Francisco, for the month immediately preceding the Interest
Determination Date. If no announcement was made relating to the month preceding
the Interest Determination Date, the 11th District Cost of Funds Rate will
remain the 11th District Cost of Funds Rate then in effect on the Interest
Determination Date.

                  References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.

                  Section 4. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination of such
Security) on or after the date designated as the Initial Redemption Date on the
face hereof at 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on
the face hereof, together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price is 100% of such amount.
The Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 days prior to the Redemption
Date. In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities
of the series, of which this Security is a part, with differing issue dates,
interest rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. If less than all of the Securities with like tenor and terms to
this Security are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.




                                       18
<PAGE>   19

                  Section 5. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity at the option of the
Holder on each applicable Repayment Date shown on the face hereof at the
Repayment Price shown on the face hereof, together with accrued interest to the
Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 30 but not more than 45 days prior to a Repayment Date this
Security with the form attached hereto entitled "OPTION TO ELECT REPAYMENT" duly
completed. Except as set forth in Section 308 of the Indenture, any tender of
this Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be canceled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.

                  Section 6. SINKING FUND. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking fund.

                  Section 7. DISCOUNT SECURITIES. If this Security (such
Security being referred to as an "Original Issue Discount Security") (a) has
been issued at an Issue Price lower, by more than a de minimis amount (as
determined under United States federal income tax rules applicable to original
issue discount instruments), than its "stated redemption price at Maturity" (as
defined below) and (b) would be considered an original issue discount security
for United States federal income tax purposes, then the amount payable on this
Security in the event of redemption by the Company, repayment at the option of
the Holder or acceleration of the maturity hereof, in lieu of the principal
amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or
acceleration. The "Amortized Face Amount" of this Security shall be the amount
equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus
(b) the aggregate of the portions of the original issue discount (the excess of
the amounts considered as part of the "stated redemption price at maturity" of
this Security within the meaning of Section 1273(a)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"), whether denominated as principal or
interest, over the Issue Price of this Security) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the "stated redemption
price at maturity" of this Security which has been paid on this Security from
the date of issue to the date of determination.

                  Section 8. MODIFICATION AND WAIVERS. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series. Such amendment may be effected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding
Securities affected thereby. The Indenture also contains provisions permitting
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities, on behalf



                                       19
<PAGE>   20

of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture. Provisions in the Indenture also
permit the Holders of not less than 66-2/3% in principal amount of all
Outstanding Securities of any series to waive on behalf of all of the Holders of
all the Securities of such series and any related coupons certain past defaults
under the Indenture and their consequences. Any such consent or waiver shall be
conclusive and binding upon the Holder of this Security and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

                  Section 9. SUBORDINATION; OBLIGATION OF THE COMPANY ABSOLUTE.
The indebtedness evidenced by the Securities of this series is, to the extend
provided in the Indenture, subordinated and subject in right of the payment in
full of the principal of (and premium, if any) and interest on all Senior
Indebtedness, as defined in the Indenture, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, agrees that each holder of Senior Indebtedness,
whether created or acquired before or after the issuance of the Securities of
this series, shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. The Indenture also provides that if, upon the occurrence of
certain events of bankruptcy or insolvency relating to the Company, there
remains, after giving effect to the subordination provisions referred to in
Section 1614 of the Indenture, any amount of cash, property or securities
available for payment or distribution in respect of Securities of this series
(as defined in the Indenture, "Excess Proceeds"), and if, at such time, any
Entitled Person (as defined in the Indenture) has not received payment in full
of all amounts due or to become due on or in respect of Other Senior Obligations
(as defined in the Indenture), then such Excess Proceeds shall first be applied
to pay or provide for the payment in full of such Other Senior Obligations
before any payment or distribution may be made in respect of the Securities of
this series. This Security is also issued subject to the provisions of the
Indenture regarding payments to Entitled Persons in respect of Other Senior
Obligations. Each Holder of this Security, by accepting the same, agrees to be
bound by the provisions of the Indenture described herein and authorizes and
directs the Trustee to take such action on his behalf as may be necessary or
appropriate to acknowledge or effectuate the subordination of this Security and
payment of Excess Proceeds as provided in the Indenture and appoints the Trustee
his attorney-in-fact for any and all such purposes.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the Specified Currency herein prescribed.

                  Section 10. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.




                                       20
<PAGE>   21

                  Section 11. AUTHORIZED DENOMINATIONS. Unless otherwise
provided on the face hereof, this Security is issuable only in registered form
without coupons issued in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this Security is denominated
in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the
face hereof.

                  Section 12. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

                  If the registered owner of this Security is the Depository
(such a Security being referred to herein as a "Global Security") and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days following
notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time determine not to have Securities
represented by this Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security representing
such Security. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  Section 13. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be



                                       21
<PAGE>   22

continuing, the principal of this Security may be declared due and payable in
the manner and with the effect provided in the Indenture.

                  Section 14. DEFINED TERMS. All terms used in this Security
which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.

                  Section 15. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York.




                                       22
<PAGE>   23

                                  ABBREVIATIONS
                                  -------------
                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM - as tenants in common
                  TEN ENT - as tenants by the entireties
                  JT TEN -  as joint tenants with right of survivorship and not
                            as tenants in common


                  UNIF GIFT MIN ACT - ................Custodian.................
                                          (Cust.)                  (Minor)
                                    Under Uniform Gifts to Minors Act

                                      ..........................................
                                      (State)

     Additional abbreviations may also be used though not in the above list.




                                       23
<PAGE>   24


                                   ASSIGNMENTS
                                   -----------

                       FOR VALUE RECEIVED, the undersigned
                       hereby sell(s), assign(s) and transfer(s) unto:


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE: __________________

- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
     (Please print or type name and address, including zip code of assignee)

the within Security of KEYCORP and all rights thereunder and does hereby
irrevocably constitute and appoint:
______________________________________________________________________________
Attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.

Dated _________________________     _________________________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Security in
                                    every particular, without alteration or
                                    enlargement or any change whatsoever.

SIGNATURE GUARANTEED:


- -------------------------------



                                       24
<PAGE>   25

                            OPTION TO ELECT REPAYMENT
                            -------------------------

                  The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the "REPAYMENT DATE" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
100% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:

- -------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned.)

                  FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT
LEAST 30 BUT NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH
REPAYMENT DATE IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE
COMPANY AT ITS OFFICE OR AGENCY, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE
OF THE PAYING AGENT AT BANKERS TRUST COMPANY, 4 ALBANY STREET, MAIL STOP 5041,
NEW YORK, NEW YORK 10006, ATTENTION: CORPORATE BOND SERVICES ADMINISTRATION.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple thereof) which is to be repaid: $_______________.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount ($1,000 or any integral multiple of $1,000;
PROVIDED that any remaining principal amount of this Security shall not be less
than the minimum denomination of such Security): $_____________________.

Dated:  _______________             ____________________________________________
                                    Note: The signature to this Option to Elect
                                    Repayment must correspond with the name as
                                    written upon the face of the within Security
                                    in every particular without alterations or
                                    enlargement or any change whatsoever.



                                       25
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.O
<SEQUENCE>7
<FILENAME>l84408aex4-o.txt
<DESCRIPTION>EXHIBIT 4(O)
<TEXT>

<PAGE>   1
                                                                    Exhibit 4(o)

THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS
ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF
KEYCORP AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT  $__________________
No. FX -


                                     KEYCORP
                     SUBORDINATED MEDIUM-TERM NOTE, SERIES E
                                  (FIXED RATE)


                  Due from 9 Months or More from Date of Issue

                  If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "Depository") or a nominee of the
Depository, this Security is a Global Security and the following two legends
apply:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.




                                       1
<PAGE>   2

ISSUE PRICE:

ORIGINAL ISSUE PRICE:

STATED MATURITY:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES    [ ] NO

FOREIGN CURRENCY:

EXCHANGE RATE AGENT:

PAYING AGENT:

PLACE OF PAYMENT:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS:    [ ] YES   [ ] NO

INTEREST RATE:

COMPUTATION PERIOD:

INTEREST PAYMENT DATES IF OTHER THAN JUNE 1 AND DECEMBER 1:

REGULAR RECORD DATES IF OTHER THAN MAY 15 AND NOVEMBER 15:

OPTIONAL REDEMPTION:   [ ] YES   [ ] NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

ADDITIONAL AMOUNTS:

DEFEASANCE:  [ ] YES  [ ] NO

COVENANT DEFEASANCE:  [ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET:
[ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[ ] YES  [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

TOTAL AMOUNT OF OID:

ORIGINAL YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

SINKING FUND:

OTHER/DIFFERENT PROVISIONS:



                                       2
<PAGE>   3

                  KEYCORP, an Ohio corporation (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________ Dollars ($ ) on
the Stated Maturity shown above (except to the extent redeemed, repaid, renewed
or extended prior to the Stated Maturity) and to pay interest thereon at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest, if any, has been paid or
duly provided for, semi-annually on June 15 and December 15 of each year (unless
other Interest Payment Dates are shown on the face hereof and except as provided
in the next succeeding paragraph) (each, an "Interest Payment Date") until the
principal hereof is paid or made available for payment and on the Stated
Maturity, any Redemption Date or Repayment Date (such terms are together
hereinafter referred to as the "Maturity Date" with respect to the principal
repayable on such date); PROVIDED, HOWEVER, that any payment of principal (or
premium, if any) or interest, if any, to be made on any Interest Payment Date or
on the Maturity Date that is not a Business Day (as defined below) shall be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the Maturity Date, as the case may be, and no
additional interest, if any, shall accrue on the amount so payable as a result
of such delayed payment. For purposes of this Security, unless otherwise
specified on the face hereof, "Business Day" means any day, other than a
Saturday or Sunday, that is not a legal holiday nor a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in New York City; PROVIDED, HOWEVER, with respect to foreign currency Notes,
such day is also not a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or if the
Specified Currency is the euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express transfer (TARGET)
System is open).

                  "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, except that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Portuguese escudos, South African rand and Swiss francs, the Principal
Financial Center shall be The City of New York, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Johannesburg and Zurich, respectively.

                  Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest, if any, has been
paid or duly provided for (or from, and including, the Original Issue Date if no
interest has been paid) to, but excluding , the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "Holder") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the fifteenth day (whether
or not a Business Day) next preceding such Interest Payment Date (each, a
"Regular Record Date"); PROVIDED, HOWEVER, that, if this Security was issued
between a Regular Record Date and the initial Interest Payment Date relating to
such Regular Record Date, interest, if any, for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular



                                       3
<PAGE>   4

Record Date to the Holder hereof on such next succeeding Regular Record Date;
and PROVIDED FURTHER that interest, if any, payable on the Maturity Date will be
payable to the person to whom the principal hereof shall be payable. Any such
interest not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee (referred to on the reverse hereof), notice
whereof shall be given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.

                  Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in New York City,
on or prior to the applicable Regular Record Date or at least 15 days prior to
the Stated Maturity, as the case may be. Such request may be in writing with a
signature guarantee, mailed or hand delivered, or by cable, telex, or other form
of facsimile transmission. The Holder hereof may elect to receive payment in
such Specified Currency for all principal, premium, if any, and interest
payments and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the Regular Record Date or at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency and any
such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such
payments.

                  In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.

                  Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by check mailed to the
registered address of the Holder hereof;



                                       4
<PAGE>   5

PROVIDED, HOWEVER, that, if (i) the Specified Currency is U.S. dollars and the
Holder hereof is the Holder of U.S.$1,000,000 or more in aggregate principal
amount of Securities of the series of which this Security is a part (whether
having identical or different terms and provisions) or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to receive payments
in such Specified Currency as provided for above, such interest payments will be
made by transfer of immediately available funds but only if appropriate
instructions have been received in writing by the Trustee on or prior to the
applicable Regular Record Date. Simultaneously with any election by the Holder
hereof to receive payments in respect hereof in the Specified Currency (if other
than U.S. dollars), such Holder may provide appropriate instructions to the
Trustee, and all such payments will be made in immediately available funds to an
account maintained by the payee with a bank, but only if such bank has
appropriate facilities therefor. Unless otherwise specified above, the principal
hereof (and premium, if any) and interest hereon payable on the Maturity Date
will be paid in immediately available funds upon surrender of this Security at
the corporate trust office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at such other location
as may be specified above). The Company will pay any administrative costs
imposed by banks in making payments in immediately available funds, but, except
as otherwise provided under Additional Amounts above, any tax, assessment or
governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.

                  Unless otherwise specified on the face hereof, interest on
this Security, if any, will be computed on the basis of a 360-day year of twelve
30-day months.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.


                                       5
<PAGE>   6

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.

                                            KEYCORP

                                            By:
                                                --------------------------------
                                            Title:
                                                   -----------------------------

                                            Attest: ----------------------------
                                                    Assistant Secretary
                [Seal]





Dated:                                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                                        This is one of the Securities of the
                                        series designated therein referred
                                        to in the within-mentioned Indenture



                                        BANKERS TRUST COMPANY,

                                        as Trustee

                                        By:
                                            --------------------------------
                                            Authorized Signatory




                                       6
<PAGE>   7


                                [REVERSE OF NOTE]


                                     KEYCORP
                     SUBORDINATED MEDIUM-TERM NOTE, SERIES E

                  Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "Securities") of the Company, issued and
to be issued in one or more series under and pursuant to an indenture, dated as
of June 10, 1994, as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and Bankers Trust Company, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture with respect to a series of which this Security is a part), to which
indenture and all indentures supplemental thereto, reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof that is unlimited in aggregate principal amount.

                  Section 2. PAYMENTS. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in such Specified
Currency, the amount of U.S. dollar payments to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the highest bid quotation
in New York City at approximately 11:00 A.M., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers selected by the Exchange Rate Agent (one of which may be the
Exchange Rate Agent unless the Exchange Rate Agent is the applicable agent to or
through which this Security was originally sold) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three of such bid quotations are available, payments will be made in the
Specified Currency.

                  Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for settlement of transactions by public institutions of or within
the international banking community, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in New York City
for cable transfers of such Specified Currency as certified for customs purposes
(or, if not so certified as otherwise determined) by the Federal Reserve Bank of
New York (the "Market Exchange Rate") as computed by the Exchange Rate Agent for
such Specified Currency on the second Business Day prior to such payment or, if
the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated on the face
hereof. Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default or Default under the Indenture.



                                       7
<PAGE>   8

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder of this Security.

                  All currency exchange costs will be borne by the Holder of
this Security through deductions from payments otherwise due to such Holder.

                  References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.

                  Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination of such
Security) on or after the date designated as the Initial Redemption Date on the
face hereof at 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on
the face hereof, together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price is 100% of such amount.
The Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 days prior to the Redemption
Date. In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities
of the series, of which this Security is a part, with differing issue dates,
interest rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. If less than all of the Securities with like tenor and terms to
this Security are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

                  Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity at the option of the
Holder on each applicable Repayment Date shown on the face hereof at the
Repayment Price shown on the face hereof, together with accrued interest to the
Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 30 but not more than 45 days prior to a Repayment Date this
Security with the form attached hereto entitled "Option to Elect Repayment" duly
completed. Except as set forth in Section 308 of the Indenture, any tender of
this Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be canceled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.





                                       2
<PAGE>   9


                  Section 5. SINKING FUND. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking fund.

                  Section 6. DISCOUNT SECURITIES. If this Security (such
Security being referred to as an "Original Issue Discount Security") (a) has
been issued at an Issue Price lower, by more than a DE MINIMIS amount (as
determined under United States federal income tax rules applicable to original
issue discount instruments), than its "stated redemption price at Maturity" (as
defined below) and (b) would be considered an original issue discount security
for United States federal income tax purposes, then the amount payable on this
Security in the event of redemption by the Company, repayment at the option of
the Holder or acceleration of the maturity hereof, in lieu of the principal
amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or
acceleration. The "Amortized Face Amount" of this Security shall be the amount
equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus
(b) the aggregate of the portions of the original issue discount (the excess of
the amounts considered as part of the "stated redemption price at maturity" of
this Security within the meaning of Section 1273(a)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"), whether denominated as principal or
interest, over the Issue Price of this Security) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the "stated redemption
price at maturity" of this Security which has been paid on this Security from
the date of issue to the date of determination.

                  Section 7. MODIFICATION AND WAIVERS. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series. Such amendment may be effected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding
Securities affected thereby. The Indenture also contains provisions permitting
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities, on behalf of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the Indenture. Provisions
in the Indenture also permit the Holders of not less than 66-2/3% in principal
amount of all Outstanding Securities of any series to waive on behalf of all of
the Holders of all the Securities of such series and any related coupons certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon the Holder of this Security and upon
all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

                  Section 8. SUBORDINATION; OBLIGATION OF THE COMPANY ABSOLUTE.
The indebtedness evidenced by the Securities of this series is, to the extent
provided in the Indenture, subordinated and subject in right of the payment in
full of the principal of (and premium, if any) and interest on all Senior
Indebtedness, as defined in the Indenture, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, agrees that each holder of Senior Indebtedness,
whether created or acquired before or after



                                       3
<PAGE>   10

the issuance of the Securities of this series, shall be deemed conclusively to
have relied on such provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness. The Indenture also provides that
if, upon the occurrence of certain events of bankruptcy or insolvency relating
to the Company, there remains, after giving effect to the subordination
provisions referred to in Section 1614 of the Indenture, any amount of cash,
property or securities available for payment or distribution in respect of
Securities of this series (as defined in the Indenture, "Excess Proceeds", and
if at such time any Entitled Person (as defined in the Indenture) has not
received payment in full of all amounts due or to become due on or in respect of
Other Senior Obligations (as defined in the Indenture), then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of
such Other Senior Obligations before any payment or distribution may be made in
respect of the Securities of this series. This Security is also issued subject
to the provisions of the Indenture regarding payments to Entitled Persons in
respect of Other Senior Obligations. Each Holder of this Security, by accepting
the same, agrees to be bound by the provisions of the Indenture described herein
and authorizes and directs the Trustee to take such action on his behalf as may
be necessary or appropriate to acknowledge or effectuate the subordination of
this Security and payment of Excess Proceeds as provided in the Indenture and
appoints the Trustee his attorney-in-fact for any and all such purposes.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the Specified Currency herein prescribed.

                  Section 9. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.

                  Section 10. AUTHORIZED DENOMINATIONS. Unless otherwise
provided on the face hereof, this Security is issuable only in registered form
without coupons issued in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this Security is denominated
in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the
face hereof.

                  Section 11. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.



                                       4
<PAGE>   11

                  If the registered owner of this Security is the Depository
(such a Security being referred to herein as a "Global Security") and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days following
notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time determine not to have Securities
represented by this Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security representing
such Security. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  Section 12. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.

                  Section 13. DEFINED TERMS. All terms used in this Security
which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.

                  Section 14. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York.



                                       5
<PAGE>   12


                                  ABBREVIATIONS
                                  -------------
                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM - as tenants in common
                  TEN ENT - as tenants by the entireties
                  JT TEN -  as joint tenants with right of survivorship and not
                            as tenants in common


                  UNIF GIFT MIN ACT - .................Custodian................
                                          (Cust.)                    (Minor)
                                    Under Uniform Gifts to Minors Act

                                      ..........................................
                                      (State)

     Additional abbreviations may also be used though not in the above list.



<PAGE>   13


                                   ASSIGNMENTS
                                   -----------

                       FOR VALUE RECEIVED, the undersigned
                       hereby sell(s), assign(s) and transfer(s) unto:


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE: __________________

- -------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
     (Please print or type name and address, including zip code of assignee)

the within Security of KEYCORP and all rights thereunder and does hereby
irrevocably constitute and appoint:
______________________________________________________________________________
Attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.

Dated _________________________     _________________________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Security in
                                    every particular, without alteration or
                                    enlargement or any change whatsoever.

SIGNATURE GUARANTEED:


- -------------------------------



<PAGE>   14

                            OPTION TO ELECT REPAYMENT
                            -------------------------

                  The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the "REPAYMENT DATE" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
100% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:

- -------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned.)

                  FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT
LEAST 30 BUT NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH
REPAYMENT DATE IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE
COMPANY AT ITS OFFICE OR AGENCY, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE
OF THE PAYING AGENT AT BANKERS TRUST COMPANY, 4 ALBANY STREET, MAIL STOP 5041,
NEW YORK, NEW YORK 10006, ATTENTION: CORPORATE BOND SERVICES ADMINISTRATION.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple thereof) which is to be repaid: $_______________.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount ($1,000 or any integral multiple of $1,000;
PROVIDED that any remaining principal amount of this Security shall not be less
than the minimum denomination of such Security): $_____________________.

Dated:  _______________             ____________________________________________
                                    Note: The signature to this Option to Elect
                                    Repayment must correspond with the name as
                                    written upon the face of the within Security
                                    in every particular without alterations or
                                    enlargement or any change whatsoever.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>8
<FILENAME>l84408aex5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>

<PAGE>   1
[KEYCORP LOGO]

                                                                   Exhibit (5)
                               November 28, 2000



Board of Directors
KeyCorp
127 Public Square
Cleveland, Ohio  44114

RE:      Registration Statement on Form S-3
         ----------------------------------

Ladies and Gentlemen:

         I am Vice President and Associate General Counsel of KeyCorp (the
"Corporation"), and I have acted as counsel to the Corporation in connection
with the Registration Statement on Form S-3, Reg. No. 333-     , filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Registration Statement"). The Registration
Statement covers $1,511,500,000 of securities of the Corporation, consisting of:

         (a) senior unsecured debt securities (the "Senior Debt Securities") to
be issued from time to time under an Indenture, a copy of which is incorporated
by reference to Exhibit 4(c) to the Registration Statement No. 33-58405, filed
with the Commission on April 3, 1995 ("Registration Statement No. 33-58405"),
between the Corporation and Bankers Trust New York Corporation, as trustee (the
"Senior Indenture");

         (b) subordinated unsecured debt securities (the "Subordinated Debt
Securities" and, together with the Senior Debt Securities, being referred to
herein collectively as the "Debt Securities") to be issued from time to time
under an Indenture, a copy of which is incorporated by reference to Exhibit 4(d)
to the Registration Statement No. 33-58405, between the Corporation and Bankers
Trust New York Corporation, as trustee (the "Subordinated Indenture" and,
together with the Senior Indenture, being referred to herein collectively as the
"Indentures");

         (c) shares of preferred stock, with a par value of $1 each, of the
Corporation (the "Preferred Stock");


<PAGE>   2

Board of Directors
Page 2


         (d) depositary receipts (the "Depositary Receipts") for depositary
shares (the "Depositary Shares") representing an interest in shares of Preferred
Stock of the Corporation to be issued under a Deposit Agreement, substantially
in the form that is incorporated by reference to Exhibit 4(i) to the
Registration Statement No. 33-58405 (the "Deposit Agreement"), between the
Corporation and a bank or trust company, as depositary (the "Depositary");

         (e) common shares, with a par value of $1 each, of the Corporation (the
"Common Shares"); and

         (f) warrants entitling the holder to purchase Debt Securities (the
"Debt Warrants"); Preferred Stock (the "Preferred Stock Warrants"), Common
Shares (the "Common Share Warrants") or Depositary Shares (the "Depositary Share
Warrants") and together with the Debt Warrants, the Preferred Stock Warrants and
the Common Share Warrants, being referred to herein collectively as the
"Securities Warrants") to be issued from time to time under a Warrant Agreement,
substantially in the form that is incorporated by reference to Exhibit 4(g) to
the Registration Statement No. 33-58405 (the "Securities Warrant Agreement"),
between the Corporation and a bank or trust company, as warrant agent (the
"Securities Warrant Agent").

         The Debt Securities, Preferred Stock, Depositary Shares, Common Shares,
Debt Warrants, Preferred Stock Warrants, Depositary Share Warrants and Common
Share Warrants are referred to herein collectively as the "Securities." Certain
issues of Debt Securities may provide that such Debt Securities are convertible
at the option of the holder or the Corporation into Capital Securities (as
defined in the Registration Statement) of the Corporation and certain series of
Preferred Stock may provide that the Preferred Stock of such series is
convertible at the option of the holder into Common Shares or any other class or
series of Capital Securities of the Corporation or convertible at the option of
the Corporation into Capital Securities or other debt securities of the
Corporation.

         I am familiar with the corporate proceedings of the Corporation to date
with respect to the proposed issuance and sale of the Securities, and I have
examined such corporate records of the Corporation and such other documents and
certificates as I have deemed necessary as a basis for the opinions hereinafter
expressed. In rendering this opinion, I have assumed, without any independent
investigation, that (i) all documents that have been submitted to me as
originals are authentic, and that all documents that have been submitted to me
as copies conform to authentic, original documents; and (ii) all persons
executing agreements, instruments or documents examined or relied upon by me had
the capacity to sign such agreements, instruments or documents, and all such
signatures are genuine.

         I have assumed that each of the documents have been duly authorized,
executed and delivered by each of the parties thereto other than the Corporation
and constitute valid and legally binding obligations of such parties enforceable
in accordance with their respective


<PAGE>   3

Board of Directors
Page 3


terms, except as limited by Title 11 of the United States Code (Bankruptcy) and
other applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent
transfer, moratorium or other laws relating to or affecting creditors' rights
generally and general principles of equity, constitutional rights and public
policy, regardless of whether enforceability is considered in a proceeding at
law or in equity and except that the provisions requiring payment of attorneys'
fees may not be enforced by courts applying Ohio law.

         Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:

         (1) The Corporation is a corporation duly organized and validly
existing under the laws of the State of Ohio.

         (2) When in accordance with applicable law appropriate corporate action
has been taken to fix the terms of one or more issues of the Debt Securities
under the applicable Indenture and to authorize their issuance and sale, and
when the Debt Securities with the terms so fixed shall have been duly
authenticated under the applicable Indenture, and issued and sold as described
in the Prospectus included in the Registration Statement as it may at any time
be amended, and in any prospectus supplement relating thereto, pursuant to and
in a manner consistent with such corporate action, such Debt Securities will
constitute valid and legally binding obligations of the Corporation entitled to
the benefits provided by the applicable Indenture.

         (3) When and if any Debt Securities that have been issued in accordance
with paragraph 2 or paragraph 7 have been surrendered to the Corporation for
conversion in accordance with the applicable Indenture, and Common Shares,
shares of Preferred Stock or Debt Securities, as the case may be, so issuable
upon such conversion have been, in the case of Common Shares, validly issued or
delivered from Common Shares duly authorized and reserved therefor by
appropriate corporate action, or in the case of shares of Preferred Stock,
validly issued or delivered from shares of any Preferred Stock duly authorized
and reserved therefor after appropriate corporate and other action has been
taken in accordance with paragraph 4, or, in the case of Debt Securities,
validly issued or delivered from Debt Securities duly authorized and the terms
of which have been fixed by appropriate corporate action and authenticated under
an applicable Indenture, such Common Shares or Preferred Stock will be validly
issued, fully paid and nonassessable and such Debt Securities will constitute
valid and legally binding obligations of the Corporation entitled to the
benefits provided by the applicable Indenture.

         (4) When appropriate corporate action has been taken to authorize the
issuance and fix the terms of one or more issues of Preferred Stock in
accordance with applicable law and the Corporation's charter documents, such
shares of Preferred Stock will have been duly authorized and, when issued and
sold as described in the Prospectus included in the Registration Statement as it
may at any time be amended, and in any prospectus supplement


<PAGE>   4

Board of Directors
Page 4


relating thereto, pursuant to and in a manner consistent with such corporate
action, such shares of Preferred Stock will be validly issued, fully paid and
nonassessable.

         (5) When and if any shares of Preferred Stock that have been issued in
accordance with paragraph 4 or paragraph 7 have been surrendered to the
Corporation for conversion, and Common Shares or Debt Securities, as the case
may be, so issuable upon such conversion, have been duly issued or delivered
from Common Shares duly authorized and reserved therefor by appropriate
corporate action, or, in accordance with paragraph 2, from Debt Securities duly
authorized and the terms of which have been fixed by appropriate corporate
action and authenticated under the applicable Indenture, as the case may be,
such Common Shares will be validly issued, fully paid and nonassessable and such
Debt Securities will constitute valid and legally binding obligations of the
Corporation entitled to the benefits provided by the applicable Indenture.

         (6) When appropriate action has been taken to authorize the issuance
and fix the terms of one or more issues of Depositary Shares and the underlying
Preferred Stock in accordance with paragraph 4, and to authorize the execution
and delivery of the related Deposit Agreement, and when such Deposit Agreement
shall have been duly executed and delivered by the Corporation and the
Depositary, such Depositary Shares and shares of underlying Preferred Stock will
have been duly authorized and, when Depositary Receipts for such Depositary
Shares and the Depositary Shares shall have been issued and sold as described in
the prospectus included in the Registration Statement as it may at any time be
amended, and in any prospectus supplement relating thereto, or in accordance
with paragraph 7, pursuant to and in a manner consistent with such
authorization, and when the underlying Preferred Stock shall have been validly
issued after appropriate corporate action and other action has been taken in
accordance with paragraph 4, such Depositary Shares will be validly issued and
will entitle the holders thereof to the rights specified in the Depositary
Receipts and the Deposit Agreement.

         (7) When appropriate corporate action has been taken to authorize the
Corporation to execute and deliver the Securities Warrant Agreement, to fix the
terms of one or more issues thereunder of Securities Warrants, and to authorize
their issue, and such Securities Warrant Agreement shall have been duly executed
and delivered by the Corporation and the Securities Warrant Agent, and when
Securities Warrants with terms so fixed shall have been duly countersigned by
the Securities Warrant Agreement in accordance with such corporate action, such
Securities Warrants shall constitute valid and legally binding obligations of
the Corporation, and, where applicable (i) the Debt Securities issuable upon
exercise of any such Securities Warrants, when, in accordance with paragraph 2,
duly authorized by appropriate corporate action and authenticated under the
applicable Indenture, and when paid for in accordance with the terms of the
applicable Securities Warrants, will constitute valid and legally binding
obligations of the Corporation entitled to the benefits provided by the
applicable Indenture; (ii) the shares of Preferred Stock issuable upon exercise
of any such Securities Warrants, when duly authorized and reserved therefor
after appropriate corporate

<PAGE>   5

Board of Directors
Page 5

and other action has been taken in accordance with paragraph 4, and when paid
for in accordance with the terms of the applicable Securities Warrants, will
be validly issued, fully paid and nonassessable; (iii) the Common Shares
issuable upon exercise of any such Securities Warrants when duly authorized and
reserved for issuance therefor by appropriate corporate action, and when paid
for in accordance with the terms of the applicable Securities Warrants, will be
validly issued, fully paid and nonassessable; and (iv) the Depositary Shares
issuable upon exercise of any such Securities Warrants when duly authorized by
appropriate corporate  action and other action has been taken in accordance
with paragraph 6, and when paid for in accordance with the applicable
Securities Warrants, will be validly issued and will entitle the holders to the
rights specified in the Depositary Receipts and the Deposit Agreement.

         The opinions set forth above are subject to (i) bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium and other similar laws relating to or affecting the
enforcement of creditors' rights generally; (ii) general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law); and (iii) provisions of law that require that a judgment for money damages
rendered by a court in the United States be expressed only in United States
dollars.

         This opinion is given on the basis of the law and the facts existing as
of the date hereof. I assume no obligation to advise you of changes in matters
of fact or law which may thereafter occur. My opinion is based on statutory laws
and judicial decisions that are in effect on the date hereof, and I do not opine
with respect to any law, regulation, rule or governmental policy which may be
enacted or adopted after the date hereof.

         I am licensed to practice law in the State of Ohio and, accordingly,
the foregoing opinions are limited solely to the laws of the State of Ohio and
applicable federal laws of the United States. I call your attention to the fact
that the Indentures, the Deposit Agreement, the Securities Warrant Agreement and
certain other documents, agreements and instruments referred to above may be
governed by the laws of New York or a jurisdiction other than Ohio. I express no
opinion as to matters governed by any laws other than laws of the State of Ohio
and the federal laws of the United States of America.

         This opinion is intended solely for your use in connection with the
Corporation's Registration Statement on Form S-3 and may not be reproduced,
filed publicly, or relied upon by you for any other purpose or by any other
person for any purpose without our prior written consent.


<PAGE>   6

Board of Directors
Page 6



         I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the use of my name therein.

                                      Very truly yours,

                                      /s/ Daniel R. Stolzer

                                      Daniel R. Stolzer
                                      Vice President and
                                      Associate General Counsel
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>9
<FILENAME>l84408aex12.txt
<DESCRIPTION>EXHIBIT 12
<TEXT>

<PAGE>   1
                                                                    EXHIBIT (12)

                                     KEYCORP
                COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                              (dollars in millions)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                         NINE MONTHS ENDED
                                                           SEPTEMBER 30,                       YEAR ENDED DECEMBER 31,
                                                         ------------------      ---------------------------------------------------
                                                          2000        1999        1999        1998        1997        1996     1995
                                                         ------      ------      ------      ------      ------      ------   ------
<S>                                                      <C>         <C>         <C>         <C>         <C>         <C>      <C>
COMPUTATION OF EARNINGS
Net income                                               $  736      $  843      $1,107      $  996      $  919      $  783   $  825
Add: Provision for income taxes                             384         432         577         483         426         360      368
Less:  Extraordinary net gain                                --          --          --          --          --          --       36
                                                         ------      ------      ------      ------      ------      ------   ------
          Income before income taxes and
            extraordinary net gain                        1,120       1,275       1,684       1,479       1,345       1,143    1,157
Fixed charges, excluding interest on deposits             1,352       1,200       1,649       1,517       1,085         810      819
                                                         ------      ------      ------      ------      ------      ------   ------
          Total earnings for computation,
            excluding interest on deposits                2,472       2,475       3,333       2,996       2,430       1,953    1,976
Interest on deposits                                      1,275         955       1,305       1,359       1,462       1,469    1,705
                                                         ------      ------      ------      ------      ------      ------   ------
          Total earnings for computation,
            including interest on deposits               $3,747      $3,430      $4,638      $4,355      $3,892      $3,422   $3,681
                                                         ======      ======      ======      ======      ======      ======   ======

COMPUTATION OF FIXED CHARGES

Net rental expense                                       $  112      $  125      $  173      $  139      $  123      $  126   $  117
                                                         ======      ======      ======      ======      ======      ======   ======
Portion of net rental expense deemed
    representative of interest                           $   30      $   31      $   46      $   35      $   30      $   42   $   39
Interest on short-term borrowed funds                       522         478         646         801         642         492      519
Interest on long-term debt, including capital securities    800         691         957         681         413         276      261
                                                         ------      ------      ------      ------      ------      ------   ------
          Total fixed charges, excluding interest
            on deposits                                   1,352       1,200       1,649       1,517       1,085         810      819
Interest on deposits                                      1,275         955       1,305       1,359       1,462       1,469    1,705
                                                         ------      ------      ------      ------      ------      ------   ------
          Total fixed charges, including interest
            on deposits                                  $2,627      $2,155      $2,954      $2,876      $2,547      $2,279   $2,524
                                                         ======      ======      ======      ======      ======      ======   ======

COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Preferred stock dividend requirement on
    a pre-tax basis                                          --          --          --          --          --      $   12   $   23
Total fixed charges, excluding interest on deposits      $1,352      $1,200      $1,649      $1,517      $1,085         810      819
                                                         ------      ------      ------      ------      ------      ------   ------
       Combined fixed charges and preferred stock
           dividends, excluding interest on deposits      1,352       1,200       1,649       1,517       1,085         822      842
Interest on deposits                                      1,275         955       1,305       1,359       1,462       1,469    1,705
                                                         ------      ------      ------      ------      ------      ------   ------
       Combined fixed charges and preferred stock
           dividends, including interest on deposits     $2,627      $2,155      $2,954      $2,876      $2,547      $2,291   $2,547
                                                         ======      ======      ======      ======      ======      ======   ======

RATIO OF EARNINGS TO FIXED CHARGES

Excluding deposit interest                               1.83 x      2.06 x      2.02 x      1.97 x      2.24 x      2.41 x   2.42 x
Including deposit interest                               1.43 x      1.59 x      1.57 x      1.51 x      1.53 x      1.50 x   1.46 x

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

Excluding deposit interest                               1.83 x      2.06 x      2.02 x      1.97 x      2.24 x      2.38 x   2.35 x
Including deposit interest                               1.43 x      1.59 x      1.57 x      1.51 x      1.53 x      1.49 x   1.45 x
</TABLE>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>10
<FILENAME>l84408aex15.txt
<DESCRIPTION>EXHIBIT 15
<TEXT>

<PAGE>   1

                                                                    Exhibit (15)



                  ACKNOWLEDGMENT LETTER OF INDEPENDENT AUDITORS



Shareholders and Board of Directors
KeyCorp



We are aware of the incorporation by reference in the Registration Statement
(No. 333-    ) on Form S-3 of KeyCorp for the registration of $1,511,500,000 of
securities of our report dated October 12, 2000 relating to the unaudited
condensed consolidated interim financial statements of KeyCorp that are included
in its Form 10-Q for the quarter ended September 30, 2000.




Cleveland, Ohio
November 28, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>11
<FILENAME>l84408aex23-a.txt
<DESCRIPTION>EXHIBIT 23(A)
<TEXT>

<PAGE>   1

                                                                Exhibit (23)(a)



                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (No. 333-     ) on Form S-3 and the related Prospectus
Supplement of KeyCorp for the registration of $1,511,500,000 of securities and
to the incorporation by reference therein of our report dated January 14, 2000,
with respect to the consolidated financial statements of KeyCorp incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1999,
filed with the Securities and Exchange Commission.



Cleveland, Ohio
November 28, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.C
<SEQUENCE>12
<FILENAME>l84408aex23-c.txt
<DESCRIPTION>EXHIBIT 23(C)
<TEXT>

<PAGE>   1

                                                               Exhibit (23)(c)



                     [Thompson Hine & Flory LLP letterhead]



                               November 28, 2000



KeyCorp
127 Public Square
Cleveland, Ohio 44114

Ladies and Gentlemen:

We hereby consent to the quotation of our opinion under the heading "United
States Tax Considerations" in the Prospectus Supplement filed as a part of
KeyCorp's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on November 28, 2000, which Registration Statement also
constitutes Post-Effective Amendment No. 2 to KeyCorp's Registration Statement
on Form S-3, File No. 333-10577, and to the use of our name therein.

Very truly yours,

/s/ Thompson Hine & Flory LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.A
<SEQUENCE>13
<FILENAME>l84408aex24-a.txt
<DESCRIPTION>EXHIBIT 24(A)
<TEXT>

<PAGE>   1
                                                                EXHIBIT (24)(a)


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Robert W. Gillespie
                                                -------------------------------



<PAGE>   2


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/ K. Brent Somers
                                                -------------------------------



<PAGE>   3


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/ Leroy G. Irving
                                                -------------------------------



<PAGE>   4


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/ Cecil D. Andrus
                                                -------------------------------


<PAGE>   5

                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  William G. Bares
                                                -------------------------------



<PAGE>   6


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Edward P. Campbell
                                                -------------------------------



<PAGE>   7


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Carol A. Cartwright
                                                -------------------------------

<PAGE>   8


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Thomas A. Commes
                                                -------------------------------



<PAGE>   9


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Kenneth M. Curtis
                                                -------------------------------



<PAGE>   10


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Alexander M. Cutler
                                                -------------------------------


<PAGE>   11

                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Henry S. Hemingway
                                                -------------------------------



<PAGE>   12


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Charles R. Hogan
                                                -------------------------------



<PAGE>   13


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Douglas J. McGregor
                                                -------------------------------




<PAGE>   14


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Henry L. Meyer III
                                                -------------------------------



<PAGE>   15


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Steven A. Minter
                                                -------------------------------


<PAGE>   16


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.


                                                /s/ Bill R. Sanford
                                                -------------------------------


<PAGE>   17


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Ronald B. Stafford
                                                -------------------------------



<PAGE>   18


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Dennis W. Sullivan
                                                -------------------------------



<PAGE>   19


                                     KEYCORP
                                     -------

                                POWER OF ATTORNEY
                                -----------------

         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.

                                                /s/  Peter G. Ten Eyck, II
                                                -------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.B
<SEQUENCE>14
<FILENAME>l84408aex24-b.txt
<DESCRIPTION>EXHIBIT 24(B)
<TEXT>

<PAGE>   1
                                                                 Exhibit (24)(b)

                                                                  [KEYCORP LOGO]


                                                        KEYCORP
                                                        127 Public Square
                                                        Cleveland, OH 44114-1306



                                  CERTIFICATION
                                  -------------

         I, Steven N. Bulloch, hereby certify that I am the duly elected
Assistant Secretary of KeyCorp, a corporation duly organized and existing under
the laws of the State of Ohio (the "Corporation"), that I have in my possession
the corporate records regarding the Corporation, that attached hereto is a true
and correct copy of a resolution authorizing the increase in the aggregate
issue price of securities available for issuance under Shelf Registration dated
November 15, 2000, duly adopted by the Finance Committee of the Board of
Directors of the Corporation in a meeting thereof duly called and held November
15, 2000, at which meeting a quorum of the Finance Committee of the Board was
present throughout, and that the resolution has not been rescinded or amended
and remains in full force and effect.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand and the
seal of the Corporation this 28th day of November, 2000.

         {SEAL}                             /s/ Steven N. Bulloch
                                            ------------------------------------
                                            Steven N. Bulloch
                                            Assistant Secretary
<PAGE>   2

Resolution adopted by the Finance Committee of the Board of Directors of KeyCorp
on November 15, 2000.

         WHEREAS, the Board of Directors has previously authorized by resolution
adopted by the Board of Directors on July 18, 1996 (the "Shelf Resolution") the
issuance and sale by the Corporation of securities pursuant to a Registration
Statement designated by the U.S. Securities and Exchange Commission (the
"Commission") as No. 333-10577 (the "KeyCorp Registration Statement"); and

         WHEREAS, unissued securities remaining available for issuance under the
KeyCorp Registration Statement may be issued and sold for an aggregate issue
price of up to $161,500,000 (the "Available Shelf Securities"); and

         WHEREAS, the Corporation desires to increase the aggregate issue price
of securities over the amount which may be issued and sold pursuant to the Shelf
Resolution by an additional $1,500,000,000 (the "New Shelf Securities") and also
allow for the possible issuance of the New Shelf Securities and the Available
Shelf Securities pursuant to either private or foreign offerings, whether or not
exempt from registration under the securities laws of the United States; and

         WHEREAS, the Board of Directors desires to restate and replace the
matters authorized under the Shelf Resolution with the resolutions contained
herein which shall apply to both the Available Shelf Securities and the New
Shelf Securities (referred to collectively herein as "securities"); and

         WHEREAS, the Board of Directors deems it advisable to authorize and
approve certain actions to be taken in connection with the issuance and sale of
the securities.

                    .........................................

         RESOLVED, that the Corporation is hereby authorized to issue, from time
to time, in one or more offerings, pursuant to either a registration statement
under the securities laws of the United States or an exemption therefrom,
whether for private offerings or exempt foreign offerings, the Available Shelf
Securities and New Shelf Securities with an aggregate issue price of up to
$1,661,500,000. The securities may be either: (a) debt securities ("Debt
Securities") which may be either senior or subordinated indebtedness, including
without limitation, medium-term notes; (b) warrants to purchase Debt Securities
("Debt Warrants"); (c) Common Shares with a par value of $1.00 each of the
Corporation ("Common Shares") accompanied by rights to purchase Common Shares
("Rights") under the Corporation's Restated Rights Agreement, dated May 15,
1997, as amended; (d) shares of the Corporation's preferred stock with a par
value of $1.00 each ("Preferred Stock"), which may be issued in the form of
depositary shares ("Depositary Shares") evidenced by depositary receipts; (e)
warrants to purchase Common Shares, Preferred Stock, or Depositary Shares
("Stock Warrants"), or any combination of the foregoing, either individually or
as units consisting of one or more



                                       1
<PAGE>   3

securities. Any issue of subordinated Debt Securities (the "Subordinated Debt
Securities") may be exchangeable for Common Shares or Preferred Stock ("Capital
Securities"), and any issue of Preferred Stock may be exchangeable for any class
or series of Capital Securities, or other debt securities of the Corporation.
The Subordinated Debt Securities may be subject to conversion by the Corporation
into Capital Securities of the Corporation. Preferred Stock may be subject to
conversion by the Corporation into any class or series of Capital Securities.
The Debt Securities, the Preferred Stock, the Depositary Shares, and the Common
Shares are hereinafter referred to collectively as "Warrant Exercise Items". The
Debt Warrants and the Stock Warrants are collectively referred to as the
"Warrants" and the Debt Securities, Warrants, Common Shares, Rights, Preferred
Stock, and Depositary Shares are collectively referred to herein as
"Securities". The Securities may be offered and sold in either a single offering
or a series of offerings in the United States or elsewhere, may be denominated
when issued in U.S. dollars or any foreign currency, currency unit, or composite
currency ("Currency") and may be issued on such terms as hereafter shall be
determined, in accordance with these resolutions or otherwise, by this Board of
Directors.

                    ........................................

         RESOLVED, that the Finance Committee of the Board of Directors or, if
and to the full extent permissible under law, any one of the Chief Executive
Officer, President, Chief Financial Officer, and the Treasurer, each of the
Corporation, the Senior Vice President of KeyBank National Association with
responsibility for funds management, and the Senior Vice President of KeyBank
National Association with responsibility for capital planning functions (each,
an "Authorized Pricing Official") is hereby authorized, in the name and on
behalf of the Corporation, subject to the limitations set forth in these
resolutions, to exercise all of the authority of the Board of Directors in
connection with the authorization and issuance of Securities. Within the
limitations specified in these resolutions, the Finance Committee of the Board
of Directors or, if and to the full extent permissible under law, an Authorized
Pricing Official is hereby authorized and empowered to approve, for and on
behalf of the Corporation:

         (a) FOR EACH ISSUANCE OF SECURITIES: (i) the underwriter(s) or
         dealer(s), if any, to which such Securities are to be sold, or the
         agent(s), if any, for such sales by the Corporation of such Securities;
         (ii) the price (or a range of prices) to be paid by underwriters or
         dealers, if any, or the offering prices (or a range of offering prices)
         to other purchasers and any discount (or a range of discounts) to be
         received by or commission (or a range of commissions) paid to, any
         underwriters, dealers, or sales agents; (iii) the Currency in which the
         Securities are to be denominated; (iv) the date on which such
         Securities shall be issued and sold; (v) any trustees, security
         registrars, authenticating or paying agents, exchange agents, or
         transfer agents; and (vi) any and all other terms and conditions of
         such Securities as the Finance Committee or, if and to the full extent
         permissible under law, an Authorized Pricing Official, determines to
         establish or to authorize any Authorized Official to establish within a
         range of choices established by the Finance Committee or an Authorized
         Pricing Official, as the case may be, including without limitation:



                                       2
<PAGE>   4

                  (A) FOR EACH ISSUANCE OF PREFERRED STOCK: (1) the designation
                  of each series, which may be by distinguishing number, letter,
                  or title; (2) the authorized number of shares of each series;
                  (3) the dividend rate or rates of the shares of each series;
                  (4) the dates on which dividends, if declared, shall be
                  payable, and in the case of series on which dividends are
                  cumulative, the dates from which dividends shall be
                  cumulative; (5) the redemption rights and price or prices, if
                  any, for shares of each series; (6) the amount, terms,
                  conditions, and manner of operation of any retirement or
                  sinking fund to be provided for the purchase or redemption of
                  shares of each series; (7) the amounts payable on shares of
                  each series in the event of any voluntary or involuntary
                  liquidation, dissolution, or winding up of the affairs of the
                  Corporation; (8) the authorization of Depositary Shares and
                  the issuance of depositary receipts, if any, including the
                  determination of the fractional interest in a share of
                  Preferred Stock represented by each depositary receipt, as
                  well as the terms and conditions of any related agreement, the
                  selection of a depositary, and the fees and expenses of such
                  depositary; (9) the restrictions, if any, upon the issuance of
                  any additional shares of the same series or of any other class
                  or series; (10) the appointment of any registrar and transfer
                  agent for the registration, transfer, and exchange of the
                  Preferred Stock and the appointment of a dividend disbursing
                  and withholding agent, if any, for the Preferred Stock; (11)
                  the terms of conversion if such shares of Preferred Stock are
                  convertible into other Capital Securities of the Corporation;
                  and (12) all other terms and conditions of the Preferred
                  Stock;

                  (B) FOR EACH ISSUANCE OF DEBT SECURITIES: (1) the form(s) of
                  such Debt Securities; (2) the title of such Debt Securities
                  and whether such Debt Securities are senior or subordinated;
                  (3) the terms of subordination of the Subordinated Debt
                  Securities; (4) any limit upon the aggregate principal amount
                  of such Debt Securities that may be authenticated and
                  delivered under the applicable indenture; (5) the date or
                  dates, or the methods by which such date or dates will be
                  determined or extended, on which the principal of such Debt
                  Securities shall be payable; (6) the rate or rates at which
                  such Debt Securities shall bear interest, if any, or the
                  methods by which such rate or rates shall be determined, the
                  date or dates from which such interest, if any, shall accrue
                  or the methods by which such date or dates shall be
                  determined, the date or dates on which such interest, if any,
                  will be payable and the record date or dates, if any, for the
                  interest payable on any registered Debt Security on any
                  interest payment date, or the methods by which such date shall
                  be determined, and the basis upon which interest shall be
                  calculated if other than that of a 360-day year of twelve
                  30-day months; (7) the maturity date of such Debt Securities;
                  (8) the period or periods within which, the price or prices at
                  which, the Currency or Currencies in which, and other terms
                  and conditions upon which, such Debt Securities may be
                  redeemed, in whole or in part, at the option of the
                  Corporation, and whether the Corporation is to have the
                  option; (9) if such Debt Securities are to be convertible into
                  Capital Securities of the Corporation, the terms upon which



                                       3
<PAGE>   5

                  such Debt Securities will be converted into Capital Securities
                  of the Corporation; and (10) all other terms and conditions of
                  such Debt Securities; and

                  (C) FOR EACH ISSUANCE OF WARRANTS: (1) the designation,
                  aggregate amounts, price, and terms of the Warrants and the
                  Warrant Exercise Items which may be issued or sold upon the
                  exercise of such Warrants; (2) the designation and terms of
                  any related Securities with which such Warrants may be issued
                  and the number of such Warrants issued with each such
                  Security; (3) the designation, number, purchase price, and
                  terms of the Warrant Exercise Items purchasable upon the
                  exercise of the Warrants; (4) the date, if any, on and after
                  which such Warrants and the related Securities will be
                  separately transferable; (5) the principal or other amount of
                  Warrant Exercise Items which may be purchased or sold upon
                  exercise of each Warrant and the price at which such principal
                  or other amount of Warrant Exercise Items may be purchased or
                  sold upon such exercise; (6) the date on which the right to
                  exercise such Warrants shall commence and the date on which
                  such right shall expire; and (7) all other terms and
                  conditions of the Warrants;

and the Finance Committee or an Authorized Pricing Official, as appropriate, is
hereby authorized, in the name and on behalf of the Corporation, to take any and
all such action to do, or authorize to be done, all such things as the Finance
Committee or such Authorized Pricing Official may deem necessary and appropriate
to effectuate the purposes of these resolutions.

         FURTHER RESOLVED, that, with respect to the issuance and sale of the
Securities, the Finance Committee or, if and to the full extent permissible
under law, an Authorized Pricing Official is authorized: (a) to reserve for
issuance out of the Corporation's authorized but unissued Common Shares and
Preferred Stock such number of shares as shall be issuable upon conversion of
all Debt Securities into such Capital Securities in accordance with the terms of
the applicable indenture; (b) to reserve for issuance out of the Corporation's
authorized but unissued Common Shares such number of shares as shall be issuable
upon conversion of all Preferred Stock into such Common Shares in accordance
with the express terms of the applicable class of Preferred Stock; and (c) to
issue such reserved Common Shares or shares of Preferred Stock.

                    ........................................

         RESOLVED, that each of the Authorized Pricing Officials, the Senior
Executive Vice President and General Counsel, the Chief Accounting Officer, the
Deputy General Counsel, and the Vice President with responsibility for mergers
and acquisitions, securities and capital markets, each of the Corporation (each,
an "Authorized Official"), or any other officer of the Corporation or any
affiliate thereof, designated by any one of them, are hereby authorized, for and
on behalf of the Corporation, to take the following actions with respect to the
issuance and sale of Securities:



                                       4
<PAGE>   6

         (a) in connection with the proposed sale of Debt Securities, to execute
         and deliver one or more trust indentures or fiscal agency agreements,
         including any amendment or supplements thereto with such trustees or
         fiscal agents as shall be selected by an Authorized Official, or any
         other officer designated by an Authorized Official, signing such
         indenture, in such form and with such provisions as such Authorized
         Official or other officer executing such document shall approve;

         (b) in connection with any proposed sale of Preferred Stock, to execute
         and cause to be filed with the Secretary of State of the State of Ohio
         a Certificate of Amendment of the Amended and Restated Articles of
         Incorporation of the Corporation relating to each series of the
         Preferred Stock, with a par value of $1.00 each, of the Corporation,
         setting forth the initial number of shares and the designation,
         relative rights, preferences and limitations, to the extent not set
         forth in Part A of Article IV of the Amended and Restated Articles of
         Incorporation, of each series of Preferred Stock, as provided in these
         resolutions and in the Certificate of Amendment as so filed;

         (c) to execute and deliver forms of certificates evidencing the Debt
         Securities, Preferred Stock, Depositary Shares, Common Shares, or
         Warrants which signatures may be facsimiles (if an Authorized Official,
         or any other officer of the Corporation or an affiliate thereof
         designated by an Authorized Official, whose manual or facsimile
         signature appears on any of such certificates ceases to be such an
         officer of the Corporation or an affiliate thereof prior to the
         issuance of such certificate, such certificates shall nevertheless be
         valid);

         (d) in connection with the registration with the Commission and the
         public offering and sale of the Securities by such underwriters or
         agents as are selected by the Finance Committee or an Authorized
         Pricing Official, as appropriate, to (i) approve and authorize the form
         of underwriting agreement or distribution agreement setting forth,
         among other things, (A) the terms of the public offering and sale, (B)
         the Corporation's representations, warranties, and agreements with
         respect to the filing with the Commission of a registration statement
         on Form S-3 (or such other form or forms as are applicable) under the
         Securities Act of 1933, as amended (the "Securities Act"), and (C) the
         agreement of the Corporation to indemnify the underwriters or agents
         against certain losses or liabilities which may arise out of actual, or
         alleged misstatements of material facts or actual or alleged omissions
         to state material facts, in such a Registration Statement, and (ii)
         negotiate, execute, deliver, and perform such underwriting agreement or
         distribution agreement;

         (e) if he or she deems it advisable, (i) to apply for listing on the
         New York Stock Exchange of all or part of the Securities; (ii) to
         execute and file in the name and on behalf of the Corporation any
         applications on Form 8-A or on any amendment to any Form 8-A
         theretofore filed for the registration of all or part of the Securities
         under the Securities Exchange Act of 1934, as amended, in connection
         with the listing of such Securities on a national securities exchange
         and any other documents or agreements which may be necessary or
         desirable (in the opinion of the executing officer as



                                       5
<PAGE>   7

         evidenced by such execution) to effect such listing; and (iii) to
         appear or authorize representatives to appear on behalf of the
         Corporation, if required, before the committee on listing of such
         exchange;

         (f) to execute one or more warrant agreements relating to Warrants in
         such form as an Authorized Official, or any other officer of the
         Corporation or any affiliate thereof designated by an Authorized
         Official, executing such agreements shall approve;

         (g) to negotiate and establish a form of depositary agreement for
         shares of Preferred Stock of which Depositary Shares shall be sold and
         to execute one or more depositary agreements substantially in such
         form, with such changes or amendments thereto as an Authorized
         Official, or any other officer of the Corporation or any affiliate
         thereof designated by an Authorized Official, executing the same may
         deem necessary or advisable;

         (h) to enter into such agreements with a third party or parties as are
         necessary to provide interest rate protection to the Corporation
         relating to the issuance of the Securities (or a portion thereof) for
         such period or periods and pursuant to such other terms and conditions
         as an Authorized Pricing Official, or any other officer of the
         Corporation or any affiliate thereof designated by an Authorized
         Official, may deem necessary or advisable, including future, hedging,
         or other transactions;

         (i) to take any and all actions as such Authorized Official may deem
         necessary or desirable to effect the global issuance and sale of the
         Securities, including but not limited to the appointment of and
         negotiation of agreements with Euroclear System and Cedelbank, the
         issuance of Debt Securities in registered or bearer form, and any and
         all other actions for the authorization and issuance of Securities
         pursuant to a registration statement filed with the Commission or an
         exemption therefrom; and

         (j) to negotiate, prepare or cause to be prepared, execute, and deliver
         all other agreements or documents as an Authorized Official, or any
         other officer of the Corporation or any affiliate thereof designated by
         an Authorized Official, may deem necessary or desirable in order to
         implement or effect any of the resolutions contained herein.

                    ........................................

         RESOLVED, that, with respect to registration of the Securities, each of
the Authorized Officials or any other officer of the Corporation or any
affiliate thereof designated by any one of them is hereby authorized, for and on
behalf of the Corporation, to take the following actions:

         (a) prepare or cause to be prepared amendments to the KeyCorp
         Registration Statement or one or more new registration statements on
         Form S-3 (or such other form or forms as are applicable) to be filed
         with the Commission under the Securities Act,



                                       6
<PAGE>   8

         pursuant to Rule 415 thereunder, for the purpose of registering the
         offering of the additional amount of Securities authorized by these
         resolutions on a delayed or continuous basis, and any amendments,
         post-effective amendments, or supplements thereto, and exhibits and
         other documents in connection therewith; and, in order to carry out
         such actions, each of the Authorized Officials is hereby appointed as
         the attorney of the Corporation, with full power of substitution and
         resubstitution, for and in the name, place, or stead of the
         Corporation, to sign and file (i) any registration statement on Form
         S-3 (or on such other form or forms as applicable), (ii) any and all
         amendments, post-effective amendments, or supplements thereto, and
         exhibits, and (iii) any and all applications and other documents to be
         filed with the Commission pertaining to the Securities or such
         registration, with full power and authority to do and perform any and
         all such acts and things whatsoever requisite and necessary to effect
         such registration;

         (b) to take any action which any of them may deem necessary or
         advisable to effect the registration or qualification of the Securities
         under the securities or blue sky laws of any of the States of the
         United States of America or to carry out such offering, and, in
         connection therewith, to execute, acknowledge, verify, deliver, file,
         and publish all such applications, reports, issuer's covenants,
         resolutions, and other papers and instruments, to post bonds or
         otherwise give security as may be required under such laws and to take
         all such further action as any of them may deem necessary or advisable
         in order to maintain any such registration or qualification for as long
         as an Authorized Official, or any other officer of the Corporation or
         an affiliate thereof designated by an Authorized Official, may deem to
         be in the best interests of the Corporation;

         (c) to execute and file irrevocable written consents to service of
         process in all States of the United of America where such consents may
         be required or advisable under the securities law thereof in connection
         with the registration or qualification of the Securities, and to
         appoint the appropriate person as agent of the Corporation for the
         purpose of receiving and accepting such process; and

         (d) to include the Debt Securities, if any, under one or more new
         indentures or the existing Debt Securities Indenture dated as of June
         10, 1994, between the Corporation and Bankers Trust Company, as
         Trustee, or, in the case of Subordinated Debt Securities, the
         Subordinated Debt Securities Indenture dated as of June 10, 1994,
         between the Corporation and Bankers Trust Company.

                    ........................................

         RESOLVED, that for the purposes of facilitating the signing and filing
of any Registration Statement and any amendments or supplements thereto or
documents in connection therewith, Thomas C. Stevens, K. Brent Somers, Joseph M.
Vayda, John H. Mancuso or Daniel R. Stolzer each be and they hereby are,
designated as attorney and agent of the Corporation, with full power of
substitution and resubstitution, and that the Authorized Officials and directors
of the Corporation each be and they hereby are, authorized to grant



                                       7
<PAGE>   9

their several powers of attorney and the power of attorney of the Corporation to
Thomas C. Stevens, Joseph M. Vayda and Daniel R. Stolzer, and to each of them
acting alone, with full power of substitution and resubstitution.

                    ........................................

         RESOLVED, that any form of additional resolution or resolutions
required by law or regulation in connection with the foregoing resolutions be
and hereby are adopted, and that the Secretary or any Assistant Secretary of the
Corporation be and each of them hereby is authorized to certify as having been
adopted by the Board of Directors of the Corporation any such form of
resolution, and a copy of each form of resolution so certified shall be attached
to the minutes of this meeting.

         FURTHER RESOLVED, that the Authorized Officials each be and they hereby
are, authorized in the name and on behalf of the Corporation, to execute and
deliver any and all certificates, agreements and other documents, to take, or
cause to be taken, any and all steps and to do any and all acts and things, and
to pay, or cause to be paid, all such fees and expenses which they, or any of
them, may approve in order to effectuate the purposes and intent of the
foregoing resolutions and to consummate all transactions contemplated thereby,
including, without limitation, interest rate swaps and similar agreements, with
the execution of any such document or the taking of any such action conclusively
evidencing such approval.




                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>15
<FILENAME>l84408aex25.txt
<DESCRIPTION>EXHIBIT 25
<TEXT>

<PAGE>   1

                                                                      Exhibit 25

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

                              --------------------
                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
         CORPORATION DESIGNATED TO ACT AS TRUSTEE

         CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
         TO SECTION 305(b)(2)

                         ------------------------------

                              BANKERS TRUST COMPANY
               (Exact name of trustee as specified in its charter)

NEW YORK                                             13-4941247
(Jurisdiction of Incorporation or                    (I.R.S. Employer
organization if not a U.S. national bank)            Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK                                   10006
(Address of principal                                (Zip Code)
executive offices)

                                 BANKERS TRUST COMPANY
                                 LEGAL DEPARTMENT
                                 130 LIBERTY STREET, 31ST FLOOR
                                 NEW YORK, NEW YORK  10006
                                 (212) 250-2201

            (Name, address and telephone number of agent for service)

             ------------------------------------------------------

                                     KEYCORP
             (Exact name of Registrant as specified in its charter)

                  OHIO                                  34-6542451
(State or other jurisdiction or organization)         (IRS Employer
                                                    Identification no.)

                                127 PUBLIC SQUARE
                           CLEVELAND, OHIO 44114-1306
                                 (216) 689-6300
                (Address, including zip code and telephone number
                         of principal executive offices)

                                 DEBT SECURITIES


<PAGE>   2


ITEM 1. GENERAL INFORMATION.

                  Furnish the following information as to the trustee.

                  (a)      Name and address of each examining or supervising
                           authority to which it is subject.

                  NAME                                       ADDRESS
                  ----                                       -------

                  Federal Reserve Bank (2nd District)        New York, NY
                  Federal Deposit Insurance Corporation      Washington, D.C.
                  New York State Banking Department          Albany, NY

                  (b)      Whether it is authorized to exercise corporate trust
                           powers. Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

                  If the obligor is an affiliate of the Trustee, describe each
                  such affiliation.

                  None.

ITEM 3. -15. NOT APPLICABLE

ITEM 16. LIST OF EXHIBITS.

                  EXHIBIT 1 -    Restated Organization Certificate of Bankers
                                 Trust Company dated August 6, 1998, Certificate
                                 of Amendment of the Organization Certificate of
                                 Bankers Trust Company dated September 25, 1998,
                                 and Certificate of Amendment of the
                                 Organization Certificate of Bankers Trust
                                 Company dated December 16, 1998, copies
                                 attached.

                  EXHIBIT 2 -    Certificate of Authority to commence business -
                                 Incorporated herein by reference to Exhibit 2
                                 filed with Form T-1 Statement, Registration No.
                                 33-21047.

                  EXHIBIT 3 -    Authorization of the Trustee to exercise
                                 corporate trust powers - Incorporated herein by
                                 reference to Exhibit 2 filed with Form T-1
                                 Statement, Registration No. 33-21047.

                  EXHIBIT 4 -    Existing By-Laws of Bankers Trust Company, as
                                 amended on June 22, 1999. Copy attached.


                                       -2-


<PAGE>   3


                  EXHIBIT 5 -    Not applicable.

                  EXHIBIT 6 -    Consent of Bankers Trust Company required by
                                 Section 321(b) of the Act. - Incorporated
                                 herein by reference to Exhibit 4 filed with
                                 Form T-1 Statement, Registration No. 22-18864.

                  EXHIBIT 7 -    The latest report of condition of Bankers Trust
                                 Company dated as of June 30, 1999. Copy
                                 attached.

                  EXHIBIT 8 -    Not Applicable.

                  EXHIBIT 9 -    Not Applicable.





                                       -3-


<PAGE>   4


                                    SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on this 28th day
of November, 2000.

                                             BANKERS TRUST COMPANY



                                             By:   /s/ Tara Netherton
                                                  ------------------------------
                                                      Tara Netherton
                                                      Associate


                                       -4-


<PAGE>   5


                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on this 28th day
of November, 2000.

                                               BANKERS TRUST COMPANY


                                                   /s/ Tara Netherton
                                                   -----------------------------
                                               By:      Tara Netherton
                                                        Associate

bb

                                       -5-


<PAGE>   6


                               State of New York,

                               BANKING DEPARTMENT

         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated September 16, 1998, providing for an increase in
authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of
New York,

                              this 25th day of September in the Year of our Lord
                              one thousand nine hundred and ninety-eight.

                                                     Manuel Kursky
                                            ------------------------------
                                            Deputy Superintendent of Banks



<PAGE>   7






                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY



                          ----------------------------

                               Under Section 8007
                               Of the Banking Law



                          ----------------------------









                              Bankers Trust Company
                               130 Liberty Street
                              New York, N.Y. 10006



    Counterpart Filed in the Office of the Superintendent of Banks, State of
                           New York, August 31, 1998



<PAGE>   8







                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                                  BANKERS TRUST
                      Under Section 8007 of the Banking Law

                          -----------------------------


         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary and a Vice President and an Assistant
Secretary of BANKERS TRUST COMPANY, do hereby certify:

         1. The name of the corporation is Bankers Trust Company.

         2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on the March 5, 1903.

         3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein set forth
in full, to wit:

                          "Certificate of Organization
                                       of
                              Bankers Trust Company

         Know All Men By These Presents That we, the undersigned, James A.
Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A.
Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H.
Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C.
Young, all being persons of full age and citizens of the United States, and a
majority of us being residents of the State of New York, desiring to form a
corporation to be known as a Trust Company, do hereby associate ourselves
together for that purpose under and pursuant to the laws of the State of New
York, and for such purpose we do hereby, under our respective hands and seals,
execute and duly acknowledge this Organization Certificate in duplicate, and
hereby specifically state as follows, to wit:

         I. The name by which the said corporation shall be known is Bankers
Trust Company.

         II. The place where its business is to be transacted is the City of New
York, in the State of New York.

         III. Capital Stock: The amount of capital stock which the corporation
is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
shares with a par value of $10 each designated as Common Stock and 1,000 shares
with a par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

         (a) Common Stock


<PAGE>   9


         1. Dividends: Subject to all of the rights of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the corporation legally available for
the payment of dividends.

         2. Voting Rights: Except as otherwise expressly provided with respect
to the Series Preferred Stock or with respect to any series of the Series
Preferred Stock, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, each holder of the Common
Stock being entitled to one vote for each share thereof held.

         3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

         4. Preemptive Rights: No holder of Common Stock of the corporation
shall be entitled, as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class or series
whatsoever, any rights or options to purchase stock of any class or series
whatsoever, or any securities convertible into, exchangeable for or carrying
rights or options to purchase stock of any class or series whatsoever, whether
now or hereafter authorized, and whether issued for cash or other consideration,
or by way of dividend or other distribution.

         (b) Series Preferred Stock

         1. Board Authority: The Series Preferred Stock may be issued from time
to time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

                  (i) The number of shares to constitute such series (which
         number may at any time, or from time to time, be increased or decreased
         by the Board of Directors, notwithstanding that shares of the series
         may be outstanding at the time of such increase or decrease, unless the
         Board of Directors shall have otherwise provided in creating such
         series) and the distinctive designation thereof;

                  (ii) The dividend rate on the shares of such series, whether
         or not dividends on the shares of such series shall be cumulative, and
         the date or dates, if any, from which dividends thereon shall be
         cumulative;

                  (iii) Whether or not the share of such series shall be
         redeemable, and, if redeemable, the date or dates upon or after which
         they shall be redeemable, the amount

<PAGE>   10


         or amounts per share (which shall be, in the case of each share, not
         less than its preference upon involuntary liquidation, plus an amount
         equal to all dividends thereon accrued and unpaid, whether or not
         earned or declared) payable thereon in the case of the redemption
         thereof, which amount may vary at different redemption dates or
         otherwise as permitted by law;

                  (iv) The right, if any, of holders of shares of such series to
         convert the same into, or exchange the same for, Common Stock or other
         stock as permitted by law, and the terms and conditions of such
         conversion or exchange, as well as provisions for adjustment of the
         conversion rate in such events as the Board of Directors shall
         determine;

                  (v) The amount per share payable on the shares of such series
         upon the voluntary and involuntary liquidation, dissolution or winding
         up of the corporation;

                  (vi) Whether the holders of shares of such series shall have
         voting power, full or limited, in addition to the voting powers
         provided by law and, in case additional voting powers are accorded, to
         fix the extent thereof; and

                  (vii) Generally to fix the other rights and privileges and any
         qualifications, limitations or restrictions of such rights and
         privileges of such series, provided, however, that no such rights,
         privileges, qualifications, limitations or restrictions shall be in
         conflict with the organization certificate of the corporation or with
         the resolution or resolutions adopted by the Board of Directors
         providing for the issue of any series of which there are shares
         outstanding.

         All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Series Preferred Stock of all series shall be of equal
rank and shall be identical in all respects except that to the extent not
otherwise limited in this Article III any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (I) to
(vii) inclusive above.

           2. Dividends: Dividends on the outstanding Series Preferred Stock of
each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extend
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

         All Shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratably in the payment thereof in accordance
with the sums which would by payable on such shares if all dividends were paid
in full, provided, however, that nay two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.


<PAGE>   11


           3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

           4. Liquidation: In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary, each series of
Series Preferred Stock shall have preference and priority over the Common Stock
for payment of the amount to which each outstanding series of Series Preferred
Stock shall be entitled in accordance with the provisions thereof and each
holder of Series Preferred Stock shall be entitled to be paid in full such
amount, or have a sum sufficient for the payment in full set aside, before any
payments shall be made to the holders of the Common Stock. If, upon liquidation,
dissolution or winding up of the corporation, the assets of the corporation or
proceeds thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

         5. Redemption: In the event that the Series Preferred Stock of any
series shall be made redeemable as provided in clause (iii) of paragraph 1 of
section (b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable redemption price fixed by the Board of
Directors as provided herein, plus an amount equal to accrued and unpaid
dividends to the date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate filed pursuant to law with respect to
the series.

           6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

         (c) Provisions relating to Floating Rate Non-Cumulative Preferred
Stock, Series A. (Liquidation value $1,000,000 per share.)

         1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

         2. Number: The number of shares of Series A Preferred Stock shall
initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased
or otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

         3. Dividends:

         (a) Dividend Payments Dates. Holders of the Series A Preferred Stock
shall be entitled to receive non-cumulative cash dividends when, as and if
declared by the Board of Directors of the corporation, out of funds legally
available therefor, from the date of original


<PAGE>   12


issuance of such shares (the "Issue Date") and such dividends will be payable on
March 28, June 28, September 28 and December 28 of each year (:Dividend Payment
Date") commencing September 28, 1990, at a rate per annum as determined in
paragraph 3(b) below. The period beginning on the Issue Date and ending on the
day preceding the firs Dividend Payment Date and each successive period
beginning on a Dividend Payment Date and ending on the date preceding the next
succeeding Dividend Payment Date is herein called a "Dividend Period". If any
Dividend payment Date shall be, in The City of New York, a Sunday or a legal
holiday or a day on which banking institutions are authorized by law to close,
then payment will be postponed to the next succeeding business day with the same
force and effect as if made on the Dividend Payment Date, and no interest shall
accrue for such Dividend Period after such Dividend Payment Date.

         (b) Dividend Rate. The dividend rare from time to time payable in
respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on
the basis of the following provisions:

         (i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

         (ii) On any Dividend Determination Date on which fewer than those
offered rates for the applicable maturity appear on the Reuters Screen LIBO Page
as specified in paragraph (I) above, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars having a maturity of three months
commending on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the rates quoted by three major banks in New York
City selected by the corporation at approximately 11:00 A.M., New York City
time, on such Dividend Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the second London
Business Day immediately following such Dividend Determination Date and in a
principal amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the corporation are not quoting as aforementioned in
this sentence, then, with respect to such Dividend Period, LIBOR for the
preceding Dividend Period will be continued as LIBOR for such Dividend Period.

         (ii) The Dividend Rate for any Dividend Period shall be equal to the
lower of 18% of 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.


<PAGE>   13


As used above, the term "Dividend Determination Date" shall mean, with resect to
any Dividend Period, the second London Business Day prior to the commencement of
such Dividend Period; and the term "London Business Day" shall mean any day that
is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions generally are authorized or required by law or executive
order to close and that is a day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.

         4. Voting Rights: The holders of the Series A Preferred Stock shall
have the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

         So long as any shares of Series A Preferred Stock remain outstanding,
the corporation shall not, without the affirmative vote or consent of the
holders of at least a majority of the votes of the Series Preferred Stock
entitled to vote outstanding at the time, given in person or by proxy, either in
writing or by resolution adopted at a meeting at which the holders of Series A
Preferred Stock (alone or together with the holders of one or more other series
of Series Preferred Stock at the time outstanding and entitled to vote) vote
separately as a class, alter the provisions of the Series Preferred Stock so as
to materially adversely affect its rights; provided, however, that in the event
any such materially adverse alteration affects the rights of only the Series A
Preferred Stock, then the alteration may be effected with the vote or consent of
at least a majority of the votes of the Series A Preferred Stock; provided,
further, that an increase in the amount of the authorized Series Preferred Stock
and/or the creation and/or issuance of other series of Series Preferred Stock in
accordance with the organization certificate shall not be, nor be deemed to be,
materially adverse alterations. In connection with the exercise of the voting
rights contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have one vote for each share of stock held and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted to them.

         The foregoing voting provisions will not apply if, in connection with
the matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

         5. Liquidation: Subject to the provisions of section (b) of this
Article III, upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the holders of the Series A Preferred Stock
shall have preference and priority over the Common Stock for payment out of the
assets of the corporation or proceeds thereof, whether from capital or surplus,
of $1,000,000 per share (the "liquidation value") together with the amount of
all dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

         6. Redemption: Subject to the provisions of section (b) of this Article
III, Series A Preferred Stock may be redeemed, at the option of the corporation
in whole or part, at any time or from time to time at a redemption price of
$1,000,000 per share, in each case plus accrued and unpaid dividends to the date
of redemption.

         At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

         In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed in
the following manner: a notice specifying the shares to be redeemed and the time
and place or redemption (and, if less than the


<PAGE>   14


total outstanding shares are to be redeemed, specifying the certificate numbers
and number of shares to be redeemed) shall be mailed by first class mail,
addressed to the holders of record of the Series A Preferred Stock to be
redeemed at their respective addressees as the same shall appear upon the books
of the corporation, not more than sixty (60) days and not less than thirty (30)
days previous to the date fixed for redemption. In the event such notice is not
given to any shareholder such failure to give notice shall not affect the notice
given to other shareholders. If less than the whole amount of outstanding Series
A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected
by lot or pro rata in any manner determined by resolution of the Board of
Directors to b fair and proper. From and after the date fixed in any such notice
as the date of redemption (unless default shall be made by the corporation in
providing moneys at the time and place of redemption for the payment of the
redemption price) all dividends upon the Series A Preferred Stock so called for
redemption shall cease to accrue, and all rights of the holders of said Series A
Preferred Stock as stockholders in the corporation, except the right to receive
the redemption price (without interest) upon surrender of the certificate
representing the Series A Preferred Stock so called for redemption, duly
endorsed for transfer, if required, shall cease and terminate. The corporation's
obligation to provide moneys in accordance with the preceding sentence shall be
deemed fulfilled if, on or before the redemption date, the corporation shall
deposit with a bank or trust company (which may e an affiliate of the
corporation) having an office in the Borough of Manhattan, City of New York,
having a capital and surplus of at least $5,000,000 funds necessary for such
redemption, in trust with irrevocable instructions that such funds be applied to
the redemption of the shares of Series A Preferred Stock so called for
redemption. Any interest accrued on such funds shall be paid to the corporation
from time to time. Any funds so deposited and unclaimed at the end of two (2)
years from such redemption date shall be released or repaid to the corporation,
after which the holders of such shares of Series A Preferred Stock so called for
redemption shall look only to the corporation for payment of the redemption
price.

         IV. The name, residence and post office address of each member of the
corporation are as follows:

<TABLE>
<CAPTION>
                 Name                    RESIDENCE                              POST OFFICE ADDRESS
                 ----

<S>                                      <C>                                    <C>
James A. Blair                           9 West 50th Street,                    33 Wall Street,
                                           Manhattan, New York City               Manhattan, New York City

James G. Cannon                          72 East 54th Street,                   14 Nassau Street,
                                           Manhattan New York City                Manhattan, New York City

E. C. Converse                           3 East 78th Street,                    139 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Henry P. Davison                         Englewood,                             2 Wall Street,
                                           New Jersey                             Manhattan, New York City

Granville W. Garth                       160 West 57th Street,                  33 Wall Street
                                           Manhattan, New York City               Manhattan, New York City

A. Barton Hepburn                        205 West 57th Street                   83 Cedar Street
                                           Manhattan, New York City               Manhattan, New York City

William Logan                            Montclair,                             13 Nassau Street
                                           New Jersey                             Manhattan, New York City

George W. Perkins                        Riverdale,                             23 Wall Street,
</TABLE>

<PAGE>   15


<TABLE>
<S>                                      <C>                                    <C>
                                           New York                               Manhattan, New York City

William H. Porter                        56 East 67th Street                    270 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

John F. Thompson                         Newark,                                143 Liberty Street,
                                           New Jersey                             Manhattan, New York City

Albert H. Wiggin                         42 West 49th Street,                   214 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Samuel Woolverton                        Mount Vernon,                          34 Wall Street,
                                           New York                               Manhattan, New York City
Edward F.C. Young                        85 Glenwood Avenue,                    1 Exchange Place,
                                           Jersey City, New Jersey                Jersey City, New Jersey
</TABLE>


         V. The existence of the corporation shall be perpetual.

         VI. The subscribers, the members of the said corporation, do, and each
for himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

         VII. The number of directors of the corporation shall not be less that
10 nor more than 25."

         4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.

                                                James T. Byrne, Jr.
                                       -----------------------------------------
                                                James T. Byrne, Jr.
                                       Managing Director and Secretary

                                                Lea Lahtinen
                                       -----------------------------------------
                                                Lea Lahtinen
                                       Vice President and Assistant Secretary

                                                Lea Lahtinen
                                       -----------------------------------------
                                                Lea Lahtinen


<PAGE>   16





State of New York          )
                           )  ss:
County of New York         )





         Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                                          Lea Lahtinen
                                                -------------------------------
                                                          Lea Lahtinen


Sworn to before me this
6th day of August, 1998.

           Sandra L. West
- ----------------------------------
           Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 1998





<PAGE>   17


                               STATE OF NEW YORK,

                               BANKING DEPARTMENT

         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8007 OF THE BANKING LAW,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.

WITNESS, my hand and official seal of the Banking Department at the City of
New York,

                              this 31st day of August in the Year of our Lord
                              one thousand nine hundred and ninety-eight.



                                                      Manuel Kursky
                                              -------------------------------
                                              DEPUTY Superintendent of Banks


<PAGE>   18


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

                          -----------------------------

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1. The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
         Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
         Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
         (200,166,667) shares with a par value of $10 each designated as Common
         Stock and 1000 shares with a par value of One Million Dollars
         ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>   19



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of September, 1998

                                                   James T. Byrne, Jr.
                                          -------------------------------------
                                                   James T. Byrne, Jr.
                                          Managing Director and Secretary

                                                   Lea Lahtinen
                                          -------------------------------------
                                                   Lea Lahtinen
                                          Vice President and Assistant Secretary

State of New York          )
                           )  ss:
County of New York         )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                                           Lea Lahtinen
                                                  -----------------------------
                                                           Lea Lahtinen

Sworn to before me this 25th day
of  September, 1998



         Sandra L. West
- ----------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>   20


                               STATE OF NEW YORK,

                               BANKING DEPARTMENT

         I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of
New York,

                              this 18th day of December in the Year of our Lord
                              one thousand nine hundred and ninety-eight.

                                                  P. Vincent Conlon
                                            ---------------------------------
                                            Deputy Superintendent of Banks


<PAGE>   21


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

                          -----------------------------

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1. The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
         Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided
         into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight
         Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>   22



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of December, 1998

                                                  James T. Byrne, Jr.
                                         ---------------------------------------
                                                  James T. Byrne, Jr.
                                         Managing Director and Secretary

                                                  Lea Lahtinen
                                         ---------------------------------------
                                                  Lea Lahtinen
                                         Vice President and Assistant Secretary

State of New York          )
                           )  ss:
County of New York         )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                                            Lea Lahtinen
                                                      --------------------------
                                                            Lea Lahtinen

Sworn to before me this 16th day
of  December, 1998



         Sandra L. West
- -------------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>   23





                                     BY-LAWS







                                  JUNE 22, 1999






                            BANKERS TRUST CORPORATION
           (INCORPORATED UNDER THE NEW YORK BUSINESS CORPORATION LAW)


<PAGE>   24


1

                            BANKERS TRUST CORPORATION

                 -----------------------------------------------

                                     BY-LAWS

                 -----------------------------------------------

                                    ARTICLE I

                                  SHAREHOLDERS

SECTION 1.01 Annual Meetings. The annual meetings of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday in April of
each year, if not a legal holiday, and if a legal holiday then on the next
succeeding business day, at such hour as shall be designated by the Board of
Directors. If no other hour shall be so designated such meeting shall be held at
3 P.M.

SECTION 1.02 Special Meetings. Special meetings of the shareholders, except
those regulated otherwise by statute, may be called at any time by the Board of
Directors, or by any person or committee expressly so authorized by the Board of
Directors and by no other person or persons.

SECTION 1.03 Place of Meetings. Meetings of shareholders shall be held at such
place within or without the State of New York as shall be determined from time
to time by the Board of Directors or, in the case of special meetings, by such
person or persons as may be authorized to call a meeting. The place in which
each meeting is to be held shall be specified in the notice of such meeting.

SECTION 1.04 Notice of Meetings. A copy of the written notice of the place, date
and hour of each meeting of shareholders shall be given personally or by mail,
not less than ten nor more than fifty days before the date of the meeting, to
each shareholder entitled to vote at such meeting. Notice of a special meeting
shall indicate that it is being issued by or at the direction of the person or
persons calling the meeting and shall also state the purpose or purposes for
which the meeting is called. Notice of any meeting at which is proposed to take
action which would entitle shareholders to receive payment for their shares
pursuant to statutory provisions must include a statement of that purpose and to
that effect. If mailed, such notices of the annual and each special meeting are
given when deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears in the record of shareholders unless he
shall have filed with the Secretary of the corporation a written request that
notices intended for him shall be mailed to some other address, in which case it
shall be directed to him at such other address.

SECTION 1.05 Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors may fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty nor less than ten days before the date of such meeting, nor more
than fifty days prior to any other action.

<PAGE>   25


SECTION 1.06 Quorum. The presence, in person or by proxy, of the holders of a
majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of business, except as otherwise
provided by statute, by the Certificate of Incorporation or by the By-Laws. The
shareholders present in person or by proxy and entitled to vote at any meeting,
despite the absence of a quorum, shall have power to adjourn the meeting from
time to time, to a designated time and place, without notice other than by
announcement at the meeting, and at any adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice.

SECTION 1.07 Notice of Shareholder Business at Annual Meeting. At an annual
meeting of shareholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the corporation who complies with the
notice procedures set forth in this Section 1.07. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than thirty days nor
more than fifty days prior to the meeting; provided, however, that in the event
that less than forty days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books, of
the shareholder proposing such business, (c) the class and number of shares of
the corporation which are beneficially owned by the shareholder and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 1.07
and Section 2.03. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 1.07
and Section 2.03, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.

                                   ARTICLE II

                               BOARD OF DIRECTORS

SECTION 2.01 Number and Qualifications. The business of the corporation shall be
managed by its Board of Directors. The number of directors constituting the
entire Board of Directors shall be not less than seven nor more than fifteen, as
shall be fixed from time to time by vote of a majority of the entire Board of
Directors. Each director shall be at least 21 years of age. Directors need not
be shareholders. No Officer-Director who shall have attained age 65, or earlier
relinquishes his responsibilities and title, shall be eligible to serve as a
director.

SECTION 2.02 Election. At each annual meeting of shareholders, directors shall
be elected by a plurality of the votes to hold office until the next annual
meeting. Subject to the provisions of the statute, of the Certificate of
Incorporation and of the By-Laws, each director shall hold office until the
expiration of the term for which elected, and until his successor has been
elected and qualified.

SECTION 2.03 Nomination and Notification of Nomination. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation,

<PAGE>   26


nominations for the election of directors may be made by the Board of Directors
or to any committee appointed by the Board of Directors or by any shareholder
entitled to vote in the election of directors generally. However, any
shareholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at a meeting only if written
notice of such shareholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the corporation not later than (i) with respect to
an election to be held at an annual meeting of shareholders ninety days in
advance of such meeting, and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each such notice shall set forth: (a) the name
and address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the shareholder is
a holder of record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the corporation if so elected. At the request of the
Board of Directors, any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the corporation that information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in the
By-Laws. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these By-Laws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

SECTION 2.04 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such places and times as may be fixed from time to time
by resolution of the Board and a regular meeting for the purpose of organization
and transaction of other business shall be held each year after the adjournment
of the annual meeting of shareholders.

SECTION 2.05 Special Meetings. The Chairman of the Board, the Chief Executive
Officer, the President, the Senior Vice Chairman or any Vice Chairman may, and
at the request of three directors shall, call a special meeting of the Board of
Directors, two days' notice of which shall be given in person or by mail,
telegraph, radio, telephone or cable. Notice of a special meeting need not be
given to any director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him.

SECTION 2.06 Place of Meeting. The directors may hold their meetings, have one
or more offices, and keep the books of the corporation (except as may be
provided by law) at any place, either within or without the State of New York,
as they may from time to time determine.

SECTION 2.07 Quorum and Vote. At all meetings of the Board of Directors the
presence of one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business. Any one or more
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or a committee thereof by means of a
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting. The vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board of
Directors, except as may be otherwise provided by statute or the By-Laws.


<PAGE>   27


SECTION 2.08 Vacancies. Newly created directorships resulting from increase in
the number of directors and vacancies in the Board of Directors, whether caused
by resignation, death, removal or otherwise, may be filled by vote of a majority
of the directors then in office, although less than a quorum exists.

                                   ARTICLE III

                         EXECUTIVE AND OTHER COMMITTEES

SECTION 3.01 Designation and Authority. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
an Executive Committee and other committees, each consisting of three or more
directors. Each such committee, to the extent provided in the resolution or the
By-Laws, shall have all the authority of the Board, except that no such
committee shall have authority as to:

         (i) the submission to shareholders of any action as to which
shareholders' authorization is required by law.

         (ii) the filling of vacancies in the Board of Directors or any
committee.

         (iii) the fixing of compensation of directors for serving on the Board
or on any committee.

         (iv) the amendment or appeal of the By-Laws, or the adoption of new
By-Laws.

         (v) the amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such
committee, who may replace any absent member or members at any meeting of such
committee. Each such committee shall serve at the pleasure of the Board of
Directors.

SECTION 3.02 Procedure. Except as may be otherwise provided by statute, by the
By-Laws or by resolution of the Board of Directors, each committee may make
rules for the call and conduct of its meetings. Each committee shall keep a
record of its acts and proceedings and shall report the same from time to time
to the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.01 Titles and General. The Board of Directors shall elect from among
their number a Chairman of the Board and a Chief Executive Officer, and may also
elect a President, a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, a Secretary, a Controller, a Treasurer,
a General Counsel, a General Auditor, and a General Credit Auditor, who need not
be directors. The officers of the corporation may also include such other
officers or assistant officers as shall from time to time be elected or
appointed by the Board. The Chairman of the Board or the Chief Executive Officer
or, in their absence, the President, the Senior Vice Chairman or any Vice
Chairman, may from time to time appoint assistant officers. All officers elected
or appointed by the Board of Directors shall hold their respective


<PAGE>   28


offices during the pleasure of the Board of Directors, and all assistant
officers shall hold office at the pleasure of the Board or the Chairman of the
Board or the Chief Executive Officer or, in their absence, the President, the
Senior Vice Chairman or any Vice Chairman. The Board of Directors may require
any and all officers and employees to give security for the faithful performance
of their duties.

SECTION 4.02 Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board of Directors. Subject to the
Board of Directors, he shall exercise all the powers and perform all the duties
usual to such office and shall have such other powers as may be prescribed by
the Board of Directors or the Executive Committee or vested in him by the
By-Laws.

SECTION 4.03 Chief Executive Officer. The Board of Directors shall designate the
Chief Executive Officer of the corporation, which person may also hold the
additional title of Chairman of the Board, President, Senior Vice Chairman or
Vice Chairman. Subject to the Board of Directors, he shall exercise all the
powers and perform all the duties usual to such office and shall have such other
powers as may be prescribed by the Board of Directors or the Executive Committee
or vested in him by the By-Laws.

SECTION 4.04 Chairman of the Board, President, Senior Vice Chairman, Vice
Chairmen, Executive Vice Presidents, Senior Vice Presidents, Principals and Vice
Presidents. The Chairman of the Board or, in his absence or incapacity the
President or, in his absence or incapacity, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, or in their absence, the Senior Vice
Presidents, in the order established by the Board of Directors shall, in the
absence or incapacity of the Chief Executive Officer perform the duties of the
Chief Executive Officer. The President, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, the Senior Vice Presidents, the
Principals, and the Vice Presidents shall also perform such other duties and
have such other powers as may be prescribed or assigned to them, respectively,
from time to time by the Board of Directors, the Executive Committee, the Chief
Executive Officer, or the By-Laws.

SECTION 4.05 Controller. The Controller shall perform all the duties customary
to that office and except as may be otherwise provided by the Board of Directors
shall have the general supervision of the books of account of the corporation
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chief Executive Officer, or the By-Laws.

SECTION 4.06 Secretary. The Secretary shall keep the minutes of the meetings of
the Board of Directors and of the shareholders and shall have the custody of the
seal of the corporation. He shall perform all other duties usual to that office,
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chairman of the Board, the Chief Executive Officer, or
the By-Laws.

                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 5.01 The corporation shall, to the fullest extent permitted by Section
721 of the New York Business Corporation Law, indemnify any person who is or was
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, whether involving any actual or alleged breach of duty,
neglect or error, any accountability, or any actual or alleged misstatement,
misleading statement or other act or omission and whether brought or threatened
in any court or administrative or legislative body or agency, including an
action by or in the right of the corporation to procure a judgment in its favor
and an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which any director or officer of the corporation is
serving or served in any capacity at the request of the corporation by reason of
the fact that he, his testator or intestate, is or was a director or officer of
the corporation, or is serving or served such other corporation, partnership,
joint


<PAGE>   29


venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement, and costs, charges and
expenses, including attorneys' fees, or any appeal therein; provided, however,
that no indemnification shall be provided to any such person if a judgment or
other final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.

SECTION 5.03 The corporation shall, from time to time, reimburse or advance to
any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any capacity
shall be deemed to be doing so at the request of the corporation. In all other
cases, the provisions of this Article V will apply (i) only if the person
serving another corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise so served at the specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the Chief Executive Officer, the President, the Senior Vice Chairman or
any Vice Chairman, and (ii) only if and to the extent that, after making such
efforts as the Chairman of the Board, the Chief Executive Officer, or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.

SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 5.06 The right to be indemnified or to the reimbursement or advancement
of expenses pursuant to this Article V (i) is a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the corporation and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

<PAGE>   30



SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.

                                   ARTICLE VI

                                      SEAL

SECTION 6.01 Corporate Seal. The corporate seal shall contain the name of the
corporation and the year and state of its incorporation. The seal may be altered
from time to time at the discretion of the Board of Directors.

                                   ARTICLE VII

                               SHARE CERTIFICATES

SECTION 7.01 Form. The certificates for shares of the corporation shall be in
such form as shall be approved by the Board of Directors and shall be signed by
the Chairman of the Board, the Chief Executive Officer, the President, the
Senior Vice Chairman or any Vice Chairman and the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the corporation or a facsimile
thereof. The signatures of the officers upon the certificate may be facsimiles
if the certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation itself or its employees.

                                  ARTICLE VIII

                                     CHECKS

SECTION 8.01 Signatures. All checks, drafts and other orders for the payment of
money shall be signed by such officer or officers or agent or agents as the
Board of Directors may designate from time to time.

                                   ARTICLE IX

                                    AMENDMENT


<PAGE>   31


SECTION 9.01 Amendment of By-Laws. The By-Laws may be amended, repealed or added
to by vote of the holders of the shares at the time entitled to vote in the
election of any directors. The Board of Directors may also amend, repeal or add
to the By-Laws, but any By-Laws adopted by the Board of Directors may be amended
or repealed by the shareholders entitled to vote thereon as provided herein. If
any By-Law regulating an impending election of directors is adopted, amended or
repealed by the Board, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors the By-Laws so adopted,
amended or repealed, together with concise statement of the changes made.

                                    ARTICLE X

SECTION 10.01 Construction. The masculine gender, when appearing in these
By-Laws, shall be deemed to include the feminine gender.


<PAGE>   32



I, Tara Netherton, Associate of Bankers Trust Company, New York, New York,
hereby certify that the foregoing is a complete, true and correct copy of the
By-Laws of Bankers Trust Company, and that the same are in full force and effect
at this date.


                                                      /s/ Tara Netherton
                                                      --------------------------
                                                      Tara Netherton
                                                         Associate



DATED:  November 28, 2000



<PAGE>   33


<TABLE>
<S>                        <C>                       <C>           <C>            <C>        <C>             <C>
Legal Title of Bank:       Bankers Trust Company     Call Date:    09/30/00       State#:    36-4840         FFIEC 031
Address:                   130 Liberty Street        Vendor ID:    D              Cert#:     00623           Page RC-1
City, State    ZIP:        New York, NY  10006       Transit#:     21001003

                                                                                                                 11

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

                                                                                                                 --------------
                                                                                                                |  C400        |
                                                                                                            -------------------
                                                                       Dollar Amounts in Thousands         |  RCFD             |
- -------------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                                                     | / / / / / / / /   |
  1.   Cash and balances due from depository institutions (from Schedule RC-A):                            | / / / / / / / /   |
         a.   Noninterest-bearing balances and currency and coin (1) ..........                            | 0081    1,560,000 |1.a.
         b.   Interest-bearing balances (2) ...................................                            | 0071    1,335,000 |1.b.
  2.   Securities:                                                                                         | / / / / / / / /   |
         a.   Held-to-maturity securities (from Schedule RC-B, column A) ......                            | 1754            0 |2.a.
         b.   Available-for-sale securities (from Schedule RC-B, column D).....                            | 1773      337,000 |2.b.
  3.   Federal funds sold and securities purchased under agreements to resell..                            | 1350    1,784,000 |3.
  4.   Loans and lease financing receivables:                                                              | / / / / / / / /   |
         a.   Loans and leases, net of unearned income (from Schedule RC-C)       RCFD  2122   22,038,000  | / / / / / / / /   |4.a.
         b.   LESS:   Allowance for loan and lease losses.......................  RCFD  3123      458,000  | / / / / / / / /   |4.b.
         c.   LESS:   Allocated transfer risk reserve ..........................  RCFD  3128            0  | / / / / / / / /   |4.c.
         d.   Loans and leases, net of unearned income,                                                    | / / / / / / / /   |
              allowance, and reserve (item 4.a minus 4.b and 4.c) ..............                           | 2125   16,211,000 |4.d.
  5.   Trading Assets (from schedule RC-D)  ....................................                           | 3545   14,817,000 |5.
  6.   Premises and fixed assets (including capitalized leases) ................                           | 2145      579,000 |6.
  7.   Other real estate owned (from Schedule RC-M) ............................                           | 2150      104,000 |7.
  8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)            | 2130       65,000 |8.
  9.   Customers' liability to this bank on acceptances outstanding ............                           | 2155      266,000 |9.
 10.   Intangible assets (from Schedule RC-M) ..................................                           | 2143       72,000 |10.
 11.   Other assets (from Schedule RC-F) .......................................                           | 2160    2,174,000 |11.
 12.   Total assets (sum of items 1 through 11) ................................                           | 2170   39,344,000 |12.
                                                                                                            -------------------
</TABLE>



- --------------------------
(1)      Includes cash items in process of collection and unposted debits.
(2)      Includes time certificates of deposit not held for trading.






<PAGE>   34


<TABLE>
<CAPTION>
<S>                     <C>                       <C>                       <C>                     <C>
Legal Title of Bank:    Bankers Trust Company     Call Date: 09/30/00       State#:   364840        FFIEC  031
Address:                130 Liberty Street        Vendor ID: D              Cert#:    00623         Page  RC-2
City, State Zip:        New York, NY  10006       Transit#:  21001003

                                                                                                            12

SCHEDULE RC--CONTINUED

                                                     DOLLAR AMOUNTS IN THOUSANDS
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES

13. Deposits:                                                                                      | / / / / / / / / / / / / / / / /
      a.  In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)        | RCON 2200  11,169,000 |13.a.
      (1) Noninterest-bearing(1) .......................                                           | RCON 6631   2,964,000 |13.a.(1)
      (2) Interest-bearing........................................                                 | RCON 6636   8,205,000 |13.a.(2)
      b.  In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E        | / / / / / / / / / / / / / / / /
      part II)                                                                                     | RCFN 2200   8,335,000 |13.b.
      (1) Noninterest-bearing .................................                                    | RCFN 6631     907,000 |13.b.(1)
      (2) Interest-bearing.......................................                                  | RCFN 6636   7,428,000 |13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase                     | RCFD 2800   4,854,000 |14.
15.   a.  Demand notes issued to the U.S. Treasury ..............................................  | RCON 2840     500,000 |15.a.
      b.  Trading liabilities (from Schedule RC-D)...............................................  | RCFD 3548   2,463,000 |15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):| / / / / / / / / / / / / / / / /
      a.  With a remaining maturity of one year or less .........................................  | RCFD 2332     971,000 |16.a.
      b.  With a remaining maturity of more than one year  through three years...................  | A547          819,000 |16.b.
      c.  With a remaining maturity of more than three years.....................................  | A548          402,000 |16.c
17. Not Applicable.                                                                                | / / / / / / / / / / / |17.
18. Bank's liability on acceptances executed and outstanding ....................................  | RCFD 2920     266,000 |18.
19. Subordinated notes and debentures (2)........................................................  | RCFD 3200     283,000 |19.
20. Other liabilities (from Schedule RC-G) ......................................................  | RCFD 2930   2,916,000 |20.
21. Total liabilities (sum of items 13 through 20) ..............................................  | RCFD 2948  32,978,000 |21.
22. Not Applicable                                                                                 | / / / / / / / / / / / |
                                                                                                   | / / / / / / / / / / / |22.
EQUITY CAPITAL                                                                                     | / / / / / / / / / / / |
23. Perpetual preferred stock and related surplus ...............................................  | RCFD 3838   1,500,000 |23.
24. Common stock ................................................................................  | RCFD 3230   2,127,000 |24.
25. Surplus (exclude all surplus related to preferred stock) ....................................  | RCFD 3839     582,000 |25.
26.   a.  Undivided profits and capital reserves ................................................  | RCFD 3632   2,255,000 |26.a.
      b.  Net unrealized holding gains (losses) on available-for-sale securities ................  | RCFD 8434       3,000 |26.b.
      c.  Accumulated net gains (losses) on cash flow hedges.....................................  | RCFD 4336           0 |26c.
27. Cumulative foreign currency translation adjustments .........................................  | RCFD 3284    (101,000)|27.
28. Total equity capital (sum of items 23 through 27) ...........................................  | RCFD 3210   6,366,000 |28.
29. Total liabilities and equity capital (sum of items 21 and 28)................................  | RCFD 3300  39,344,000 |29
                                                                                                   |                       |
                                                                                                    -----------------------
Memorandum

To be reported only with the March Report of Condition.

   1.    Indicate in the box at the right the number of the statement below that best describes the             Number
         most comprehensive level of auditing work performed for the bank by independent externa      ------------------------
         auditors as of any date during 1997 ........................................................| RCFD   6724   N/A      | M.1
                                                                                                      ------------------------

1  =   Independent audit of the bank conducted in accordance          4   =  Directors' examination of the bank performed by other
       with generally accepted auditing standards by a certified             external auditors (may be required by state chartering
       public accounting firm which submits a report on the bank             authority)
2  =   Independent audit of the bank's parent holding company         5   =  Review of the bank's financial statements by external
       conducted in accordance with generally accepted auditing              auditors
       standards by a certified public accounting firm which          6   =  Compilation of the bank's financial statements by
       submits a report on the consolidated holding company                  external auditors
       (but not on the bank separately)                               7   =  Other audit procedures (excluding tax preparation work)
3  =   Directors' examination of the bank conducted in                8   =  No external audit work
       accordance with generally accepted auditing standards
       by a certified public accounting firm (may be required by
       state chartering authority)
</TABLE>

- ----------------------
(1)      Including total demand deposits and noninterest-bearing time and
         savings deposits.
(2)      Includes limited-life preferred stock and related surplus.




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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