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                                                                 Exhibit (4) (o)

================================================================================


                               GUARANTEE AGREEMENT

                                     between

                                    KEYCORP,
                                  as Guarantor,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              as Guarantee Trustee

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

                               KEYCORP CAPITAL VII

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


                                  Dated as of .


================================================================================

<PAGE>

                               KEYCORP CAPITAL VII

            Certain Sections of this Guarantee Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Section of                                                       Section of
Trust Indenture Act                                     Guarantee Agreement
-------------------                                     -------------------
310(a) ...................................................... 4.1(a)
   (b) ...................................................... 4.1(c), 2.8
   (c) ...................................................... Inapplicable
311(a) ...................................................... 2.2(b)
   (b) ...................................................... 2.2(b)
   (c) ...................................................... Inapplicable
312(a) ...................................................... 2.2(a)
   (b) ...................................................... 2.2(b)
313.......................................................... 2.3
314(a) ...................................................... 2.4
   (b) ...................................................... Inapplicable
   (c) ...................................................... 2.5
   (d) ...................................................... Inapplicable
   (e) ...................................................... 1.1, 2.5, 3.2
   (f) ...................................................... 2.1, 3.2
315(a) ...................................................... 3.1(d)
   (b) ...................................................... 2.7
   (c) ...................................................... 3.1(c)
   (d) ...................................................... 3.1(d)
316(a) ...................................................... 1.1, 2.6, 5.4
   (b) ...................................................... 5.3, 5.7
   (c) ...................................................... 8.2
317(a) ...................................................... Inapplicable
   (b) ...................................................... Inapplicable
318(a) ...................................................... 2.1(b)
   (b) ...................................................... 2.1
   (c) ...................................................... 2.1(a)

-------------
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Guarantee Agreement and shall not affect the interpretation of
any of its terms or provisions.

                                       i

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                                TABLE OF CONTENTS

<TABLE>
                                   ARTICLE I

                         Interpretation and Definitions

<S>                                                                               <C>
SECTION 1.1.  Interpretation ...................................................  2
SECTION 1.2.  Definitions ......................................................  2

                                   ARTICLE II

                              Trust Indenture Act

SECTION 2.1.  Trust Indenture Act; Application .................................  6
SECTION 2.2.  List of Holders ..................................................  6
SECTION 2.3.  Reports by the Guarantee Trustee .................................  6
SECTION 2.4.  Periodic Reports to the Guarantee Trustee ........................  7
SECTION 2.5.  Evidence of Compliance with Conditions Precedent .................  7
SECTION 2.6.  Events of Default; Waiver ........................................  7
SECTION 2.7.  Events of Default; Notice ........................................  7
SECTION 2.8.  Conflicting Interests ............................................  8

                                  ARTICLE III

               Powers, Duties and Rights of the Guarantee Trustee

SECTION 3.1.  Powers and Duties of the Guarantee Trustee .......................  8
SECTION 3.2.  Certain Rights of Guarantee Trustee ..............................  9
SECTION 3.3.  Compensation; Indemnity; Fees .................................... 11

                                   ARTICLE IV

                               Guarantee Trustee

SECTION 4.1.  Guarantee Trustee; Eligibility ................................... 12
SECTION 4.2.  Appointment, Removal and Resignation of the Guarantee Trustee .... 12

                                   ARTICLE V

                                   Guarantee

SECTION 5.1.  Guarantee ........................................................ 13
SECTION 5.2.  Waiver of Notice and Demand ...................................... 13
SECTION 5.3.  Obligations Not Affected ......................................... 13
SECTION 5.4.  Rights of Holders ................................................ 14
</TABLE>

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<TABLE>
<S>                                                                                <C>
SECTION 5.5.  Guarantee of Payment ..............................................  14
SECTION 5.6.  Subrogation .......................................................  15
SECTION 5.7.  Independent Obligations ...........................................  15

                                   ARTICLE VI

                          Covenants and Subordination

SECTION 6.1.  Subordination .....................................................  15
SECTION 6.2.  Pari Passu Guarantees .............................................  15

                                  ARTICLE VII

                                  Termination

SECTION 7.1.  Termination .......................................................  16

                                  ARTICLE VIII

                                 Miscellaneous

SECTION 8.1.  Successors and Assigns ............................................  16
SECTION 8.2.  Amendments ........................................................  16
SECTION 8.3.  Notices ...........................................................  16
SECTION 8.4.  Benefit ...........................................................  18
SECTION 8.5.  Governing Law .....................................................  18
SECTION 8.6.  Counterparts ......................................................  18
</TABLE>

                                      iii

<PAGE>

          GUARANTEE AGREEMENT, dated as of ., is executed and delivered by
     KeyCorp, an Ohio corporation (the "Guarantor") having its principal office
     at 127 Public Square, Cleveland, Ohio 44114-1306, and Deutsche Bank Trust
     Company Americas, a New York banking corporation, as trustee (the
     "Guarantee Trustee"), for the benefit of the Holders (as defined herein)
     from time to time of the Capital Securities (as defined herein) of KeyCorp
     Capital VII, a Delaware statutory business trust (the "Issuer Trust").

                              W i t n e s s e t h :

          Whereas, pursuant to an Amended and Restated Trust Agreement, dated as
     of . (the "Trust Agreement"), among the Guarantor, as Depositor, the
     Property Trustee, the Delaware Trustee and the Administrative Trustees
     named therein and the Holders from time to time of undivided beneficial
     interests in the assets of the Issuer Trust, the Issuer Trust is issuing $.
     aggregate Liquidation Amount (as defined in the Trust Agreement) of its .%
     Capital Securities, Liquidation Amount $. per Capital Security (the
     "Capital Securities"), representing preferred undivided beneficial
     interests in the assets of the Issuer Trust and having the terms set forth
     in the Trust Agreement;

          Whereas, the Capital Securities will be issued by the Issuer Trust and
     the proceeds thereof, together with the proceeds from the issuance of the
     Issuer Trust's Common Securities (as defined below), will be used to
     purchase the Junior Subordinated Debentures (as defined in the Trust
     Agreement) of the Guarantor which will be deposited with Deutsche Bank
     Trust Company Americas, as Property Trustee under the Trust Agreement, as
     trust assets;

          Whereas, as an incentive for the Holders to purchase the Capital
     Securities, the Guarantor irrevocably and unconditionally agrees, to the
     extent set forth herein, to pay to the Holders of the Capital Securities
     the Guarantee Payments (as defined herein) and to make certain other
     payments on the terms and conditions set forth herein.

          Now, Therefore, in consideration of the purchase by each Holder of
     Capital Securities, which purchase the Guarantor hereby agrees shall
     benefit the Guarantor, the Guarantor executes and delivers this Guarantee
     Agreement to provide as follows for the benefit of the Holders from time to
     time of the Capital Securities:

<PAGE>

                                   ARTICLE I

                         Interpretation and Definitions

               SECTION 1.1. Interpretation.

               In this Guarantee Agreement, unless the context otherwise
          requires:

                    (a) capitalized terms used in this Guarantee Agreement but
               not defined in the preamble hereto have the respective meanings
               assigned to them in Section 1.2;

                    (b) a term defined anywhere in this Guarantee Agreement has
               the same meaning throughout;

                    (c) all references to "the Guarantee Agreement" or "this
               Guarantee Agreement" are to this Guarantee Agreement as modified,
               supplemented or amended from time to time;

                    (d) all references in this Guarantee Agreement to Articles
               and Sections are to Articles and Sections of this Guarantee
               Agreement unless otherwise specified;

                    (e) a term defined in the Trust Indenture Act has the same
               meaning when used in this Guarantee Agreement unless otherwise
               defined in this Guarantee Agreement or unless the context
               otherwise requires;

                    (f) a reference to the singular includes the plural and
               vice-versa; and

                    (g) the masculine, feminine or neuter genders used herein
               shall include the masculine, feminine and neuter genders.

               SECTION 1.2. Definitions.

               As used in this Guarantee Agreement, the terms set forth below
          shall, unless the context otherwise requires, have the following
          meanings:

                    "Allocable Amounts", when used with respect to any Senior
               Subordinated Debt, means the amount necessary to pay all
               principal of (and premium, if any) and interest, if any, on such
               Senior Subordinated Debt in full less, if applicable, any portion
               of such amounts which would have been paid to, and retained by,
               the holders of such Senior Subordinated Debt (whether as a result
               of the receipt of payments by the holders of such Senior
               Subordinated Debt from the Guarantor or any other obligor thereon
               or from any holders of, or trustee in respect of, other
               indebtedness that is subordinate and junior in right of payment
               to such Senior Subordinated Debt pursuant to any provision of
               such indebtedness for the payment over of amounts received on
               account of such indebtedness to the holders

                                        2

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               of such Senior Subordinated Debt) but for the fact that such
               Senior Subordinated Debt is subordinate or junior in right of
               payment to trade accounts payable or accrued liabilities arising
               in the ordinary course of business.

                    "Affiliate" of any specified Person means any other Person
               directly or indirectly controlling or controlled by or under
               direct or indirect common control with such specified Person;
               provided, however, that the Issuer Trust shall not be deemed to
               be an Affiliate of the Guarantor. For the purposes of this
               definition, "control", when used with respect to any specified
               Person, means the power to direct the management and policies of
               such Person, directly or indirectly, whether through the
               ownership of voting securities, by contract or otherwise; and the
               terms "controlling" and "controlled" have meanings correlative to
               the foregoing.

                    "Board of Directors" means either the board of directors of
               the Guarantor or any committee of that board duly authorized to
               act hereunder.

                    "Common Securities" means the securities representing common
               undivided beneficial interests in the assets of the Issuer Trust.

                    "Event of Default" means a default by the Guarantor on any
               of its payment or other obligations under this Guarantee
               Agreement; provided, however, that, except with respect to a
               default in payment of any Guarantee Payments, the Guarantor shall
               have received notice of default and shall not have cured such
               default within 30 days after receipt of such notice.

                    "Guarantee Payments" means the following payments or
               distributions, without duplication, with respect to the Capital
               Securities, to the extent not paid or made by or on behalf of the
               Issuer Trust: (i) any accumulated and unpaid Distributions (as
               defined in the Trust Agreement) required to be paid on the
               Capital Securities, to the extent the Issuer Trust shall have
               funds on hand available therefor at such time, (ii) the
               redemption price, including all accumulated and unpaid
               Distributions to the date of redemption (the "Redemption Price"),
               with respect to any Capital Securities called for redemption by
               the Issuer Trust, to the extent the Issuer Trust shall have funds
               on hand available therefor at such time, and (iii) upon a
               voluntary or involuntary termination, winding up or liquidation
               of the Issuer Trust, unless Junior Subordinated Debentures are
               distributed to the Holders, the lesser of (a) the aggregate of
               the Liquidation Amount of $. per Capital Security plus
               accumulated and unpaid Distributions on the Capital Securities to
               the date of payment to the extent that the Issuer Trust shall
               have funds available therefor at such time and (b) the amount of
               assets of the Issuer Trust remaining available for distribution
               to Holders in liquidation of the Issuer Trust (in either case,
               the "Liquidation Distribution").

                    "Guarantee Trustee" means Deutsche Bank Trust Company
               Americas, until a Successor Guarantee Trustee has been appointed
               and has accepted such

                                        3

<PAGE>

               appointment pursuant to the terms of this Guarantee Agreement,
               and thereafter means each such Successor Guarantee Trustee.

                    "Holder" means any holder, as registered on the books and
               records of the Issuer Trust, of any Capital Securities; provided,
               however, that in determining whether the holders of the requisite
               percentage of Capital Securities have given any request, notice,
               consent or waiver hereunder, "Holder" shall not include the
               Guarantor, the Guarantee Trustee, or any Affiliate of the
               Guarantor or the Guarantee Trustee.

                    "Indenture" means the Indenture dated as of December 4,
               1996, as supplemented and amended between the Guarantor and
               Bankers Trust Company (now known as Deutsche Bank Trust Company
               Americas), as trustee.

                    "List of Holders" has the meaning specified in Section
               2.2(a).

                    "Majority in Liquidation Amount of the Capital Securities"
               means, except as provided by the Trust Indenture Act, a vote by
               the Holder(s), voting separately as a class, of more than 50% of
               the Liquidation Amount of all then outstanding Capital Securities
               issued by the Issuer Trust.

                    "Officers' Certificate" means, with respect to any Person, a
               certificate signed by the Chairman or a Vice Chairman of the
               Board of Directors of such Person or the President or a Vice
               President of such Person, and by the Treasurer, an Assistant
               Treasurer, the Secretary or an Assistant Secretary of such
               Person, and delivered to the Guarantee Trustee. Any Officers'
               Certificate delivered with respect to compliance with a condition
               or covenant provided for in this Guarantee Agreement shall
               include:

                         (a) a statement that each officer signing the Officers'
                    Certificate has read the covenant or condition and the
                    definitions relating thereto;

                         (b) a brief statement of the nature and scope of the
                    examination or investigation undertaken by each officer in
                    rendering the Officers' Certificate;

                         (c) a statement that each officer has made such
                    examination or investigation as, in such officer's opinion,
                    is necessary to enable such officer to express an informed
                    opinion as to whether or not such covenant or condition has
                    been complied with; and

                         (d) a statement as to whether, in the opinion of each
                    officer, such condition or covenant has been complied with.

                    "Person" means a legal person, including any individual,
               corporation, estate, partnership, joint venture, association,
               joint stock company, limited

                                        4

<PAGE>

               liability company, trust, unincorporated association, or
               government or any agency or political subdivision thereof, or any
               other entity of whatever nature.

                    "Responsible Officer" means, with respect to the Guarantee
               Trustee, any Managing Director, any Director, any Vice President,
               any Assistant Vice President, the Secretary, any Assistant
               Secretary, the Treasurer, any Associate, any Assistant Treasurer,
               any Trust Officer or Assistant Trust Officer or any other officer
               of the Corporate Trust Department of the Guarantee Trustee and
               also means, with respect to a particular corporate trust matter,
               any other officer to whom such matter is referred because of that
               officer's knowledge of and familiarity with the particular
               subject.

                    "Senior Debt" means any obligation of the Guarantor to its
               creditors, whether now outstanding or subsequently incurred,
               other than any obligation as to which, in the instrument creating
               or evidencing the obligation or pursuant to which the obligation
               is outstanding, it is provided that such obligation is not Senior
               Debt. Senior Debt does not include Senior Subordinated Debt or
               the Junior Subordinated Debentures.

                    "Senior Indebtedness" means (i) Senior Debt (but excluding
               trade accounts payable and accrued liabilities arising in the
               ordinary course of business) and (ii) the Allocable Amounts of
               Senior Subordinated Debt.

                    "Senior Subordinated Debt" means any obligation of the
               Guarantor to its creditors, whether now outstanding or
               subsequently incurred, where the instrument creating or
               evidencing the obligation or pursuant to which the obligation is
               outstanding, provides that it is subordinate and junior in right
               of payment to Senior Debt. Senior Subordinated Debt includes the
               Guarantor's outstanding subordinated debt securities and any
               subordinated debt securities issued in the future with
               substantially similar subordination terms and does not include
               the Junior Subordinated Debentures or any subordinated debt
               securities issued in the future or the past with substantially
               similar subordination terms.

                    "Successor Guarantee Trustee" means a successor Guarantee
               Trustee possessing the qualifications to act as Guarantee Trustee
               under Section 4.1.

                    "Trust Indenture Act" means the Trust Indenture Act of 1939,
               as amended.

          Capitalized or otherwise defined terms used but not otherwise defined
          herein shall have the meanings assigned to such terms in the Trust
          Agreement as in effect on the date hereof.

                                        5

<PAGE>

                                   ARTICLE II

                               Trust Indenture Act

     SECTION 2.1. Trust Indenture Act; Application.

     (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

     (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act through the operation of Section 318(c)
thereof, such imposed duties shall control. If any provision of this Guarantee
Agreement modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Guarantee Agreement as so modified or to be excluded, as the case may be.

     SECTION 2.2. List of Holders.

     (a) The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semiannually, on or before June 30 and December 31 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders (the "List of Holders") as of a date not more than
15 days prior to the delivery thereof, and (b) at such other times as the
Guarantee Trustee may request in writing, within 30 days after the receipt by
the Guarantor of any such request, a List of Holders as of a date not more than
15 days prior to the time such list is furnished, in each case to the extent
such information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

     (b) The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     SECTION 2.3. Reports by the Guarantee Trustee.

     Not later than May 31 of each year, commencing May 31, 2003, the Guarantee
Trustee shall provide to the Holders such reports as are required by Section 313
of the Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply
with the requirements of Section 313(d) of the Trust Indenture Act. The
Guarantor will notify the Guarantee Trustee if and when any Capital Securities
are listed on any stock exchange.

                                       6

<PAGE>

     SECTION 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

     SECTION 2.5. Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given
in the form of an Officers' Certificate.

     SECTION 2.6. Events of Default; Waiver.

     The Holders of a Majority in Liquidation Amount of the Capital Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent therefrom.

     SECTION 2.7. Events of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notices of all Events of Default known to the Guarantee Trustee, unless such
defaults have been cured before the giving of such notice, provided, that,
except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long
as the Board of Directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

                                       7

<PAGE>

     SECTION 2.8. Conflicting Interests.

     The Trust Agreement and the Indenture shall be deemed to be specifically
described in this Guarantee Agreement for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

                                  ARTICLE III

               Powers, Duties and Rights of the Guarantee Trustee

     SECTION 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.

     (b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants shall be read into this Guarantee
Agreement against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

          (i) prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee
          Agreement,

                                       8

<PAGE>

          and the Guarantee Trustee shall not be liable except for the
          performance of such duties and obligations as are specifically set
          forth in this Guarantee Agreement; and

               (B) in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Guarantee
          Trustee and conforming to the requirements of this Guarantee
          Agreement; but in the case of any such certificates or opinions that
          by any provision hereof or of the Trust Indenture Act are specifically
          required to be furnished to the Guarantee Trustee, the Guarantee
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Guarantee Agreement;

          (ii)   the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made;

          (iii)  the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in Liquidation
     Amount of the Capital Securities relating to the time, method and place of
     conducting any proceeding for any remedy available to the Guarantee
     Trustee, or exercising any trust or power conferred upon the Guarantee
     Trustee under this Guarantee Agreement; and

          (iv)   no provision of this Guarantee Agreement shall require the
     Guarantee Trustee to expend or risk its own funds or otherwise incur
     personal financial liability in the performance of any of its duties or in
     the exercise of any of its rights or powers, if the Guarantee Trustee shall
     have reasonable grounds for believing that the repayment of such funds or
     liability is not reasonably assured to it under the terms of this Guarantee
     Agreement or adequate indemnity against such risk or liability is not
     reasonably assured to it.

     SECTION 3.2. Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 3.1:

          (i)    The Guarantee Trustee may rely and shall be fully protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of indebtedness or
     other paper or document reasonably believed by it to be genuine and to have
     been signed, sent or presented by the proper party or parties.

                                       9

<PAGE>

          (ii)   Any direction or act of the Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently evidenced by an Officers'
     Certificate unless otherwise prescribed herein.

          (iii)  Whenever, in the administration of this Guarantee Agreement,
     the Guarantee Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting to take any action
     hereunder, the Guarantee Trustee (unless other evidence is herein
     specifically prescribed) may, in the absence of bad faith on its part,
     request and rely upon an Officers' Certificate which, upon receipt of such
     request from the Guarantee Trustee, shall be promptly delivered by the
     Guarantor.

          (iv)   The Guarantee Trustee may consult with legal counsel, and the
     written advice or opinion of such legal counsel with respect to legal
     matters shall be full and complete authorization and protection in respect
     of any action taken, suffered or omitted to be taken by it hereunder in
     good faith and in accordance with such advice or opinion. Such legal
     counsel may be legal counsel to the Guarantor or any of its Affiliates and
     may be one of its employees. The Guarantee Trustee shall have the right at
     any time to seek instructions concerning the administration of this
     Guarantee Agreement from any court of competent jurisdiction.

          (v)    The Guarantee Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Guarantee Agreement at the
     request or direction of any Holder, unless such Holder shall have provided
     to the Guarantee Trustee such adequate security and indemnity as would
     satisfy a reasonable person in the position of the Guarantee Trustee,
     against the costs, expenses (including attorneys' fees and expenses) and
     liabilities that might be incurred by it in complying with such request or
     direction, including such reasonable advances as may be requested by the
     Guarantee Trustee; provided that, nothing contained in this Section
     3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the
     occurrence of an Event of Default, of its obligation to exercise the rights
     and powers vested in it by this Guarantee Agreement.

          (vi)   The Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Guarantee Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit.


          (vii)  The Guarantee Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     its agents or attorneys, and the Guarantee Trustee shall not be responsible
     for any


                                       10

<PAGE>

          misconduct or negligence on the part of any such agent or attorney
          appointed with due care by it hereunder.

               (viii) Whenever in the administration of this Guarantee Agreement
          the Guarantee Trustee shall deem it desirable to receive instructions
          with respect to enforcing any remedy or right or taking any other
          action hereunder, the Guarantee Trustee (A) may request instructions
          from the Holders, (B) may refrain from enforcing such remedy or right
          or taking such other action until such instructions are received, and
          (C) shall be protected in acting in accordance with such instructions.

          (b) No provision of this Guarantee Agreement shall be deemed to impose
     any duty or obligation on the Guarantee Trustee to perform any act or acts
     or exercise any right, power, duty or obligation conferred or imposed on it
     in any jurisdiction in which it shall be illegal, or in which the Guarantee
     Trustee shall be unqualified or incompetent in accordance with applicable
     law, to perform any such act or acts or to exercise any such right, power,
     duty or obligation. No permissive power or authority available to the
     Guarantee Trustee shall be construed to be a duty to act in accordance with
     such power and authority.

          SECTION 3.3. Compensation; Indemnity; Fees.

          The Guarantor agrees:

          (a) to pay to the Guarantee Trustee from time to time reasonable
     compensation for all services rendered by it hereunder (which compensation
     shall not be limited by any provisions of law in regard to the compensation
     of a trustee of an express trust);

          (b) except as otherwise expressly provided herein, to reimburse the
     Guarantee Trustee upon request for all reasonable expenses, disbursements
     and advances incurred or made by the Guarantee Trustee in accordance with
     any provision of this Guarantee Agreement (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel),
     except any such expense, disbursement or advance as may be attributable to
     its negligence or bad faith; and

          (c) to indemnify the Guarantee Trustee and its directors, officers,
     agents and employees for, and to hold it harmless against, any loss,
     liability or expense incurred without negligence or bad faith on the part
     of the Guarantee Trustee, arising out of or in connection with the
     acceptance or administration of this Guarantee Agreement, including the
     costs and expenses of defending itself against any claim or liability in
     connection with the exercise or performance of any of its powers or duties
     hereunder. The Guarantee Trustee will not claim or exact any lien or charge
     on any Guarantee Payments as a result of any amount due to it under this
     Guarantee Agreement.

          The provisions of this Section 3.3. shall survive the termination of
     this Guarantee Agreement or the earlier resignation or removal of the
     Guarantee Trustee.

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                                   ARTICLE IV

                                Guarantee Trustee

          SECTION 4.1. Guarantee Trustee; Eligibility.

          (a) There shall at all times be a Guarantee Trustee which shall:

               (i) not be an Affiliate of the Guarantor; and

               (ii) be a Person that is eligible pursuant to the Trust Indenture
          Act to act as such and has a combined capital and surplus of at least
          $50,000,000, and shall be a corporation meeting the requirements of
          Section 310(a) of the Trust Indenture Act. If such corporation
          publishes reports of condition at least annually, pursuant to law or
          to the requirements of the supervising or examining authority, then,
          for the purposes of this Section 4.1 and to the extent permitted by
          the Trust Indenture Act, the combined capital and surplus of such
          corporation shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published.

          (b) If at any time the Guarantee Trustee shall cease to be eligible to
     so act under Section 4.1(a), the Guarantee Trustee shall immediately resign
     in the manner and with the effect set out in Section 4.2(c).

          (c) If the Guarantee Trustee has or shall acquire any "conflicting
     interest" within the meaning of Section 310(b) of the Trust Indenture Act,
     the Guarantee Trustee and Guarantor shall in all respects comply with the
     provisions of Section 310(b) of the Trust Indenture Act.

          SECTION 4.2. Appointment, Removal and Resignation of the Guarantee
     Trustee.

          (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed
     or removed without cause at any time by the Guarantor.

          (b) The Guarantee Trustee shall not be removed until a Successor
     Guarantee Trustee has been appointed and has accepted such appointment by
     written instrument executed by such Successor Guarantee Trustee and
     delivered to the Guarantor.

          (c) The Guarantee Trustee appointed hereunder shall hold office until
     a Successor Guarantee Trustee shall have been appointed or until its
     removal or resignation. The Guarantee Trustee may resign from office
     (without need for prior or subsequent accounting) by an instrument in
     writing executed by the Guarantee Trustee and delivered to the Guarantor,
     which resignation shall not take effect until a Successor Guarantee Trustee
     has been appointed and has accepted such appointment by instrument in
     writing executed by such Successor Guarantee Trustee and delivered to the
     Guarantor and the resigning Guarantee Trustee.

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          (d) If no Successor Guarantee Trustee shall have been appointed and
     accepted appointment as provided in this Section 4.2 within 60 days after
     delivery to the Guarantor of an instrument of resignation, the resigning
     Guarantee Trustee may petition, at the expense of the Guarantor, any court
     of competent jurisdiction for appointment of a Successor Guarantee Trustee.
     Such court may thereupon, after prescribing such notice, if any, as it may
     deem proper, appoint a Successor Guarantee Trustee.

                                    ARTICLE V

                                    Guarantee

          Section 5.1. Guarantee.

          The Guarantor irrevocably and unconditionally agrees to pay in full to
     the Holders the Guarantee Payments (without duplication of amounts
     theretofore paid by or on behalf of the Issuer Trust), as and when due,
     regardless of any defense, right of set-off or counterclaim which the
     Issuer Trust may have or assert, except the defense of payment. The
     Guarantor's obligation to make a Guarantee Payment may be satisfied by
     direct payment of the required amounts by the Guarantor to the Holders or
     by causing the Issuer Trust to pay such amounts to the Holders.

          SECTION 5.2. Waiver of Notice and Demand.

          The Guarantor hereby waives notice of acceptance of this Guarantee
     Agreement and of any liability to which it applies or may apply,
     presentment, demand for payment, any right to require a proceeding first
     against the Guarantee Trustee, the Issuer Trust or any other Person before
     proceeding against the Guarantor, protest, notice of nonpayment, notice of
     dishonor, notice of redemption and all other notices and demands.

          SECTION 5.3. Obligations Not Affected.

          The obligations, covenants, agreements and duties of the Guarantor
     under this Guarantee Agreement shall in no way be affected or impaired by
     reason of the happening from time to time of any of the following:

               (a) the release or waiver, by operation of law or otherwise, of
          the performance or observance by the Issuer Trust of any express or
          implied agreement, covenant, term or condition relating to the Capital
          Securities to be performed or observed by the Issuer Trust;

               (b) the extension of time for the payment by the Issuer Trust of
          all or any portion of the Distributions (other than an extension of
          time for payment of Distributions that results from the extension of
          any interest payment period on the Junior Subordinated Debentures as
          provided in the Indenture), Redemption Price, Liquidation Distribution
          or any other sums payable under the terms of the Capital

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<PAGE>

          Securities or the extension of time for the performance of any other
          obligation under, arising out of, or in connection with, the Capital
          Securities;

               (c) any failure, omission, delay or lack of diligence on the part
          of the Holders to enforce, assert or exercise any right, privilege,
          power or remedy conferred on the Holders pursuant to the terms of the
          Capital Securities, or any action on the part of the Issuer Trust
          granting indulgence or extension of any kind;

               (d) the voluntary or involuntary liquidation, dissolution, sale
          of any collateral, receivership, insolvency, bankruptcy, assignment
          for the benefit of creditors, reorganization, arrangement, composition
          or readjustment of debt of, or other similar proceedings affecting,
          the Issuer Trust or any of the assets of the Issuer Trust;

               (e) any invalidity of, or defect or deficiency in, the Capital
          Securities;

               (f) the settlement or compromise of any obligation guaranteed
          hereby or hereby incurred; or

               (g) any other circumstance whatsoever that might otherwise
          constitute a legal or equitable discharge or defense of a guarantor
          (other than payment of the underlying obligation), it being the intent
          of this Section 5.3 that the obligations of the Guarantor hereunder
          shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
     the consent of, the Guarantor with respect to the happening of any of the
     foregoing.

          SECTION 5.4. Rights of Holders.

          The Guarantor expressly acknowledges that: (i) this Guarantee
     Agreement will be deposited with the Guarantee Trustee to be held for the
     benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce
     this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a
     Majority in Liquidation Amount of the Capital Securities have the right to
     direct the time, method and place of conducting any proceeding for any
     remedy available to the Guarantee Trustee in respect of this Guarantee
     Agreement or exercising any trust or power conferred upon the Guarantee
     Trustee under this Guarantee Agreement; and (iv) any Holder may institute a
     legal proceeding directly against the Guarantor to enforce its rights under
     this Guarantee Agreement, without first instituting a legal proceeding
     against the Guarantee Trustee, the Issuer Trust or any other Person.

          SECTION 5.5. Guarantee of Payment.

          This Guarantee Agreement creates a guarantee of payment and not of
     collection. This Guarantee Agreement will not be discharged except by
     payment of the Guarantee Payments in full (without duplication of amounts
     theretofore paid by the Issuer Trust) or

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<PAGE>

          upon distribution of Junior Subordinated Debentures to Holders as
          provided in the Trust Agreement.

               SECTION 5.6. Subrogation.

               The Guarantor shall be subrogated to all rights (if any) of the
          Holders against the Issuer Trust in respect of any amounts paid to the
          Holders by the Guarantor under this Guarantee Agreement and shall have
          the right to waive payment by the Issuer Trust pursuant to Section
          5.1; provided, however, that the Guarantor shall not (except to the
          extent required by mandatory provisions of law) be entitled to enforce
          or exercise any rights which it may acquire by way of subrogation or
          any indemnity, reimbursement or other agreement, in all cases as a
          result of payment under this Guarantee Agreement, if, at the time of
          any such payment, any amounts are due and unpaid under this Guarantee
          Agreement. If any amount shall be paid to the Guarantor in violation
          of the preceding sentence, the Guarantor agrees to hold such amount in
          trust for the Holders and to pay over such amount to the Holders.

               SECTION 5.7. Independent Obligations.

               The Guarantor acknowledges that its obligations hereunder are
          independent of the obligations of the Issuer Trust with respect to the
          Capital Securities and that the Guarantor shall be liable as principal
          and as debtor hereunder to make Guarantee Payments pursuant to the
          terms of this Guarantee Agreement notwithstanding the occurrence of
          any event referred to in subsections (a) through (g), inclusive, of
          Section 5.3 hereof.


                                   ARTICLE VI

                           Covenants and Subordination

               SECTION 6.1. Subordination.

               The obligations of the Guarantor under this Guarantee Agreement
          will constitute unsecured obligations of the Guarantor and will rank
          subordinate and junior in right of payment to all Senior Indebtedness
          of the Guarantor. The obligations of the Guarantor under this
          Guarantee Agreement do not constitute Senior Indebtedness, Senior Debt
          or Senior Subordinated Debt.

               SECTION 6.2. Pari Passu Guarantees.

               The obligations of the Guarantor under this Guarantee Agreement
          shall rank pari passu with the obligations of the Guarantor under any
          similar guarantee agreements issued by the Guarantor on behalf of the
          holders of preferred or capital securities issued by any KeyCorp Trust
          (as defined in the Indenture).

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<PAGE>

                                   ARTICLE VII

                                   Termination

               SECTION 7.1. Termination.

               This Guarantee Agreement shall terminate and be of no further
          force and effect upon (i) full payment of the Redemption Price of all
          Capital Securities, (ii) the distribution of Junior Subordinated
          Debentures to the Holders in exchange for all of the Capital
          Securities or (iii) full payment of the amounts payable in accordance
          with the Trust Agreement upon liquidation of the Issuer Trust.
          Notwithstanding the foregoing, this Guarantee Agreement will continue
          to be effective or will be reinstated, as the case may be, if at any
          time any Holder must restore payment of any sums paid with respect to
          Capital Securities or this Guarantee Agreement.


                                  ARTICLE VIII

                                  Miscellaneous

               SECTION 8.1. Successors and Assigns.

               All guarantees and agreements contained in this Guarantee
          Agreement shall bind the successors, assigns, receivers, trustees and
          representatives of the Guarantor and shall inure to the benefit of the
          Holders of the Capital Securities then outstanding. Except in
          connection with a consolidation, merger or sale involving the
          Guarantor that is permitted under Article VIII of the Indenture and
          pursuant to which the successor or assignee agrees in writing to
          perform the Guarantor's obligations hereunder, the Guarantor shall not
          assign its obligations hereunder.

               SECTION 8.2. Amendments.

               Except with respect to any changes which do not adversely affect
          the rights of the Holders in any material respect (in which case no
          consent of the Holders will be required), this Guarantee Agreement may
          only be amended with the prior approval of the Holders of not less
          than a Majority in Liquidation Amount of the Capital Securities. The
          provisions of Article VI of the Trust Agreement concerning meetings of
          the Holders shall apply to the giving of such approval.

               SECTION 8.3. Notices.

               Any notice, request or other communication required or permitted
          to be given hereunder shall be in writing, duly signed by the party
          giving such notice, and delivered, telecopied or mailed by first class
          mail as follows:

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<PAGE>

               (a) if given to the Guarantor, to the address set forth below or
          such other address, facsimile number or to the attention of such other
          Person as the Guarantor may give notice to the Holders:

                       KeyCorp
                       127 Public Square
                       Cleveland, Ohio 44114-1306

                       Facsimile No.: (216) 689-4121
                       Attention: General Counsel

               (b) if given to the Issuer Trust, in care of the Guarantee
          Trustee, at the Issuer Trust's (and the Guarantee Trustee's) address
          set forth below or such other address as the Guarantee Trustee on
          behalf of the Issuer Trust may give notice to the Holders:

                       KeyCorp Capital VII
                       c/o KeyCorp
                       127 Public Square
                       Cleveland, Ohio 44114-1306

                       Facsimile No.: (216) 689-4121
                       Attention: General Counsel

               with a copy to:

                       Deutsche Bank Trust Company Americas
                       100 Plaza One
                       Mail Stop JCY03-0603
                       Jersey City, New Jersey 07311

                       Facsimile No.: (201) 593-6443
                       Attention: Corporate Trust and Agency Services

               (c) if given to any Holder, at the address set forth on the books
          and records of the Issuer Trust.

          All notices hereunder shall be deemed to have been given when received
     in person, telecopied with receipt confirmed, or mailed by first class
     mail, postage prepaid, except that if a notice or other document is refused
     delivery or cannot be delivered because of a changed address of which no
     notice was given, such notice or other document shall be deemed to have
     been delivered on the date of such refusal or inability to deliver.

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<PAGE>

          SECTION 8.4. Benefit.

          This Guarantee Agreement is solely for the benefit of the Holders and
     is not separately transferable from the Capital Securities.

          SECTION 8.5. Governing Law.

          THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
     INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          SECTION 8.6. Counterparts.

         This instrument may be executed in any number of counterparts, each of
     which so executed shall be deemed to be an original, but all such
     counterparts shall together constitute but one and the same instrument.

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<PAGE>

          In Witness Whereof, the undersigned have executed this Guarantee
     Agreement as of the date first above written.

                                     KeyCorp


                                     By
                                        ----------------------------------
                                        Name:
                                        Title:


                                     Deutsche Bank Trust Company Americas,
                                              as Guarantee Trustee


                                     By
                                        ----------------------------------
                                        Name:
                                        Title:

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