<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