<PAGE>   1
                                                                    Exhibit 4(o)

THIS SECURITY IS AN OBLIGATION OF KEYCORP AND IS NOT AND WILL NOT BE A SAVINGS
ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF
KEYCORP AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT  $__________________
No. FX -


                                     KEYCORP
                     SUBORDINATED MEDIUM-TERM NOTE, SERIES E
                                  (FIXED RATE)


                  Due from 9 Months or More from Date of Issue

                  If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "Depository") or a nominee of the
Depository, this Security is a Global Security and the following two legends
apply:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.




                                       1
<PAGE>   2

ISSUE PRICE:

ORIGINAL ISSUE PRICE:

STATED MATURITY:

MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:

SPECIFIED CURRENCY:
United States Dollars:
[ ] YES    [ ] NO

FOREIGN CURRENCY:

EXCHANGE RATE AGENT:

PAYING AGENT:

PLACE OF PAYMENT:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS:    [ ] YES   [ ] NO

INTEREST RATE:

COMPUTATION PERIOD:

INTEREST PAYMENT DATES IF OTHER THAN JUNE 1 AND DECEMBER 1:

REGULAR RECORD DATES IF OTHER THAN MAY 15 AND NOVEMBER 15:

OPTIONAL REDEMPTION:   [ ] YES   [ ] NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

ADDITIONAL AMOUNTS:

DEFEASANCE:  [ ] YES  [ ] NO

COVENANT DEFEASANCE:  [ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET:
[ ] YES  [ ] NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
[ ] YES  [ ] NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

TOTAL AMOUNT OF OID:

ORIGINAL YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

SINKING FUND:

OTHER/DIFFERENT PROVISIONS:



                                       2
<PAGE>   3

                  KEYCORP, an Ohio corporation (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________ Dollars ($ ) on
the Stated Maturity shown above (except to the extent redeemed, repaid, renewed
or extended prior to the Stated Maturity) and to pay interest thereon at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest, if any, has been paid or
duly provided for, semi-annually on June 15 and December 15 of each year (unless
other Interest Payment Dates are shown on the face hereof and except as provided
in the next succeeding paragraph) (each, an "Interest Payment Date") until the
principal hereof is paid or made available for payment and on the Stated
Maturity, any Redemption Date or Repayment Date (such terms are together
hereinafter referred to as the "Maturity Date" with respect to the principal
repayable on such date); PROVIDED, HOWEVER, that any payment of principal (or
premium, if any) or interest, if any, to be made on any Interest Payment Date or
on the Maturity Date that is not a Business Day (as defined below) shall be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the Maturity Date, as the case may be, and no
additional interest, if any, shall accrue on the amount so payable as a result
of such delayed payment. For purposes of this Security, unless otherwise
specified on the face hereof, "Business Day" means any day, other than a
Saturday or Sunday, that is not a legal holiday nor a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in New York City; PROVIDED, HOWEVER, with respect to foreign currency Notes,
such day is also not a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or if the
Specified Currency is the euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express transfer (TARGET)
System is open).

                  "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, except that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Portuguese escudos, South African rand and Swiss francs, the Principal
Financial Center shall be The City of New York, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Johannesburg and Zurich, respectively.

                  Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest, if any, has been
paid or duly provided for (or from, and including, the Original Issue Date if no
interest has been paid) to, but excluding , the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "Holder") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the fifteenth day (whether
or not a Business Day) next preceding such Interest Payment Date (each, a
"Regular Record Date"); PROVIDED, HOWEVER, that, if this Security was issued
between a Regular Record Date and the initial Interest Payment Date relating to
such Regular Record Date, interest, if any, for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular



                                       3
<PAGE>   4

Record Date to the Holder hereof on such next succeeding Regular Record Date;
and PROVIDED FURTHER that interest, if any, payable on the Maturity Date will be
payable to the person to whom the principal hereof shall be payable. Any such
interest not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee (referred to on the reverse hereof), notice
whereof shall be given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.

                  Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the corporate trust office of the Trustee in New York City,
on or prior to the applicable Regular Record Date or at least 15 days prior to
the Stated Maturity, as the case may be. Such request may be in writing with a
signature guarantee, mailed or hand delivered, or by cable, telex, or other form
of facsimile transmission. The Holder hereof may elect to receive payment in
such Specified Currency for all principal, premium, if any, and interest
payments and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the Regular Record Date or at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency and any
such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such
payments.

                  In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.

                  Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by check mailed to the
registered address of the Holder hereof;



                                       4
<PAGE>   5

PROVIDED, HOWEVER, that, if (i) the Specified Currency is U.S. dollars and the
Holder hereof is the Holder of U.S.$1,000,000 or more in aggregate principal
amount of Securities of the series of which this Security is a part (whether
having identical or different terms and provisions) or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to receive payments
in such Specified Currency as provided for above, such interest payments will be
made by transfer of immediately available funds but only if appropriate
instructions have been received in writing by the Trustee on or prior to the
applicable Regular Record Date. Simultaneously with any election by the Holder
hereof to receive payments in respect hereof in the Specified Currency (if other
than U.S. dollars), such Holder may provide appropriate instructions to the
Trustee, and all such payments will be made in immediately available funds to an
account maintained by the payee with a bank, but only if such bank has
appropriate facilities therefor. Unless otherwise specified above, the principal
hereof (and premium, if any) and interest hereon payable on the Maturity Date
will be paid in immediately available funds upon surrender of this Security at
the corporate trust office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at such other location
as may be specified above). The Company will pay any administrative costs
imposed by banks in making payments in immediately available funds, but, except
as otherwise provided under Additional Amounts above, any tax, assessment or
governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.

                  Unless otherwise specified on the face hereof, interest on
this Security, if any, will be computed on the basis of a 360-day year of twelve
30-day months.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.


                                       5
<PAGE>   6

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.

                                            KEYCORP

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

                                            Attest: ----------------------------
                                                    Assistant Secretary
                [Seal]





Dated:                                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                                        This is one of the Securities of the
                                        series designated therein referred
                                        to in the within-mentioned Indenture



                                        BANKERS TRUST COMPANY,

                                        as Trustee

                                        By:
                                            --------------------------------
                                            Authorized Signatory




                                       6
<PAGE>   7


                                [REVERSE OF NOTE]


                                     KEYCORP
                     SUBORDINATED MEDIUM-TERM NOTE, SERIES E

                  Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "Securities") of the Company, issued and
to be issued in one or more series under and pursuant to an indenture, dated as
of June 10, 1994, as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and Bankers Trust Company, Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture with respect to a series of which this Security is a part), to which
indenture and all indentures supplemental thereto, reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof that is unlimited in aggregate principal amount.

                  Section 2. PAYMENTS. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in such Specified
Currency, the amount of U.S. dollar payments to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the highest bid quotation
in New York City at approximately 11:00 A.M., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers selected by the Exchange Rate Agent (one of which may be the
Exchange Rate Agent unless the Exchange Rate Agent is the applicable agent to or
through which this Security was originally sold) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three of such bid quotations are available, payments will be made in the
Specified Currency.

                  Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for settlement of transactions by public institutions of or within
the international banking community, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in New York City
for cable transfers of such Specified Currency as certified for customs purposes
(or, if not so certified as otherwise determined) by the Federal Reserve Bank of
New York (the "Market Exchange Rate") as computed by the Exchange Rate Agent for
such Specified Currency on the second Business Day prior to such payment or, if
the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated on the face
hereof. Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default or Default under the Indenture.



                                       7
<PAGE>   8

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder of this Security.

                  All currency exchange costs will be borne by the Holder of
this Security through deductions from payments otherwise due to such Holder.

                  References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.

                  Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the minimum authorized denomination of such
Security) on or after the date designated as the Initial Redemption Date on the
face hereof at 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on
the face hereof, together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price is 100% of such amount.
The Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 days prior to the Redemption
Date. In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities
of the series, of which this Security is a part, with differing issue dates,
interest rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. If less than all of the Securities with like tenor and terms to
this Security are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

                  Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity at the option of the
Holder on each applicable Repayment Date shown on the face hereof at the
Repayment Price shown on the face hereof, together with accrued interest to the
Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 30 but not more than 45 days prior to a Repayment Date this
Security with the form attached hereto entitled "Option to Elect Repayment" duly
completed. Except as set forth in Section 308 of the Indenture, any tender of
this Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be canceled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.





                                       2
<PAGE>   9


                  Section 5. SINKING FUND. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking fund.

                  Section 6. DISCOUNT SECURITIES. If this Security (such
Security being referred to as an "Original Issue Discount Security") (a) has
been issued at an Issue Price lower, by more than a DE MINIMIS amount (as
determined under United States federal income tax rules applicable to original
issue discount instruments), than its "stated redemption price at Maturity" (as
defined below) and (b) would be considered an original issue discount security
for United States federal income tax purposes, then the amount payable on this
Security in the event of redemption by the Company, repayment at the option of
the Holder or acceleration of the maturity hereof, in lieu of the principal
amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as
defined below) of this Security as of the date of such redemption, repayment or
acceleration. The "Amortized Face Amount" of this Security shall be the amount
equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus
(b) the aggregate of the portions of the original issue discount (the excess of
the amounts considered as part of the "stated redemption price at maturity" of
this Security within the meaning of Section 1273(a)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"), whether denominated as principal or
interest, over the Issue Price of this Security) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the "stated redemption
price at maturity" of this Security which has been paid on this Security from
the date of issue to the date of determination.

                  Section 7. MODIFICATION AND WAIVERS. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series. Such amendment may be effected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding
Securities affected thereby. The Indenture also contains provisions permitting
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities, on behalf of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the Indenture. Provisions
in the Indenture also permit the Holders of not less than 66-2/3% in principal
amount of all Outstanding Securities of any series to waive on behalf of all of
the Holders of all the Securities of such series and any related coupons certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon the Holder of this Security and upon
all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

                  Section 8. SUBORDINATION; OBLIGATION OF THE COMPANY ABSOLUTE.
The indebtedness evidenced by the Securities of this series is, to the extent
provided in the Indenture, subordinated and subject in right of the payment in
full of the principal of (and premium, if any) and interest on all Senior
Indebtedness, as defined in the Indenture, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, agrees that each holder of Senior Indebtedness,
whether created or acquired before or after



                                       3
<PAGE>   10

the issuance of the Securities of this series, shall be deemed conclusively to
have relied on such provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness. The Indenture also provides that
if, upon the occurrence of certain events of bankruptcy or insolvency relating
to the Company, there remains, after giving effect to the subordination
provisions referred to in Section 1614 of the Indenture, any amount of cash,
property or securities available for payment or distribution in respect of
Securities of this series (as defined in the Indenture, "Excess Proceeds", and
if at such time any Entitled Person (as defined in the Indenture) has not
received payment in full of all amounts due or to become due on or in respect of
Other Senior Obligations (as defined in the Indenture), then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of
such Other Senior Obligations before any payment or distribution may be made in
respect of the Securities of this series. This Security is also issued subject
to the provisions of the Indenture regarding payments to Entitled Persons in
respect of Other Senior Obligations. Each Holder of this Security, by accepting
the same, agrees to be bound by the provisions of the Indenture described herein
and authorizes and directs the Trustee to take such action on his behalf as may
be necessary or appropriate to acknowledge or effectuate the subordination of
this Security and payment of Excess Proceeds as provided in the Indenture and
appoints the Trustee his attorney-in-fact for any and all such purposes.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the Specified Currency herein prescribed.

                  Section 9. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.

                  Section 10. AUTHORIZED DENOMINATIONS. Unless otherwise
provided on the face hereof, this Security is issuable only in registered form
without coupons issued in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this Security is denominated
in a Specified Currency other than U.S. dollars or is an Original Issue Discount
Security, this Security shall be issuable in the denominations set forth on the
face hereof.

                  Section 11. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security is a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.



                                       4
<PAGE>   11

                  If the registered owner of this Security is the Depository
(such a Security being referred to herein as a "Global Security") and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days following
notice to the Company or (ii) an Event of Default occurs, the Company will issue
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time determine not to have Securities
represented by this Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security representing
such Security. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 (or such other denomination as
shall be specified by the Company) or any amount in excess thereof which is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  Section 12. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.

                  Section 13. DEFINED TERMS. All terms used in this Security
which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.

                  Section 14. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York.



                                       5
<PAGE>   12


                                  ABBREVIATIONS
                                  -------------
                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM - as tenants in common
                  TEN ENT - as tenants by the entireties
                  JT TEN -  as joint tenants with right of survivorship and not
                            as tenants in common


                  UNIF GIFT MIN ACT - .................Custodian................
                                          (Cust.)                    (Minor)
                                    Under Uniform Gifts to Minors Act

                                      ..........................................
                                      (State)

     Additional abbreviations may also be used though not in the above list.



<PAGE>   13


                                   ASSIGNMENTS
                                   -----------

                       FOR VALUE RECEIVED, the undersigned
                       hereby sell(s), assign(s) and transfer(s) unto:


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE: __________________

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--------------------------------------------------------------------------------
     (Please print or type name and address, including zip code of assignee)

the within Security of KEYCORP and all rights thereunder and does hereby
irrevocably constitute and appoint:
______________________________________________________________________________
Attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.

Dated _________________________     _________________________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Security in
                                    every particular, without alteration or
                                    enlargement or any change whatsoever.

SIGNATURE GUARANTEED:


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



<PAGE>   14

                            OPTION TO ELECT REPAYMENT
                            -------------------------

                  The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the "REPAYMENT DATE" first occurring after the date of
receipt of the within Security as specified below, at a Repayment Price equal to
100% of the principal amount thereof, together with interest thereon accrued to
the Repayment Date, to the undersigned at:

-------------------------------------------------------------------------------
           (Please Print or Type Name and Address of the Undersigned.)

                  FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT
LEAST 30 BUT NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH
REPAYMENT DATE IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE
COMPANY AT ITS OFFICE OR AGENCY, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE
OF THE PAYING AGENT AT BANKERS TRUST COMPANY, 4 ALBANY STREET, MAIL STOP 5041,
NEW YORK, NEW YORK 10006, ATTENTION: CORPORATE BOND SERVICES ADMINISTRATION.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple thereof) which is to be repaid: $_______________.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount ($1,000 or any integral multiple of $1,000;
PROVIDED that any remaining principal amount of this Security shall not be less
than the minimum denomination of such Security): $_____________________.

Dated:  _______________             ____________________________________________
                                    Note: The signature to this Option to Elect
                                    Repayment must correspond with the name as
                                    written upon the face of the within Security
                                    in every particular without alterations or
                                    enlargement or any change whatsoever.