Note – KeyCorp

REGISTERED

REGISTERED

MEDIUM-TERM NOTE, SERIES K

(MASTER GLOBAL NOTE)

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

CUSIP NO.

REGISTERED PRINCIPAL AMOUNT $

No. FX :

KEYCORP
MEDIUM-TERM NOTE, SERIES K
(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.

ISSUE PRICE:

ORIGINAL ISSUE PRICE:

STATED MATURITY:

MINIMUM DENOMINATIONS:
o $1,000

o Other:

SPECIFIED CURRENCY: United States Dollars:

o YES o NO

FOREIGN CURRENCY:

EXCHANGE RATE AGENT:

PAYING AGENT:

PLACE OF PAYMENT:

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

INTEREST RATE:

COMPUTATION PERIOD:

INTEREST PAYMENT DATES IF OTHER THAN
JUNE 15 AND DECEMBER 15:

REGULAR RECORD DATES IF OTHER THAN
JUNE 1 AND DECEMBER 1:

OPTIONAL REDEMPTION: o YES o NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE
REDUCTION:

OPTION TO ELECT REPAYMENT: o YES o NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

ADDITIONAL AMOUNTS:

DEFEASANCE: o YES o NO

COVENANT DEFEASANCE: o YES o NO

OPTIONAL INTEREST RATE RESET:
o YES o NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
o YES o 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:

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, that with respect to foreign currency Notes,
such day is also not a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or if the
Specified Currency is the euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open).

“Principal Financial Center” means the capital city of the country
issuing the Specified Currency, except that with respect to United States
dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South
African rand and Swiss francs, the “principal financial center” shall be New
York City, Sydney, Toronto, London (solely in the case of the designated LIBOR
currency), Wellington, 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

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 Company153s 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.

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.

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:
		Name:
		Title:


Attest:
		Assistant Secretary
[Seal]



Dated:	TRUSTEE153S CERTIFICATE OF AUTHENTICATION:

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

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee



	By:
		Authorized Signatory

[REVERSE OF NOTE]

KEYCORP
MEDIUM-TERM NOTE, SERIES K

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 Deutsche Bank Trust Company
Americas, as 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. The Indenture was amended pursuant to a
First Supplemental Indenture dated as of November 14, 2001, copies of which are
available from the Company or the Trustee. 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 Company153s 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.

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.

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

Section 6. Discount Securities. If this Security (such Security being
referred to as an “Original Issue Discount Security“) (a) has been
issued at an Issue Price lower, by more than a de minimis amount (as
determined under United States federal income tax rules applicable to

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

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

Section 8. Ranking; Obligation of the Company Absolute. The Securities
are unsecured and rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company.

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

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

Section 10. Authorized Denominations. Unless otherwise provided on the
face hereof, this Security is issuable only in registered form without coupons
issued in denominations of

$1,000 or any amount in excess thereof which is an integral multiple of
$1,000. If this Security is denominated in a Specified Currency other than U.S.
dollars or is an Original Issue Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.

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

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

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

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.

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.

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

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:

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

OPTION TO ELECT REPAYMENT

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

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

For this Option to Elect Repayment to be effective, this Security with the
Option to Elect Repayment duly completed must be received at least 30 but not
more than 45 days prior to the Repayment Date (or, if such Repayment Date is not
a Business Day, the next succeeding Business Day) by the Company at its office
or agency, which will be located initially at the office of the Trustee at
Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005,
Attention: Corporate Trust & Agency Services.

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.

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

Exhibit 4.3(b)

CUSIP NO.

REGISTERED PRINCIPAL AMOUNT $

No. FL :

KEYCORP
MEDIUM-TERM NOTE, SERIES K
(FLOATING RATE)

Due from 9 Months or More from Date of Issue

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY:

BASE RATE:
If LIBOR: o Reuters Page LIBOR01
o 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: o YES o NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

OPTIONAL REDEMPTION: o YES o NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

MINIMUM DENOMINATIONS:
o $1,000
o Other:

SPECIFIED CURRENCY:
United States Dollars:
o YES o NO

FOREIGN CURRENCY:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS:

o YES o NO

EXCHANGE RATE AGENT:

ADDITIONAL AMOUNTS:

DEFEASANCE: o YES o NO

COVENANT DEFEASANCE: o YES o NO

OPTIONAL INTEREST RATE RESET:
o YES o NO

OPTIONAL INTEREST RATE RESET DATES:

TOTAL AMOUNT OF OID:

INITIAL ACCRUAL PERIOD OID:

ORIGINAL YIELD TO MATURITY:

OTHER/DIFFERENT PROVISIONS:

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 or EURIBOR, and such day falls in the next succeeding calendar month, such
payment will be made on the next preceding London Business Day or TARGET
Business Day, respectively) as described on the reverse hereof.

For purposes of this Security, unless otherwise specified on the face hereof,
“Business Day” means any day, other than a Saturday or Sunday, that is
not a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in New York City;
provided, however, that with respect to foreign currency Notes,
such day is also not a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or if the
Specified Currency is the euro or if the Base Rate specified is EURIBOR, 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.

“London Business Day” means a day on which commercial banks are open
for business (including dealings in the designated LIBOR Currency) in London.

“TARGET Business Day” means a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer System is open for
business.

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 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 Company153s 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.

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.

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


	KEYCORP
	By:
		Name:
		Title:



	Attest:
		Assistant Secretary

[Seal]



Dated:		TRUSTEE153S CERTIFICATE OF AUTHENTICATION:

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

		DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee



	By:
		Authorized Signatory

[REVERSE OF NOTE]

KEYCORP
MEDIUM-TERM NOTE, SERIES K

Specified Currency other than U.S. dollars will not constitute an Event of
Default or Default under the Indenture.

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

Section 3. Interest Rate Calculations. Unless otherwise set forth on
the face hereof, the following provisions of this Section 3 shall apply to the
calculation of interest on this Security. If the first Interest Reset Date is
later than the Original Issue Date, this Security will bear interest from its
Original Issue Date to the first Interest Reset Date (as defined below) at the
Initial Interest Rate set forth on the face hereof. Thereafter, the interest
rate hereon for each Interest Reset Period (as defined below) will be determined
by reference to the Base Rate set forth on the face hereof, as adjusted by the
Spread, the Spread Multiplier or other formula, if any, set forth on the face
hereof.

As set forth on the face hereof, this Security may also have either or both
of the following: (i) a maximum limitation, or ceiling, on the rate at which
interest may accrue during any Interest Reset Period (“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 which are six months apart as set forth on
the face hereof; and (vi) annually, the third Wednesday of one month of each
year 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 or EURIBOR, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
London Business Day or TARGET Business Day, respectively.

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 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, the CMS 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 Eleventh 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 Eleventh District Cost of Funds Index (the
“Eleventh District Cost of Funds Index“). If the Base Rate set forth on
the face hereof is LIBOR or EURIBOR, the Interest Determination Date pertaining
to an Interest Reset Date for this Security will be the second London Business
Day or TARGET Business Day, respectively, 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 face hereof unless if the Base Rate
is the Eleventh District Cost of Funds Rate; (ii) monthly and the Base Rate set
forth on the face hereof is the Eleventh 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
repurchase.

The interest payable hereon on each Interest Payment Date and on the Maturity
Date shall be the amount of interest accrued from and including the Original
Issue Date or the last Interest Payment Date to which interest has been paid or
duly provided for, as the case may be, to, but excluding, the next succeeding
Interest Payment Date or the Maturity Date, as the case may be. If the Stated
Maturity falls on a day which is not a Business Day, the payment of principal,
premium, if any, and interest with respect to the Stated Maturity will be paid
on the next succeeding Business Day with the same force and effect as if made on
the Stated Maturity, and no interest shall accrue on the amount so payable as a
result of such delayed payment. If an Interest Payment Date other than the
Stated Maturity falls on a day that is not a Business Day, such Interest Payment
Date will be postponed to the next day that is a Business Day and interest will
accrue for the period of such postponement (except if the Base Rate specified
above is LIBOR or EURIBOR, and such day falls in the next succeeding calendar
month, such Interest Payment Date will be advanced to the immediately preceding
London Business Day or TARGET Business Day, respectively), 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, EURIBOR, Federal Funds Rate, Prime Rate,
LIBOR, CMS Rate or Eleventh District Cost of Funds Rate (as described below), or
(2) by the actual number of days in the year, if the Base Rate set forth on the
face hereof is the Treasury Rate or CMT Rate. The interest rate applicable to
any day that is an Interest Reset Date is the interest rate as determined, in
accordance with the procedures hereinafter set forth, with respect to the
Interest Determination Date pertaining to such Interest Reset Date. The interest
rate applicable to any other day is the interest rate for the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate, as set
forth on the face hereof).

All percentages used in or resulting from any calculation with respect hereto
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and
7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)). All
currency amounts used in or resulting from such calculation will be rounded to
the nearest one-hundredth of a unit (with five one-thousandths of a unit being
rounded upward).

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, plus or
minus any Spread, and/or multiplied by any Spread Multiplier, 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 U.S. dollar certificates of deposit having the Index
Maturity set forth on the face hereof as published by the Board of Governors of
the Federal Reserve System in “Statistical Release H.15(519), Selected
Interest Rates,” or any successor publication of the Board of Governors of
the Federal Reserve System (“H.15(519)“) under the heading “CDs
(secondary market)” (or any other heading that is the then applicable
heading established to describe such Index Maturity).

The “Index Maturity” is the period to maturity of the instrument or
obligation with respect to which the related interest rate basis or formulae
will be calculated.

However, if the above rate is not published in H.15(519) by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the CD Rate will be the rate on such Interest Determination
Date for negotiable certificates of deposit having the Index Maturity set forth
on the face hereof as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption “CDs (secondary market).” “H.15 Daily Update” means
the daily update of H.15(519), available through the Internet site of the Board
of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication. If by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, such rate is not yet published
in H.15(519), H.15 Daily Update or another recognized electronic source, the
Calculation Agent will determine the CD Rate on such Interest Determination Date
and it will be the arithmetic mean of the secondary market offered rates as of
10:00 a.m., New York City time, on such Interest Determination Date, for
certificates of deposit 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 U.S. dollar certificates of deposit of major United States
money center banks 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).

Determination of CMS Rate. If the Base Rate set forth on the face
hereof is the CMS Rate, this Security will bear interest for each Interest Reset
Period at the interest rate calculated with reference to the CMS Rate, plus or
minus any Spread, and/or multiplied by any Spread Multiplier, 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 CMS Rate for each Interest
Reset Period will be the rate on the applicable Interest Determination Date for
the designated maturity

specified in the pricing supplement that appears on Reuters Screen ISDAFIX1
as of 11:00 a.m., New York city time.

The following procedures will be followed if the CMS Rate cannot be
determined as described above:

(i) If the above rate is not displayed by 11:00 a.m. New York City time, the
rate for such date shall be determined as if the parties had specified
“USD-CMS-Reference Banks” as the applicable rate.
“USD-CMS-Reference Banks” means, on any Interest Determination Date,
the rate determined on the basis of the mid-market semi-annual swap rate
quotations provided by the Reference Banks at approximately 11:00 a.m., New York
city time on such Interest Determination Date; and for this purpose, the
semi-annual swap rate means the mean of the bid and offered rates for the
semi-annual fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal
to the designated maturity commencing on that date and in a representative
amount with an acknowledged dealer of good credit in the swap market, where the
floating leg, calculated on an actual/360 day count basis, is equivalent to
USD-LIBOR-BBA with the designated maturity specified on the face hereof. The
rate for that date will be the arithmetic mean of the quotations, eliminating
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).

(ii) If no rate is available as described above, the CMS Rate for the new
Interest Reset Period will be the same as for the immediately preceding Interest
Reset Period. If there was no such Interest Reset Period, the CMS Rate will be
the Initial Interest Rate.

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

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, plus or
minus any Spread, and/or multiplied by any Spread Multiplier, 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:

(i) If “Reuters Page FRBCMT” is the specified CMT Reuters Page on
the face hereof, the CMT Rate on the Interest Determination Date shall be a
percentage equal to the yield for United States Treasury securities at “constant
maturity” having the Index Maturity specified on the face hereof as set forth in
H.15(519) under the caption “Treasury Constant Maturities,” as such
yield is displayed on Reuters (or any successor service) on page FRBCMT (or any
other page as may replace such page on such service) (“Reuters Page
FRBCMT“) for such Interest Determination Date. The Calculation Agent will
follow the following procedures if the Reuters Page FRBCMT CMT Rate cannot be
determined as described in the preceding sentence: (a) If such rate does not
appear on Reuters Page FRBCMT, the CMT Rate on such Interest Determination Date
shall be a percentage equal to the yield for United States Treasury securities
at “constant maturity” having the Index Maturity specified on the face hereof
and for such Interest Determination Date as set forth in H.15(519) under the
caption “Treasury Constant

Maturities.” (b) If such rate does not appear in H.15(519), the CMT
Rate on such Interest Determination Date shall be the rate for the period of the
Index Maturity specified on the face hereof as may then be published by either
the Federal Reserve Board or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate that would
otherwise have been published in H.15(519). (c) If the Federal Reserve Board or
the United States Department of the Treasury does not publish a yield on United
States Treasury securities at “constant maturity” having the Index Maturity
specified on the face hereof for such Interest Determination Date, the CMT Rate
on such Interest Determination Date shall be calculated by the Calculation Agent
and shall be a yield-to-maturity based on the arithmetic mean of the secondary
market bid prices at 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 (which may include the agents or their
affiliates) (each, a “Reference Dealer“) selected by the Calculation
Agent from five such Reference Dealers selected by the Calculation Agent and
eliminating 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 United States Treasury securities with an original maturity equal to
the Index Maturity specified on the face hereof, a remaining term to maturity no
more than one year shorter than such Index Maturity and in a principal amount
that is representative for a single transaction in such securities in such
market at such time. (d) If fewer than three prices are provided as requested,
the CMT Rate on such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean
of the secondary market bid prices as of approximately 3:30 p.m., New York City
time, on such Interest Determination Date of three Reference Dealers selected by
the Calculation Agent from five such Reference Dealers selected by the
Calculation Agent and eliminating 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 United States Treasury securities with an
original maturity greater than the Index Maturity specified on the face hereof,
a remaining term to maturity closest to such Index Maturity and in a principal
amount that is representative for a single transaction in such securities in
such market at such time. If two such United States Treasury securities with an
original maturity greater than the Index Maturity specified on the face hereof
have remaining terms to maturity equally close to such Index Maturity, the
quotes for the Treasury security with the shorter original term to maturity will
be used. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such Interest Determination Date shall be calculated
by the Calculation Agent and shall be based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of such quotations shall
be eliminated; provided, however, that if fewer than three such prices are
provided as requested, the CMT Rate determined as of such Interest Determination
Date shall be the CMT Rate in effect on such Interest Determination Date.

(ii) If “Reuters Page FEDCMT” is the specified CMT Reuters Page on
the face hereof, the CMT Rate on the Interest Determination Date shall be a
percentage equal to the one-week or one-month, as specified on the face hereof,
average yield for United States Treasury securities at “constant maturity”
having the Index Maturity specified on the face hereof as set forth in H.15(519)
opposite the caption “Treasury Constant Maturities,” as such yield is
displayed on Reuters on page FEDCMT (or any other page as may replace such page
on such service) (“Reuters Page FEDCMT“) for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in
which such Interest Determination Date falls.

The Calculation Agent will follow the following procedures if the Reuters
Page FEDCMT CMT Rate cannot be determined as described in the preceding
sentence: (a) If such rate does not appear on Reuters Page FEDCMT, the CMT Rate
on such Interest Determination Date shall be a percentage equal to the one-week
or one-month, as specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified
on the face hereof for the week or month, as applicable, preceding such Interest
Determination Date as set forth in H.15(519) opposite the caption “Treasury
Constant Maturities.” (b) If such rate does not appear in H.15(519), the
CMT Rate on such Interest Determination Date shall be the one-week or one-month,
as specified on the face hereof, average yield for United States Treasury
securities at “constant maturity” having the Index Maturity specified on the
face hereof as otherwise announced by the Federal Reserve Bank of New York for
the week or month, as applicable, ended immediately preceding the week or month,
as applicable, in which such Interest Determination Date falls. (c) If the
Federal Reserve Bank of New York does not publish a one-week or one-month, as
specified on the face hereof, average yield on United States Treasury securities
at “constant maturity” having the Index Maturity specified on the face hereof
for the applicable week or month, the CMT Rate on such Interest Determination
Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 p.m., New York City time, on such Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five such Reference Dealers selected by the Calculation Agent and
eliminating 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 United States Treasury securities with an original maturity equal to
the Index Maturity specified on the face hereof, a remaining term to maturity of
no more than one year shorter than such Index Maturity and in a principal amount
that is representative for a single transaction in such securities in such
market at such time. (d) If fewer than five but more than two such prices are
provided as requested, the CMT Rate on such Interest Determination Date shall be
the rate on the Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of such quotation shall be eliminated. (e) If fewer than three
prices are provided as requested, the CMT Rate on such Interest Determination
Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 p.m., New York City time, on such Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five such Reference Dealers selected by the Calculation Agent and
eliminating 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 United States Treasury securities with an original maturity longer
than the Index Maturity specified on the face hereof, a remaining term to
maturity closest to such Index Maturity and in a principal amount that is
representative for a single transaction in such securities in such market at
such time. If two United States Treasury securities with an original maturity
greater than the Index Maturity specified on the face hereof have remaining
terms to maturity equally close to such Index Maturity, the quotes for the
Treasury security with the shorter original term to maturity will be used. If
fewer than five but more than two such prices are provided as requested, the CMT
Rate on such CMT Rate interest determination date shall be the rate on the
Interest Determination Date calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained and neither the highest nor lowest of
such quotations shall be eliminated; provided, however, that if fewer than

three such prices are provided as requested, the CMT Rate determined as of
such Interest Determination Date shall be the CMT Rate in effect on such
Interest Determination Date.

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, plus or minus any Spread, and/or multiplied by any
Spread Multiplier, 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 p.m., New York City
time, on the Calculation Date, the Commercial Paper Rate shall be the Money
Market Yield of the rate on such Interest Determination Date for commercial
paper having the Index Maturity set forth on the face hereof as published in
H.15 Daily Update or such other recognized electronic source used for the
purpose of displaying such rate, under the caption “Commercial Paper –
Nonfinancial.” If by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source, the
Commercial Paper Rate on such Interest Determination Date shall be calculated by
the Calculation Agent and shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on such Interest
Determination Date of three leading dealers in commercial paper in New York City
selected by the Calculation Agent for commercial paper having the Index Maturity
set forth on the face hereof placed for an industrial issuer whose bond rating
is “AA,” or the equivalent, from a nationally recognized securities rating
organization. However, if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting offered rates as mentioned in the previous
sentence, the Commercial Paper Rate in effect for the applicable period will be
the same as the Commercial Paper Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable on the Commercial Paper Rate Notes for which such Commercial
Paper Rate is being determined shall be the Initial Interest Rate).

“Money Market Yield” shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:



MONEY MARKET YIELD =	D x 360	x 100

	360 : (D x M)

where “D” refers to the applicable annual 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 the interest is being
calculated.

Determination of Eleventh District Cost of Funds Rate. If the Base
Rate set forth on the face hereof is the Eleventh District Cost of Funds Rate,
this Security will bear interest for each Interest Reset Period at the Interest
Rate calculated with reference to the Eleventh District Cost of Funds Rate, plus
or minus any Spread, and/or multiplied by any Spread Multiplier, 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, “Eleventh
District Cost of Funds Rate” means, with respect to any Interest
Determination Date, the rate on the applicable Interest Determination Date equal
to the monthly weighted average cost of funds for the calendar month preceding
the Interest Determination Date as displayed under the caption “11TH DIST
COFI” on Reuters Page COFI/ARMS. “Reuters Page COFI/ARMS” means
the display page designated as page COFI/ARMS on Reuters, or any successor
service or page, for the purpose of displaying the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District, as of 11:00 a.m., San Francisco time, on such Interest Determination
Date.

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

(i) If the above rate is not displayed on the applicable Interest
Determination Date, the Eleventh District Cost of Funds Rate will be the
Eleventh District Cost of Funds Rate Index on the applicable Interest
Determination Date.

(ii) If the Federal Home Loan Bank (“FHLB“) of San Francisco fails
to announce the rate for the calendar month next preceding the applicable
Interest Determination Date, then the Eleventh District Cost of Funds Rate for
the new Interest Reset Period will be the same as for the immediately preceding
Interest Reset Period. If there was no such Interest Reset Period, the Eleventh
District Cost of Funds Rate Index will be the Initial Interest Rate.

(iii) The “Eleventh District Cost of Funds Rate Index” will be the
monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that the FHLB of San Francisco most
recently announced as the cost of funds for the calendar month preceding the
applicable Interest Determination Date.

Determination of EURIBOR. If the Base Rate set forth on the face
hereof is EURIBOR, this Security will bear interest for each Interest Reset
Period at the interest rate calculated with reference to EURIBOR, plus or minus
any Spread, and/or multiplied by any Spread Multiplier, 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 EURIBOR, unless otherwise set
forth on the face hereof, the Calculation Agent will determine EURIBOR on each
EURIBOR determination date, which is the second TARGET Business Day prior to the
Interest Reset Date for each Interest Reset Period.

Unless otherwise specified on the face hereof, EURIBOR means, with respect to
any Interest Determination Date, a base rate equal to the interest rate for
deposits in euro designated as “EURIBOR” and sponsored jointly by the
European Banking Federation and ACI : the Financial Market Association, or any
company established by the joint sponsors for purposes of compiling and
publishing that rate. EURIBOR will be determined in the following manner:

(i) EURIBOR will be the offered rate for deposits in euro having the Index
Maturity specified on the face hereof, beginning on the second TARGET Business
Day after such Interest

Determination Date, as that rate appears on Reuters Page EURIBOR 01 as of
11:00 a.m., Brussels time, on such Interest Determination Date.

(ii) If the rate described above does not appear on Reuters Page EURIBOR 01,
EURIBOR will be determined on the basis of the rates, at approximately 11:00
a.m., Brussels time, on such Interest Determination Date, at which deposits of
the following kind are offered to prime banks in the euro-zone interbank market
by the principal euro-zone office of each of four major banks in that market
selected by the Calculation Agent: euro deposits having such EURIBOR Index
Maturity, beginning on such EURIBOR Interest Reset Date, and in a representative
amount. The Calculation Agent will request that the principal euro-zone office
of each of these banks provide a quotation of its rate. If at least two
quotations are provided, EURIBOR for such Interest Determination Date will be
the arithmetic mean of the quotations.

(iii) If fewer than two quotations are provided as described above, EURIBOR
for such Interest Determination Date will be the arithmetic mean of the rates
for loans of the following kind to leading euro-zone banks quoted, at
approximately 11:00 a.m., Brussels time on that Interest Determination Date, by
three major banks in the euro-zone selected by the Calculation Agent: loans of
euro having such EURIBOR Index Maturity, beginning on such EURIBOR Interest
Reset Date, and in an amount that is representative of a single transaction in
euro in that market at the time.

If fewer than three banks selected by the Calculation Agent are quoting as
described above, EURIBOR for the new interest period will be EURIBOR in effect
for the prior interest period. If the initial base rate has been in effect for
the prior interest period, however, it will remain in effect for the new
interest period.

“Euro-zone” means the region comprised of member states of the
European Union that adopt the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union.

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, plus or minus any Spread, and/or multiplied by any Spread
Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest

Unless otherwise specified on the face hereof, “Federal Funds Rate”
means the rate determined by the Calculation Agent, with respect to any Interest
Determination Date, in accordance with the following provisions:

(i) If “Federal Funds (Effective) Rate” is the specified Federal
Funds Rate on the face hereof, the Federal Funds Rate as of the applicable
Interest Determination Date shall be the rate with respect to such date for
United States dollar Federal Funds as published in H.15(519) opposite the
caption “Federal Funds (Effective),” as such rate is displayed on
Reuters on page FEDFUNDS1 (or any other page as may replace such page on such
service) (“Reuters Page FEDFUNDS1“) under the heading
“EFFECT,” or, if such rate is not so published by 3:00 p.m., New York
City time, on the Calculation Date, the rate with respect to such Interest

Determination Date for United States dollar Federal Funds 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 such rate does not appear on Reuters Page FEDFUNDS1 or is
not yet 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 Federal Funds Rate with respect to such Interest Determination
Date shall be calculated by the Calculation Agent and will be the arithmetic
mean of the rates for the last transaction in overnight United States dollar
Federal Funds arranged by three leading brokers of U.S. dollar Federal Funds
transactions in New York City (which may include the Agents or their affiliates)
selected by the Calculation Agent, prior to 9:00 a.m., New York City time, on
the Business Day following such Interest Determination Date; provided,
however, that if the brokers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Federal Funds Rate determined as of
such Federal Funds Rate Interest Determination Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Interest Determination Date without
giving effect to any resetting of the Federal Funds Rate on such Federal Funds
Rate Interest Determination Date.

(ii) If “Federal Funds Open Rate” is the specified Federal Funds
Rate on the face hereof, the Federal Funds Rate as of the applicable Interest
Determination Date shall be the rate on such date under the heading
“Federal Funds” for the relevant Index Maturity and opposite the
caption “Open” as such rate is displayed on Reuters on page 5 (or any
other page as may replace such page on such service) (“Reuters Page
5“), or, if such rate does not appear on Reuters Page 5 by 3:00 p.m., New
York City time, on the Calculation Date, the Federal Funds Rate for the Interest
Determination Date will be the rate for that day displayed on FFPREBON Index
page on Bloomberg L.P. (“Bloomberg“), which is the Fed Funds Opening
Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If such rate
does not appear on Reuters Page 5 or is not displayed on FFPREBON Index page on
Bloomberg or another recognized electronic source by 3:00 p.m., New York City
time, on the related Calculation Date, then the Federal Funds Rate on such
Interest Determination Date shall be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal Funds arranged by three leading brokers of United
States dollar Federal Funds transactions in New York City (which may include the
Agents or their affiliates) selected by the Calculation Agent prior to 9:00
a.m., New York City time, on such Interest Determination Date; provided,
however, that if the brokers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Federal Funds Rate determined as of
such Federal Funds Rate Interest Determination Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Interest Determination Date without
giving effect to any resetting of the Federal Funds Rate on such Federal Funds
Rate Interest Determination Date.

(iii) If “Federal Funds Target Rate” is the specified Federal Funds
Rate on the face hereof, the Federal Funds Rate as of the applicable Interest
Determination Date shall be the rate on such date as displayed on the FDTR Index
page on Bloomberg. If such rate does not appear on the FDTR Index page on
Bloomberg by 3:00 p.m., New York City time, on the Calculation Date, the Federal
Funds Rate for such Interest Determination Date will be the rate for that day
appearing on Reuters Page USFFTARGET= (or any other page as may replace such
page on such service) (“Reuters Page USFFTARGET=“). If such rate does
not appear on the FDTR Index page on Bloomberg or is not displayed on Reuters
Page USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation
Date, then the Federal Funds Rate on such

Interest Determination Date shall be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal Funds arranged by three leading brokers of United
States dollar Federal Funds transactions in New York City (which may include the
Agents or their affiliates) selected by the Calculation Agent prior to 9:00
a.m., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate determined as of such Federal Funds Rate Interest Determination Date
will be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date without giving effect to any resetting of the Federal Funds
Rate 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, plus or minus any Spread,
and/or multiplied by any Spread Multiplier, 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:

LIBOR will mean the rate for deposits in the designated LIBOR Currency (as
defined below) of the Index Maturity set forth on the face hereof, as such rate
is displayed on Reuters on page LIBOR01 (or any other page as may replace such
page on such service for the purposes of displaying the London inter-bank rates
of major banks for the designated LIBOR Currency) as of 11:00 a.m., London time,
on such Interest Determination Date (“Reuters Page LIBOR01“).

On any Interest Determination Date on which no rate is displayed on Reuters
Page LIBOR01, 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
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 applicable 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 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,
plus or minus any Spread, and/or multiplied by any Spread Multiplier, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
“Prime Rate” means, with respect to any Interest Determination Date
pertaining thereto, the prime rate or base lending rate on such date as
published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date
for that Interest Determination Date, under the caption “Bank Prime
Loan” (or any other heading that is the then applicable heading established
to describe such Index Maturity). If such rate is not yet published by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Prime Rate will be the 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 arithmetic mean of the rates of interest publicly announced by each bank
named on the Reuters 3000 Xtra Service (or any successor service) screen
designated as “USPRIME1” (such term to include such other page as may
replace the USPRIME1 page on that service for the purpose of displaying Prime
Rates or base lending rates of major U.S. banks) as that bank153s Prime Rate or
base lending rate as of 11:00 a.m., New York City time, on such Interest
Determination Date. If at least one rate but fewer than four such rates appear
on the USPRIME1 for such Interest Determination Date, the Prime Rate shall be
the arithmetic mean 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, plus or minus any Spread, and/or multiplied by any Spread Multiplier, 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 from 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
“INVEST RATE” on the display on Reuters on page USAUCTION10 (or any
other page as may replace such page on such service) or page USAUCTION11 (or any
other page as may replace such page on such service) by 3:00 p.m., New York City
time, on the Calculation Date for such Interest Determination Date. However, if
not yet published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Treasury Rate will be the
Bond Equivalent Yield (as defined below) of the auction rate of such Treasury
bills as

published in H.15 Daily Update, or such recognized electronic source used for
the purpose of displaying such rate, under the caption “U.S. Government
Securities/ Treasury Bills/Auction High.” If the rate is not so published
by 3:00 p.m., New York City time, on the Calculation Date and cannot be
determined as described in the immediately preceding sentence, the Treasury Rate
will be the Bond Equivalent Yield of the auction rate of such Treasury bills as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the most recent auction of Treasury bills having the
Index Maturity set forth on the face hereof are not published or announced as
described above by 3:00 p.m., New York City time, on such Calculation Date, or
if no auction is held on the Interest Determination Date, then the Treasury Rate
will be the Bond Equivalent Yield on such Interest Determination Date of
Treasury bills having the Index Maturity specified on the face hereof as
published in 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 arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers in New York City selected by the Calculation Agent
for the issue of Treasury bills with a remaining maturity closest to the Index
Maturity set forth on the face hereof. However, if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in the prior
sentence, the Treasury Rate for the applicable period will remain the Treasury
Rate then in effect on that Interest Determination Date (or, if there was no
such Interest Determination Date, the rate of interest payable on the Treasury
Rate Notes for which the Treasury Rate is being determined shall be the Initial
Interest Rate).

“Bond Equivalent Yield” means a yield (expressed as a percentage)
calculated in accordance with the following formula:

Bond Equivalent Yield

D x N

360 : (D x M)

100

where “D” refers to the applicable per annum rate for Treasury bills quoted
on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366,
as the case may be, and “M” refers to the actual number of days in the
applicable Interest Reset Period.

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.

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. Modifications 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 9. Ranking; Obligations of the Company Absolute. The
Securities are unsecured and rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company.

Section 10. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.

Section 11. Authorized Denominations. Unless otherwise provided on the
face hereof, this Security is issuable only in registered form without coupons
issued in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000. If this Security is denominated in a Specified
Currency other than U.S. dollars or is an Original Issue Discount Security, this
Security shall be issuable in the denominations set forth on the face hereof.

Section 12. Registration of Transfer. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Security is registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment for the series of
Securities of which this Security is a part, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

Section 13. Events of Default. If an Event of Default with respect to
the Securities of the series of which this Security forms a part shall have
occurred and be continuing, the principal of this Security may be declared due
and payable in the manner and with the effect provided in the Indenture.

Section 14. Defined Terms. All terms used in this Security which are
defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.

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.

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

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:

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

OPTION TO ELECT REPAYMENT

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



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.

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

Exhibit 4.3(c)

THIS MASTER GLOBAL NOTE 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.

If the registered owner of this Master Global Note (as indicated below) is
The Depository Trust Company (the “Depository“) or a nominee of the
Depository, this Master Global Note is a Global Security and the following
legend applies:

KEYCORP, an Ohio corporation (herein referred to as the “Issuer,”
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns: (i) on each principal payment date, including each
amortization date, redemption date, repayment date, maturity date, and extended
maturity date, as applicable, of each obligation identified on the records of
the Issuer (which records are maintained by Deutsche Bank Trust Company Americas
(the “Paying Agent“)) as being evidenced by this Master Global Note,
the principal amount then due and payable for each such obligation, and (ii) on
each interest payment date, if any, the interest then due and payable on the
principal amount for each such obligation. Payment shall be made by wire
transfer of United States dollars to the registered owner, or immediately
available funds or the equivalent to a party as authorized by the registered
owner and in the currency other than United States dollars as provided for in
each such obligation, by the Paying Agent without the necessity of presentation
and surrender of this Master Global Note.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE
SET FORTH ON THE REVERSE HEREOF.

This Master Global Note is a valid and binding obligation of the Issuer.

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


	KEYCORP
	By:
		Name:
		Title:


Attest:
		Assistant Secretary
[Seal]



Dated:	TRUSTEE153S CERTIFICATE OF AUTHENTICATION:

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

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee



	By:
		Authorized Signatory

[REVERSE OF NOTE]

KEYCORP
MEDIUM-TERM NOTE, SERIES K
(MASTER GLOBAL NOTE)

This Master Global Note evidences certain indebtedness (the “Debt
Obligations“) of the Issuer, which shall form a part of the Issuer153s
unsecured, unsubordinated medium-term notes, Series K due nine months or more
from the date of issue (“Series K“), all issued or to be issued under
and pursuant to an Indenture dated as of June 10, 1994, as it may be
supplemented from time to time (the “Indenture“), duly executed and
delivered by the Issuer to Deutsche Bank Trust Company Americas, as trustee (the
“Trustee“), to which Indenture and all indentures supplemental thereto
(including the Issuer153s Officers153 Certificate and Company Order, dated June 13,
2011, with respect to, among other things, the establishment of Senior
Medium-Term Notes, Series K) reference is hereby made for a description of the
rights, duties and immunities thereunder of the Issuer, the Trustee and the
holders of the Debt Obligations. As provided in the Indenture, the Debt
Obligations may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption and repayment
provisions, if any, may be subject to different sinking, purchase, or analogous
funds, if any, may be subject to different covenants and events of default, and
may otherwise vary as in the Indenture provided or permitted. The Indenture was
amended pursuant to a First Supplemental Indenture dated as of November 14,
2001, copies of which are available from the Issuer or the Trustee. The Debt
Obligations as evidenced by this Master Global Note aggregated with any other
indebtedness of the Issuer issued under Series K are unlimited.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS
SET FORTH IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE, WHICH RECORDS
CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED JUNE 13,
2011, AND PROSPECTUS DATED JUNE 13, 2011 (EACH, AS IT MAY BE AMENDED OR
SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH ISSUANCE OF DEBT
OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH HEREIN AND SHALL COMPRISE A PART OF THIS MASTER GLOBAL NOTE.

Capitalized terms used herein that are not defined herein shall have the
meanings assigned to them in the Indenture.

No reference herein to the Indenture and no provision of this Master Global
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest, if any, on each Debt Obligation at the times, places, and rates,
and in the coin or currency, identified on the records of the Issuer.

At the request of the registered owner, the Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each Debt Obligation
evidenced by this Master Global Note. As of the date any such note certificate
or certificates are issued, the Debt Obligations which are evidenced thereby
shall no longer be evidenced by this Master Global Note.

Beneficial interests in the Debt Obligations evidenced by this Master Global
Note are exchangeable for definitive notes in registered form, of like tenor and
of an equal aggregate principal amount, only if (a) (i) The Depository Trust
Company, as depositary (the “Depository“), notifies the Issuer that it
is unwilling or unable to continue as Depository for this Master Global Note, or
(ii) if at any time the Depository ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and in either case, a
successor depositary is not appointed by the Issuer within 90 days after
receiving notice or becoming aware the Depository is unwilling or unable to
continue as depositary or is no longer so registered; (b) in the case of any
other registered global note if (i) the clearing system(s) through which the
notes are cleared and settled is closed for business for a continuous period of
14 days, other than by reason of holidays, statutory or otherwise; or (ii) the
clearing system(s) through which the notes are cleared and settled announces an
intention to cease business permanently or does in fact do so; (c) the Issuer in
its sole discretion elects to issue definitive notes; or (d) after the
occurrence of an Event of Default relating to a Debt Obligation evidenced by
this Master Global Note, beneficial owners representing a majority in principal
amount of such Debt Obligation advise the Depository or other clearing system(s)
through its participants to cease acting as depositary for such Debt Obligation
evidenced by this Master Global Note. Any beneficial interests in such Debt
Obligation that are exchangeable pursuant to the preceding sentence shall be
exchangeable in whole for definitive notes in registered form, of like tenor and
of an equal aggregate principal amount, in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof. Such definitive notes shall be
registered in the name or names of such person or persons as the Depository
shall instruct the registrar.

Prior to due presentment of this Master Global Note for registration of
transfer, the Issuer, the Trustee or any agent of the Issuer or the Trustee may
treat the holder in whose name this Master Global Note is registered as the
owner hereof for all purposes, whether or not this Master Global Note be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary except as required by applicable law.

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 Master Global Note of KEYCORP and all rights thereunder and does hereby
irrevocably constitute and appoint:

Attorney to transfer the said Master Global Note on the books of the
within-named Issuer, 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 Master Global Note in every particular, without alteration or enlargement or any change whatsoever.


	SIGNATURE GUARANTEED:

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

Exhibit 4.3(d)

CUSIP NO.

REGISTERED PRINCIPAL AMOUNT $

No. FX :

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

Due from 9 Months or More from Date of Issue

ISSUE PRICE:

ORIGINAL ISSUE PRICE:

STATED MATURITY:

MINIMUM DENOMINATIONS:
o $1,000
o Other:

SPECIFIED CURRENCY:
United States Dollars:
o YES o NO

FOREIGN CURRENCY:

EXCHANGE RATE AGENT:

PAYING AGENT:

PLACE OF PAYMENT:

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

INTEREST RATE:

COMPUTATION PERIOD:

INTEREST PAYMENT DATES IF OTHER THAN
JUNE 15 AND DECEMBER 15:

REGULAR RECORD DATES IF OTHER THAN
JUNE 1 AND DECEMBER 1:

OPTIONAL REDEMPTION: o YES o NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE
REDUCTION:

OPTION TO ELECT REPAYMENT: o YES o NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

ADDITIONAL AMOUNTS:

DEFEASANCE: o YES o NO

COVENANT DEFEASANCE: o YES o NO

OPTIONAL INTEREST RATE RESET:
o YES o NO

OPTIONAL INTEREST RATE RESET DATES:

OPTIONAL EXTENSION OF MATURITY:
o YES o 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:

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 COMPANY153S
SENIOR INDEBTEDNESS.

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


	KEYCORP
	By:
		Name:
		Title:


Attest:
		Assistant Secretary
[Seal]



Dated:	TRUSTEE153S CERTIFICATE OF AUTHENTICATION:

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

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee



	By:
		Authorized Signatory

[REVERSE OF NOTE]

KEYCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES L

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

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 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.

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 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.

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.

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

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:

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

OPTION TO ELECT REPAYMENT

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



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.

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center>

Exhibit 4.3(e)

CUSIP NO.

REGISTERED PRINCIPAL AMOUNT $

No. FL :

KEYCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES L
(FLOATING RATE)

Due from 9 Months or More from Date of Issue

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY:

BASE RATE:
If LIBOR: o Reuters Page LIBOR01
o 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: o YES o NO

REPAYMENT DATE(S):

REPAYMENT PRICE:

OPTIONAL REDEMPTION: o YES o NO

INITIAL REDEMPTION DATE:

ADDITIONAL REDEMPTION DATES:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE
REDUCTION:

MINIMUM DENOMINATIONS:
o $1,000
o Other:

SPECIFIED CURRENCY:
United States Dollars:
o YES o NO

FOREIGN CURRENCY:

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

EXCHANGE RATE AGENT:

ADDITIONAL AMOUNTS:

DEFEASANCE: o YES o NO

COVENANT DEFEASANCE: o YES o NO

OPTIONAL INTEREST RATE RESET:
o YES o NO

OPTIONAL INTEREST RATE RESET DATES:

TOTAL AMOUNT OF OID:

INITIAL ACCRUAL PERIOD OID:

ORIGINAL YIELD TO MATURITY:

OTHER/DIFFERENT PROVISIONS:

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 or EURIBOR,
and such day falls in the next succeeding calendar month, such payment will be
made on the next preceding London Business Day or TARGET Business Day,
respectively) as described on the reverse hereof.

For purposes of this Security, unless otherwise specified on the face hereof,
“Business Day” means any day, other than a Saturday or Sunday, that is
not a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in New York City;
provided, however, that with respect to foreign currency Notes,
such day is also not a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or if the
Specified Currency is the euro or if the Base Rate specified is EURIBOR, 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.

“London Business Day” means a day on which commercial banks are open
for business (including dealings in the designated LIBOR Currency) in London.

“TARGET Business Day” means a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer System is open for
business.

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 Company153s 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.

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.

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


	KEYCORP
	By:
		Name:
		Title:


Attest:
		Assistant Secretary
[Seal]



Dated:	TRUSTEE153S CERTIFICATE OF AUTHENTICATION:

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

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee



	By:
		Authorized Signatory

[REVERSE OF NOTE]

KEYCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES L

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.