1

                           Form of Depositary Receipt

                                    [FRONT]

                    DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
              EACH REPRESENTING A ONE-FIFTH INTEREST IN ONE SHARE
                   OF 10% CUMULATIVE PREFERRED STOCK, CLASS A
                     (of the Par Value of $5.00 per share)
                                       OF

                                    KeyCorp

                INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

                                                         SEE REVERSE FOR CERTAIN
                                                         DEFINITIONS

Society National Bank, a national banking association with its principal office
at the time of its succession as Depositary (the "Depositary"), pursuant to the
terms of the Deposit Agreement (as defined below), at 127 Public Square,
Cleveland, Ohio 44114, hereby certifies that


is the registered owner of

Depositary Shares, each Depositary Share representing a one-fifth interest in
one share of 10% Cumulative Preferred Stock, Class A, of the par value of $5.00
per share, of KeyCorp, an Ohio corporation (the "Corporation"), on deposit with
the Depositary subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of June 27, 1991 (the "Deposit Agreement"), between the
Corporation and the Depositary , as successor to the Chase Manhattan Bank, N.A.
         This Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been
executed by the Depositary by the manual signature of a duly authorized
representative thereof.


                                                                  
Dated:                                     [KeyCorp Seal]               SOCIETY NATIONAL BANK,
                                                                                     Depositary and Registrar


                                                                                     Authorized Signature


                                     [BACK]

                                     KEYCORP
         A COPY OF THE DEPOSIT AGREEMENT AND A FULL STATEMENT OF THE
DESIGNATION, RELATIVE RIGHTS, INTERESTS, PREFERENCES AND RESTRICTIONS OF THE
SHARES REPRESENTED BY THIS RECEIPT AND OF EACH CLASS OF SHARES OR SERIES
THEREOF THAT THE CORPORATION IS AUTHORIZED TO ISSUE WILL BE FURNISHED BY THE
CORPORATION, WITHOUT CHARGE, TO EACH HOLDER OF A RECEIPT UPON WRITTEN REQUEST
TO THE SECRETARY OF THE CORPORATION.


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


                                                         
TEN COM - as tenants in common                              UNIF GIFT MIN ACT - _____ Custodian ______
                                                                                 (Cust)          (Minor)
TEN ENT - as tenants by the entireties                                         under Uniform Gifts to Minors

JT TEN - as joint tenants with rights of                                       Act_____________
         survivorship and not as tenants                                             (State)
         in common


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

                            EXPRESS TERMS OF SHARES

         The Corporation will mail to the record holder of this certificate
without charge within five days after receipt of written request therefor,
addressed to the Secretary of the Corporation at its principal executive
offices located at 127 Public Square, Cleveland, Ohio 44114, a copy of the
express terms of the shares represented by this certificate and of other
classes and series of shares which the Corporation is authorized to issue.

   For value received, _____________ hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________of the Depositary Shares 
represented by the certificate and does hereby irrevocably constitute 
and appoint ______________________________________ Attorney to transfer 
the said shares on the books of the within named Corporation, with
full power of substitution in the premises.

Dated__________________________ 19___

                        _________________________________________________

                        _________________________________________________
                        NOTICE: The signature on this assignment must 
                        correspond with the name as written upon the face 
                        of the Receipt in every particular without
                        alteration or enlargement, or any change whatever.