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                                                                       EXHIBIT 1


        NUMBER                                             SHARES
        C 58814

      COMMON SHARES                                     COMMON SHARES

INCORPORATED UNDER THE LAWS                            CUSIP 493267 10 8
   OF THE STATE OF OHIO                                 
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

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THIS CERTIFICATE IS TRANSFERABLE
EITHER IN CHICAGO, IL OR IN NEW YORK, NY
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                                [KEYCORP LOGO]

THIS CERTIFIES THAT






IS THE OWNER OF

 FULLY PAID AND NON ASSESSABLE COMMON SHARES, WITH A PAR VALUE OF $1 EACH, OF

KeyCorp transferable on the books of the Corporation by the holder hereof, in
person or by attorney, upon surrender of this certificate duly endorsed.

        This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.

        Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


Dated


            SECRETARY                         CHAIRMAN OF THE BOARD

                                [KEYCORP SEAL]


   2
                                  DEFINITIONS

         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 the right of          Act___________________
           survivorship and not as tenants                   (Single)
           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 OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE
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    (Please print or typewrite name and address including postal zip code of
                                   assignee)


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                                                                   of the Shares
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represented by the within Certificate and does hereby irrevocably constitute 
and appoint

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Attorney to transfer the said shares on the books of the within named
Corporation, with full power of substitution in the premises.

Dated                      19
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                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of the certificate in every
                                     particular without alteration or
                                     enlargement, or any change whatever.

This certificate also evidences and entitles the holder to certain Rights as set
forth in a Restated Rights Agreement between KeyCorp and KeyBank National
Association, Rights Agent, dated as of May 15, 1997, as amended from time to
time (the "Rights Agreement"), the terms of which are hereby incorporated in
this certificate by reference and a copy of which is on file at the principal
executive offices of KeyCorp. Under certain circumstances, as set forth in the
Rights Agreement, the Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. KeyCorp will mail to the holder of
this certificate a copy of the Rights Agreement (as in effect on the date of
mailing) without charge promptly after receipt of a written request therefor.
Under certain circumstances, Rights that are or were beneficially owned by an
Acquiring Person or an Affiliate or Associate of an Acquiring Person (as these
terms are defined in the Rights Agreement) and any subsequent holder may become
null and void.