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                                              Filed Pursuant to Rule 424(b)(2)
                                              Registration No. 33-58405

         
PROSPECTUS SUPPLEMENT                                           [LOGO HERE]
(To Prospectus Dated April 21, 1995)
    
$750,000,000
 
SENIOR MEDIUM-TERM NOTES, SERIES C
SUBORDINATED MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
 
KeyCorp (also referred to herein as the "Corporation") may offer from time to
time its senior Medium-Term Notes, Series C (the "Senior Notes") and its
subordinated Medium-Term Notes, Series B (the "Subordinated Notes" and together
with the Senior Notes, the "Notes") with an aggregate principal amount of up to
U.S. $750,000,000, (or, if any Notes are to be Original Issue Discount Notes,
Foreign Currency Notes or Indexed Notes (as each term is defined under
"Description of Notes"), such principal amount as shall result in an initial
aggregate offering price equivalent to no more than $750,000,000), subject to
reduction as a result of the sale of other Securities of the Corporation. See
"Plan of Distribution." Each Note will mature on any day nine months or more
from its date of issue, as agreed upon by the Corporation and the purchaser, and
may be subject prior to maturity to redemption at the option of the Corporation
or repayment at the option of the registered holder. Each Note will bear
interest either at a fixed rate (a "Fixed Rate Note") established by the
Corporation at the date of issue of such Note, which may be zero in the case of
certain Original Issue Discount Notes, or at a floating rate (a "Floating Rate
Note"), as set forth therein and specified in the applicable Pricing Supplement
(as defined below). A Fixed Rate Note may pay a level amount in respect of both
interest and principal amortized over the life of the Note (an "Amortizing
Note"). The Notes may be issued as Senior Notes or Subordinated Notes, as set
forth in the applicable Pricing Supplement. Subordinated Notes will be
subordinated to all existing and future Senior Indebtedness and, in certain
events involving the insolvency of the Corporation, to Other Senior Obligations.
See "Description of Debt Securities -- Subordination of Subordinated Debt
Securities" in the accompanying Prospectus.
 
Unless otherwise specified in the applicable Pricing Supplement, interest on
each Fixed Rate Note will be payable each June 1 and December 1 and at maturity.
Interest on each Floating Rate Note is payable on the dates set forth herein and
in the applicable Pricing Supplement. Unless otherwise specified in the
applicable Pricing Supplement, Amortizing Notes will pay principal and interest
semiannually each June 1 and December 1, or quarterly each March 1, June 1,
September 1 and December 1, and at maturity. See "Description of Notes." Unless
otherwise specified in the applicable Pricing Supplement, the Notes may not be
redeemed by the Corporation or repaid at the option of the holder prior to
maturity. Notes denominated in U.S. dollars will be issued in denominations of
$100,000 or any amount in excess thereof which is an integral multiple of
$1,000. The authorized denominations of Foreign Currency Notes will be set forth
in the applicable Pricing Supplement. Any terms relating to Notes being
denominated in one or more foreign currencies, currency units, or composite
currencies ("Specified Currency") ("Foreign Currency Notes") will be set forth
in the applicable Pricing Supplement.
 
Each Note will be issued only in fully registered form and will be represented
either by a Global Security registered in the name of The Depository Trust
Company, as Depository or a nominee thereof (a "Book-Entry Note"), or by a
certificate issued in definitive form (a "Certificated Note"), as set forth in
the applicable Pricing Supplement. Beneficial interests in Global Securities
representing Book-Entry Notes will be shown on, and transfer thereof will be
effected through, the records maintained by the Depository (with respect to
participants' interests) and its participants. Book-Entry Notes will not be
issuable as Certificated Notes except as described under "Description of Debt
Securities -- Book-Entry Procedures" in the accompanying Prospectus.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY SUPPLEMENT HERETO OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
THE NOTES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE UNSECURED
DEBT OBLIGATIONS OF KEYCORP AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY.
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                                          PRICE TO          AGENTS' DISCOUNTS              PROCEEDS TO
                                          PUBLIC(1)        AND COMMISSIONS(2)           CORPORATION(2)(3)
                                                                          
Per Note.............................  100%               .125%-.750%              99.875%-99.250%
Total(4).............................  $750,000,000       $937,500-5,625,000       $749,062,500-$744,375,000

 
- --------------------------------------------------------------------------------
 
(1) Unless otherwise specified in the applicable Pricing Supplement, Notes will
    be sold at 100% of their principal amount. If the Corporation issues any
    Note at a discount from or at a premium over its principal amount, the Price
    to Public of such Note will be set forth in the applicable Pricing
    Supplement. Notes may be resold by the Agents, acting as principals, at
    market prices prevailing at the time of sale, at prices related to such
    prevailing prices, or at negotiated prices.
 
(2) Unless otherwise specified in the applicable Pricing Supplement, with
    respect to Notes with Maturity Dates from 9 months to 30 years from the date
    of issue, the Corporation will pay a commission to the Agents (as defined
    below in "Plan of Distribution") ranging from .125% to .750% of the
    principal amount of each Note. With respect to Notes with a Maturity Date
    that is longer than 30 years from the date of issue sold through any Agent,
    the rate of commission will be negotiated at the time of sale and will be
    specified in the applicable Pricing Supplement. The Corporation may also
    sell Notes to an Agent, as principal, at negotiated discounts, for resale to
    investors and other purchasers. The Corporation has agreed to indemnify each
    Agent against certain liabilities, including liabilities under the
    Securities Act of 1933, as amended.
 
(3) Before deducting expenses payable by the Corporation estimated to be
    $674,378.
 
(4) Or the equivalent thereof, if any of the Notes are denominated other than in
    U.S. dollars.
 
The Notes are being offered by the Corporation on a continuous basis through the
Agents, each of which has agreed to use its reasonable efforts to solicit offers
to purchase Notes. The Corporation may also sell Notes to an Agent acting as
principal for its own account or for resale to one or more investors and other
purchasers at varying prices related to prevailing market prices at the time of
resale or, if so agreed, at a fixed public offering price. No termination date
for the offering of the Notes has been established. The Corporation or an Agent
may reject any offer in whole or in part. The Corporation reserves the right to
withdraw, cancel or modify the offer made hereby without notice. The Corporation
reserves the right to sell Notes directly on its own behalf and accept (but not
solicit) offers to purchase Notes through additional agents on substantially the
same terms and conditions (including commission rates) as would apply to
purchases of Notes by or through the Agents. The Notes will not be listed on any
securities exchange, and there can be no assurance that the Notes offered hereby
will be sold or that there will be a secondary market for the Notes. See "Plan
of Distribution."
 
SALOMON BROTHERS INC
                   CS FIRST BOSTON
 
                                    GOLDMAN, SACHS & CO.
 
                                                J.P. MORGAN SECURITIES INC.
 
   
The date of this Prospectus Supplement is April 21, 1995
    
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     IN CONNECTION WITH THIS OFFERING MADE PURSUANT TO THIS PROSPECTUS
SUPPLEMENT AND THE APPLICABLE PRICING SUPPLEMENT, THE AGENTS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 

 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     The following table presents summary consolidated financial data derived
from the consolidated financial statements of the Corporation and notes thereto.
On March 1, 1994, KeyCorp ("old KeyCorp"), a New York corporation and financial
services holding company headquartered in Albany, New York, merged into and with
Society Corporation ("Society"), an Ohio corporation and a financial services
holding company headquartered in Cleveland, Ohio, pursuant to an Agreement and
Plan of Merger and a related Supplemental Agreement to Agreement and Plan of
Merger, each dated as of October 1, 1993, and each as amended. In the merger,
Society was the surviving corporation, but changed its name to KeyCorp. The
Merger was accounted for as a pooling of interests and, accordingly, the
financial data below is presented as if old KeyCorp and Society had been
combined for all periods presented. This summary is qualified in its entirety by
the detailed information and financial statements included in the documents
incorporated by reference under "Incorporation of Certain Documents by
Reference."
 


                                                                     YEAR ENDED DECEMBER 31,
                                                  -------------------------------------------------------------
                                                    1994         1993         1992         1991         1990
                                                  ---------    ---------    ---------    ---------    ---------
                                                         (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                                                       
FOR THE PERIOD
  Interest income...............................  $ 4,490.1    $ 4,213.9    $ 4,198.8    $ 4,652.4    $ 4,528.8
  Interest expense..............................    1,796.8      1,534.9      1,750.1      2,519.4      2,667.7
  Net interest income...........................    2,693.3      2,679.0      2,448.7      2,133.0      1,861.1
  Provision for loan losses.....................      125.2        211.7        338.4        466.2        517.2
  Noninterest income............................      882.6      1,001.7        925.2        849.3        744.2
  Noninterest expense...........................    2,167.2      2,385.1      2,170.4      2,065.7      1,819.5
  Income before income taxes....................    1,283.5      1,083.9        865.1        450.4        268.6
  Net income....................................      853.5        709.9        592.1        313.7        256.1
  Net income applicable to Common Shares........      837.5        691.8        568.1        297.5        249.0
PER COMMON SHARE
  Net income....................................  $    3.45    $    2.89    $    2.42    $    1.31    $    1.13
  Cash dividends................................       1.28         1.12          .98          .92          .88
  Weighted average Common Shares (000)..........  243,067.5    239,775.2    235,004.8    227,116.2    220,078.6
AT PERIOD-END
  Loans.........................................  $46,224.7    $40,071.3    $36,021.8    $35,534.3    $34,193.7
  Earning assets................................   60,046.5     54,352.7     49,380.8     48,207.9     44,668.2
  Total assets..................................   66,798.1     59,631.2     55,068.4     53,600.9     49,953.4
  Deposits......................................   48,564.2     46,499.1     43,433.1     42,835.0     40,935.3
  Long-term debt................................    3,569.8      1,763.9      1,790.1      1,224.5      1,145.2
  Common shareholders' equity...................    4,538.5      4,233.6      3,683.3      3,272.4      2,941.7
  Total shareholders' equity....................    4,698.5      4,393.6      3,927.3      3,516.4      3,025.7
PERFORMANCE RATIOS
  Return on average total assets................       1.36%        1.24%        1.13%         .60%         .54%
  Return on average common equity...............      18.87        17.27        16.33         9.29         8.39
  Efficiency(1).................................      59.39        60.50        60.96        65.27        66.92
  Overhead(2)...................................      46.14        46.85        47.21        52.63        54.58
  Net interest margin...........................       4.83         5.31         5.31         4.71         4.53
CAPITAL RATIOS AT PERIOD-END
  Tangible equity to tangible assets............       6.19%        6.51%        6.11%        5.45%        4.79%
  Tier I risk-adjusted capital..................       8.48         8.73         8.56         7.67         6.75
  Total risk-adjusted capital...................      11.62        12.22        11.73         9.80         9.17
  Leverage......................................       6.63         6.72         6.56         5.97         5.23

 
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                                                                     YEAR ENDED DECEMBER 31,
                                                  -------------------------------------------------------------
                                                    1994         1993         1992         1991         1990
                                                  ---------    ---------    ---------    ---------    ---------
                                                         (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                                                       
ASSET QUALITY DATA
  Nonperforming loans...........................  $   256.0    $   336.3    $   552.9    $   729.5    $   798.9
  Nonperforming assets..........................      339.8        500.1        900.2      1,071.9      1,013.2
  Allowance for loan losses.....................      830.3        802.7        782.6        793.5        677.3
  Nonperforming loans to period-end loans.......        .55%         .84%        1.53%        2.05%        2.34%
  Nonperforming assets to period-end loans plus
    OREO and other nonperforming assets.........        .73         1.24         2.47         2.99         2.94
  Allowance for loan losses to nonperforming
    loans.......................................     324.27       238.69       141.54       108.79        84.78
  Allowance for loan losses to period-end
    loans.......................................       1.80         2.00         2.17         2.23         1.98
  Net loan charge-offs to average loans.........        .26          .56         1.02         1.11         1.02
RATIO OF EARNINGS TO FIXED CHARGES(3)
  Excluding deposit interest....................       3.50x        4.15x        3.67x        2.07x        1.57x
  Including deposit interest....................       1.70x        1.69x        1.48x        1.18x        1.10x

 
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The comparability of the information presented above is affected by certain
acquisitions and divestitures completed by KeyCorp in the time periods
presented.
 
(1) Calculated as noninterest expense (excluding merger and integration charges
    and other significant nonrecurring charges) divided by taxable-equivalent
    net interest income plus noninterest income (excluding net securities
    transactions and certain gains on asset sales).
 
(2) Calculated as noninterest expense (excluding merger and integration charges
    and other significant nonrecurring charges) less noninterest income
    (excluding net securities transactions and certain gains on assets sales)
    divided by taxable-equivalent net interest income.
 
(3) Earnings represent consolidated income before income taxes plus fixed
    charges. Fixed charges include consolidated interest expense (excluding or
    including interest on deposits as the case may be) and the proportion deemed
    representative of the interest factor of rental expense, net of income from
    subleases.
 
                                       S-3
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                              DESCRIPTION OF NOTES
 
     The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth
under the heading "Description of Debt Securities" in the accompanying
Prospectus, to which reference is hereby made. The particular terms of the Notes
sold pursuant to any pricing supplement (a "Pricing Supplement") will be
described therein. The terms and conditions set forth in "Description of Notes"
will apply to each Note unless otherwise specified in the applicable Pricing
Supplement and in such Note. Capitalized terms not defined herein shall have the
same meanings assigned to such terms in the Prospectus or the Applicable
Indenture. Reference herein to "U.S. dollars" or "U.S. $" or "$" are to the
currency of the United States of America.
 
GENERAL
 
     The Notes offered hereby, if Senior Debt Securities, will be issued under
the Senior Indenture, as amended or supplemented. Notes issued under the Senior
Indenture will rank equally with all other unsecured and unsubordinated
indebtedness of the Corporation which is not accorded a priority under
applicable law. Notes issued under the Subordinated Indenture will be
subordinated in right of payment to the prior payment in full of the Senior
Indebtedness of the Corporation and, in certain events involving the insolvency
of the Corporation, Other Senior Obligations of the Corporation. See
"Description of Debt Securities -- Subordination of Subordinated Debt
Securities" in the accompanying Prospectus. As of December 31, 1994, the
Corporation had outstanding approximately $902.2 million aggregate principal
amount of Senior Indebtedness and $538.4 million of Other Senior Obligations.
 
     The Notes will be offered on a continuous basis. The Notes offered by this
Prospectus Supplement issued under the Applicable Indenture will constitute all
or part of a single series for purposes of such Indenture. The Notes of such
series offered hereby are limited to an aggregate initial offering price of U.S.
$750,000,000 subject to reduction as a result of the sale by the Corporation of
other Securities referred to in the accompanying Prospectus. See "Plan of
Distribution." For purposes of this Prospectus Supplement, (i) the principal
amount of any Original Issue Discount Note means the Issue Price (as defined
below) of such Note and (ii) the principal amount of any Note issued in the
Specified Currency means the U.S. dollar equivalent on the date of issue of the
Issue Price of such Note.
 
     Each Note will mature on any day nine months or more from its date of
issue, as selected by the initial purchaser and agreed to by the Corporation
(the "Stated Maturity") which date may be subject to extension at the option of
the Corporation (subject to applicable regulatory approval in the case of
subordinated Notes) or the holder, and may be subject to redemption at the
option of the Corporation or repayment at the option of the holder prior to its
Stated Maturity as specified in the applicable Pricing Supplement. See "Optional
Redemption" and "Repayment at the Noteholder's Option" below.
 
     Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note. Except as set forth under "Description of Debt
Securities -- Book-Entry Procedures" in the accompanying Prospectus, Book-Entry
Notes will not be issuable as Certificated Notes. See "Book-Entry System" below.
 
     Unless otherwise specified in the applicable Pricing Supplement, the Notes
will be denominated in U.S. dollars and payments of principal and any premium,
and interest on the Notes will be made in U.S. dollars. Except as specified for
Notes not denominated in U.S. dollars or as otherwise provided in the applicable
Pricing Supplement, the Notes will be issued only in fully registered form in
denominations of U.S.$100,000 or any amount in excess thereof which is an
integral multiple of U.S.$1,000. If any of the Notes are to be denominated in a
Specified Currency other than U.S. dollars, additional information pertaining to
the terms of such Notes and other matters relevant to the holders thereof will
be described in the applicable Pricing Supplement.
 
     The Notes may be issued as Original Issue Discount Notes (including Zero
Coupon Notes, as defined below) as indicated in the applicable Pricing
Supplement. An "Original Issue Discount Note" means any Note that provides for
an amount less than the entire principal amount thereof to be payable upon
declaration
 
                                       S-4
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of acceleration of the maturity thereof pursuant to the Applicable Indenture.
See "United States Tax Considerations -- Original Issue Discount and Acquisition
Discount and Foreign Currency Notes" below.
 
     The Notes may be issued as Indexed Notes, Amortizing Notes, Renewable Notes
and Extendible Notes, as indicated in the applicable Pricing Supplement. See
"Indexed Notes", "Amortizing Notes", "Renewable Notes" and "Extendible Notes"
below.
 
     The Pricing Supplement relating to each Note will specify the price
(expressed as a percentage of the aggregate principal amount thereof) at which
such Note will be issued if other than 100% (the "Issue Price"), the principal
amount, the interest rate or interest rate formula, ranking, maturity, currency,
(including one or more foreign currencies, currency units or composite
currencies), any redemption or repayment provisions and any other terms on which
each such Note will be issued that are not inconsistent with the provisions of
the Applicable Indenture.
 
     Unless otherwise specified in the applicable Pricing Supplement, the Notes,
except for Amortizing Notes, will not be subject to any sinking fund.
 
     The Notes may be presented for payment of principal and interest, transfer
of the Notes will be registrable, and the Notes will be exchangeable, at Society
National Bank, as paying agent (the "Paying Agent") in The City of Cleveland;
provided that Book-Entry Notes will be exchangeable only in the manner and to
the extent set forth below under "Description of Debt Securities -- Book-Entry
Procedures" in the accompanying Prospectus.
 
     As used herein, "Business Day" shall mean any day other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are generally authorized or required by law or regulation to close in The City
of New York and (i) in respect of LIBOR Notes (as defined below), in the city of
London, (ii) with respect to Notes denominated or payable in a Specified
Currency other than ECUs in the financial center of the country issuing the
Specified Currency, (iii) with respect to Notes denominated or payable in ECUs,
in the financial center of each country that issues a component currency of the
ECU, and that is not a non-ECU settlement day. "London Banking Day" shall mean
any day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.
 
     As used herein, an "Interest Payment Date" with respect to any Note shall
be a date on which, under the terms of such Note, regularly scheduled interest
shall be payable. Unless otherwise specified in the applicable Pricing
Supplement, "Record Date" with respect to any Interest Payment Date shall be the
date fifteen calendar days (whether or not such date is a Business Day) prior to
such Interest Payment Date.
 
     Unless otherwise specified in the applicable Pricing Supplement, Society
National Bank will act as Authenticating Agent for the Notes pursuant to an
appointment by the Trustee. Unless otherwise specified in the applicable Pricing
Supplement, Society National Bank will also act as Registrar for the Notes
pursuant to an appointment by the Trustee.
 
PAYMENT CURRENCY AND CURRENCY EXCHANGE INFORMATION
 
     Purchasers are required to pay for Notes denominated in a Specified
Currency in such Specified Currency, and payments of principal, premium, if any,
and interest on such Notes will be made in such Specified Currency, unless
otherwise provided in the applicable Pricing Supplement. Currently, there are
limited facilities in the United States for the conversion of U.S. dollars into
foreign currencies and vice versa. In addition, most banks do not currently
offer non-U.S. dollar denominated checking or savings account facilities in the
United States. Accordingly, unless otherwise specified in the applicable Pricing
Supplement, or unless alternative arrangements are made, payment of principal,
premium, if any, and interest on Notes in a Specified Currency other than U.S.
dollars will be made to an account at a bank outside the United States.
 
     If the applicable Pricing Supplement provides for payments of principal of,
premium, if any, and interest on a non-U.S. dollar denominated Note to be made
in U.S. dollars or for payments of principal of, premium, if any, and interest
on a U.S. dollar denominated Note to be made in a Specified Currency other than
U.S. dollars, the conversion of the Specified Currency into U.S. dollars or U.S.
dollars into the Specified Currency, as the case may be, will be handled by the
Exchange Rate Agent identified in the applicable Pricing
 
                                       S-5
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Supplement. The costs of such conversion will be borne by the holder of such
Note through deductions from such payments.
 
     If the applicable Pricing Supplement provides for payments of principal of,
premium, if any, and interest on a non-U.S. dollar denominated Note to be made,
at the option of the holder of such Note, in U.S. dollars, conversion of the
Specified Currency into U.S. dollars will be based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent 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) 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 the holders of
Notes and at which the applicable dealer commits to execute a contract. If none
of such bid quotations are available, payments will be made in the Specified
Currency. All currency exchange costs will be borne by the holders of Notes by
deductions from such payments.
 
     Except as set forth below, if the principal of, premium, if any, or
interest on, any Note is payable in a Specified Currency other than U.S. dollars
and such Specified Currency is not available to the Corporation for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Corporation or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Corporation will be entitled to satisfy its obligations to holders of
the Notes by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date. 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 Applicable Indenture.
 
     If payment in respect of a Note is required to be made in ECUs and ECUs are
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation's control or are no longer used in the European Monetary
System, then all payments in respect of such Note shall be made in U.S. dollars
until ECUs are again available or so used. The amount of each payment in U.S.
dollars shall be computed on the basis of the equivalent of the ECU in U.S.
dollars, determined as described below, as of the second Business Day prior to
the date on which such payment is due.
 
     The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Corporation or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on which the ECU was
used in the European Monetary System. The equivalent of the ECU in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Corporation or such agent on the basis of the most recently
available Market Exchange Rates for such Components.
 
     If the official unit of any Component is altered by way of combination or
subdivision, the number of units of that currency as a Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the appropriate amounts of the consolidated component currencies
expressed in such single currency. If any Component is divided into two or more
currencies, the amount of the original component currency shall be replaced by
the appropriate amounts of such two or more currencies, the sum of which shall
be equal to the amount of the original component currency.
 
     All determinations referred to above made by the Corporation or its agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes.
 
INTEREST AND PRINCIPAL PAYMENTS
 
     Interest will be payable to the person in whose name the Note is registered
at the close of business on the applicable Record Date; provided that the
interest payable upon maturity, redemption or repayment (whether
 
                                       S-6
   8
 
or not the date of maturity, redemption or repayment is an Interest Payment
Date) will be payable to the person to whom principal is payable. Unless
otherwise specified in the applicable Pricing Supplement, the initial interest
payment on a Note will be made on the first Interest Payment Date falling after
the date the Note is issued; provided, however, that payments of interest (or,
in the case of an Amortizing Note, principal and interest) on a Note issued less
than 15 calendar days before an Interest Payment Date will be paid on the next
succeeding Interest Payment Date to the holder of record on the Record Date with
respect to such succeeding Interest Payment Date, unless otherwise specified in
the applicable Pricing Supplement.
 
     U.S. dollar payments of interest, other than interest payable at maturity
(or on the date of redemption or repayment, if a Note is redeemed or repaid
prior to maturity), will be made by check mailed to the address of the person
entitled thereto as shown on the Note register. U.S. dollar payments of
principal, premium, if any, and interest upon maturity, redemption or repayment
will be made in immediately available funds against presentation and surrender
of the Note. Notwithstanding the foregoing, (a) the Depositary, as holder of
Book-Entry Notes, shall be entitled to receive payments of interest by wire
transfer of immediately available funds and (b) a holder of U.S.$1,000,000 (or
the equivalent) or more in aggregate principal amount of Certificated Notes
(whether having identical or different terms and provisions) shall be entitled
to receive payments of interest by wire transfer of immediately available funds
upon written request to the Paying Agent not later than 15 calendar days prior
to the applicable Interest Payment Date.
 
     Notwithstanding the foregoing, unless otherwise specified in the applicable
Pricing Supplement, a holder of a Foreign Currency Note may elect to receive
payment of the principal of and any premium and interest on such Note in the
Specified Currency by transmitting a written request for such payment to the
Trustee at its Corporate Trust Office in the Borough of Manhattan, The City of
New York, or the Paying Agent on or prior to the Record Date in the case of an
interest payment or at least 15 calendar days prior to the Stated Maturity in
the case of a principal or premium payment. Such request may be in writing with
a signature guarantee, (mailed or hand delivered), or by cable, telex or other
form of facsimile transmission. A holder of a Foreign Currency Note may elect to
receive payment in the Specified Currency for all principal and any premium 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 relevant Record Date or at least 15 calendar days prior to the
Stated Maturity, as the case may be. Holders of Foreign Currency Notes whose
Notes are to be held in the name of a broker or nominee should contact such
broker or nominee to determine whether and how an election to receive payments
in the Specified Currency may be made.
 
     Unless otherwise specified in the applicable Pricing Supplement, a
beneficial owner of Book-Entry Notes denominated in a Specified Currency
electing to receive payments of principal or any premium or interest in the
Specified Currency must notify the Participant through which its interest is
held on or prior to the applicable Record Date, in the case of a payment of
interest, and on or prior to the fifteenth calendar day prior to the Stated
Maturity, in the case of payment of principal or premium, of such beneficial
owner's election to receive all or a portion of such payment in a Specified
Currency. Such Participant must notify the Depository of such election on or
prior to the third Business Day after such Regular Record Date. The Depository
will notify the Paying Agent of such election on or prior to the fifth Business
Day after such Regular Record Date. If complete instructions are received by the
Participant and forwarded by the Participant to the Depository, and by the
Depository to the Paying Agent, on or prior to such dates, the beneficial owner
will receive payments in the Specified Currency.
 
     Unless otherwise specified in the applicable Pricing Supplement or unless
alternative arrangements are made, payments of principal, premium, if any, and
interest on Notes in a Specified Currency other than U.S. dollars will be made
by wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States if the holder of such Notes
provides the Paying Agent with the appropriate wire transfer instructions not
later than 15 calendar days prior to the applicable payment date. If such wire
transfer instructions are not so provided, payments of principal, premium, if
any, and interest on such Notes will be made by check payable in such Specified
Currency mailed to the address of the Person entitled thereto as such address
shall appear in the Note register.
 
                                       S-7
   9
 
     Certain Notes, including Original Issue Discount Notes, may be considered
to be issued with original issue discount, which must be included in income for
United States federal income tax purposes at a constant rate. See "United States
Tax Considerations -- Original Issue Discount and Acquisition Discount and
Foreign Currency Notes" below. Unless otherwise specified in the applicable
Pricing Supplement, if the principal of any Original Issue Discount Note is
declared to be due and payable immediately as described under "Description of
Debt Securities -- Events of Default" in the accompanying Prospectus, the amount
of principal due and payable with respect to such Note shall be limited to the
aggregate principal amount of such Note multiplied by the sum of its Issue Price
(expressed as a percentage of the aggregate principal amount) plus the original
issue discount amortized from the date of issue to the date of declaration,
which amortization shall be calculated using the "interest method" (computed in
accordance with generally accepted accounting principles in effect on the date
of declaration). Special considerations applicable to any such Notes will be set
forth in the applicable Pricing Supplement.
 
FIXED RATE NOTES
 
     Each Fixed Rate Note will bear interest from the date of issuance at the
annual rate stated on the face thereof, except as described below under
"Extension of Maturity," or "Renewal" until the principal thereof is paid or
made available for payment. Unless otherwise specified in the applicable Pricing
Supplement, such interest will be computed on the basis of a 360-day year of
twelve 30-day months. Unless otherwise specified in the applicable Pricing
Supplement, payments of interest on Fixed Rate Notes other than Amortizing Notes
will be made semiannually on each June 1 and December 1 and at maturity or upon
any earlier redemption or repayment.
 
     If any Interest Payment Date for any Fixed Rate Note would fall on a day
that is not a Business Day, the interest payment shall be postponed to the next
day that is a Business Day, and no interest on such payment shall accrue for the
period from and after the Interest Payment Date. If the maturity date (or date
of redemption or repayment) of any Fixed Rate Note would fall on a day that is
not a Business Day, the payment of principal, premium, if any, and interest may
be made on the next succeeding Business Day, and no interest on such payment
shall accrue for the period from and after the maturity date (or date of
redemption or repayment).
 
     Interest payments for Fixed Rate Notes will include accrued interest from
the date of issue or from the last date in respect of which interest has been
paid or duly provided for, as the case may be, to, but excluding, the Interest
Payment Date or the date of maturity or earlier redemption or repayment, as the
case may be.
 
  Amortizing Notes
 
     Unless otherwise specified in the applicable Pricing Supplement, payments
of principal and interest on Amortizing Notes, which are securities on which
payments of principal and interest are made in equal installments over the life
of the security, will be made either quarterly on each March 1, June 1,
September 1 and December 1 or semiannually on each June 1 and December 1, as set
forth in the applicable Pricing Supplement, and at maturity or upon any earlier
redemption or repayment. Payments with respect to Amortizing Notes will be
applied first to interest due and payable thereon and then to the reduction of
the unpaid principal amount thereof. A table setting forth repayment information
in respect of each Amortizing Note will be provided to the original purchaser
and will be available, upon request, to subsequent holders.
 
FLOATING RATE NOTES
 
     Each Floating Rate Note will bear interest from the date of issuance until
the principal thereof is paid or made available for payment at a rate determined
by reference to an interest rate basis (the "Base Rate"), which may be adjusted
by a Spread and/or Spread Multiplier (each as defined below). The applicable
Pricing Supplement will designate one or more of the following Base Rates as
applicable to each Floating Rate Note: (a) the CD Rate (a "CD Rate Note"), (b)
the Commercial Paper Rate (a "Commercial Paper Rate Note"), (c) the Federal
Funds Rate (a "Federal Funds Rate Note"), (d) LIBOR (a "LIBOR Note"), (e) the
Prime Rate (a "Prime Rate Note"), (f) the Treasury Rate (a "Treasury Rate
Note"), (g) the CMT Rate (a "CMT Rate Note"), (h) the 11th District Cost of
Funds Rate (an "11th District Cost of Funds Rate
 
                                       S-8
   10
 
Note") or (i) such other Base Rate as is set forth in such Pricing Supplement
and in such Floating Rate Note. The "Index Maturity" for any Floating Rate Note
is the period of maturity of the instrument or obligation from which the Base
Rate is calculated and will be specified in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
interest rate on each Floating Rate Note will be calculated by reference to the
specified Base Rate (i) plus or minus the Spread, if any, and/or (ii) multiplied
by the Spread Multiplier, if any. The "Spread" is the number of basis points
(one one-hundredth of a percentage point) specified in the applicable Pricing
Supplement to be added to or subtracted from the Base Rate for such Floating
Rate Note, and the "Spread Multiplier" is the percentage specified in the
applicable Pricing Supplement to be applied to the Base Rate for such Floating
Rate Note.
 
     As specified in the applicable Pricing Supplement, a Floating Rate Note may
also have either or both of the following: (i) a maximum limitation, or ceiling,
on the rate of interest which may accrue during any interest period ("Maximum
Interest Rate"); and (ii) a minimum limitation, or floor, on the rate of
interest which may accrue during any interest period ("Minimum Interest Rate").
In addition to any Maximum Interest Rate that may be applicable to any Floating
Rate Note pursuant to the above provisions, the interest rate on a Floating Rate
Note 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.
 
     Unless otherwise specified in the applicable Pricing Supplement, the rate
of interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" for such Note, and the first day of each Interest Reset Period being an
"Interest Reset Date"), as specified in the applicable Pricing Supplement.
Unless otherwise specified in the Pricing Supplement, the Interest Reset Date
will be, in the case of Floating Rate Notes which reset daily, each Business
Day; in the case of Floating Rate Notes (other than Treasury Rate Notes) which
reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes
which reset weekly, the Tuesday of each week, except as provided below; in the
case of Floating Rate Notes which reset monthly, the third Wednesday of each
month; in the case of Floating Rate Notes which reset quarterly, the third
Wednesday of March, June, September and December; in the case of Floating Rate
Notes which reset semiannually, the third Wednesday of two months of each year,
as specified in the applicable Pricing Supplement; and in the case of Floating
Rate Notes which reset annually, the third Wednesday of one month of each year,
as specified in the applicable Pricing Supplement; provided, however, that the
interest rate in effect from the date of issue to the first Interest Reset Date
with respect to a Floating Rate Note will be the initial interest rate set forth
in the applicable Pricing Supplement (the "Initial Interest Rate"). If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to the next
succeeding Business Day, except that in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the next preceding Business Day.
 
     Except as provided below and unless otherwise specified in the applicable
Pricing Supplement, interest on Floating Rate Notes will be payable: (i) in the
case of Floating Rate Notes with a daily, weekly or monthly Interest Reset Date
(other than the 11th District Cost of Funds Rate Notes), on the third Wednesday
of each month or on the third Wednesday of March, June, September and December,
or in the case of the 11th District Cost of Funds Rate Notes, all of which reset
monthly, the first calendar day of each month, as specified in the applicable
Pricing Supplement; (ii) in the case of Floating Rate Notes with a quarterly
Interest Reset Date, on the third Wednesday of March, June, September and
December; (iii) in the case of Floating Rate Notes with a semiannual Interest
Reset Date, on the third Wednesday of the two months specified in the applicable
Pricing Supplement; and (iv) in the case of Floating Rate Notes with an annual
Interest Reset Date, on the third Wednesday of the month specified in the
applicable Pricing Supplement and, in each case, at maturity. If any Interest
Payment Date for any Floating Rate Note would fall on a day that is not a
Business Day with respect to such Floating Rate Note, such Interest Payment Date
will be the following day that is a Business Day with respect to such Floating
Rate Note, except that, in the case of a LIBOR Note, if such Business Day is in
the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding day that is a Business Day with respect to such LIBOR
Note. If the maturity date or any earlier redemption or repayment date of a
Floating Rate Note would fall on a day that is not a Business Day, the payment
of principal, premium, if any, and interest will be made on the next succeeding
Business
 
                                       S-9
   11
 
Day, and no interest on such payment shall accrue for the period from and after
such maturity, redemption or repayment date, as the case may be.
 
     Unless otherwise specified in the applicable Pricing Supplement, interest
payments for Floating Rate Notes shall be the amount of interest accrued from,
and including, the date of issue or from, and including, the last date to which
interest has been paid to or duly provided for, to, but excluding, the Interest
Payment Date.
 
     With respect to a Floating Rate Note, accrued interest shall be calculated
by multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which interest is
being paid. Unless otherwise specified in the applicable Pricing Supplement, the
interest factor for each such day is computed by dividing the interest rate
applicable to such day by 360, in the case of CD Rate Notes, Commercial Paper
Rate Notes, Federal Funds Rate Notes, LIBOR Notes, the 11th District Cost of
Funds Rate Notes and Prime Rate Notes or by the actual number of days in the
year, in the case of CMT Rate Notes and Treasury Rate Notes.
 
     The interest rate in effect on any Interest Reset Date will be the
applicable rate as reset on such date. The interest rate applicable to any other
day is the interest rate from the immediately preceding Interest Reset Date (or,
if none, the Initial Interest Rate).
 
     All percentages used in or resulting from any calculation of the rate of
interest on a Floating Rate Note 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, and all dollar amounts used in or resulting
from such calculation on Floating Rate Notes will be rounded to the nearest
cent, with one-half cent rounded upward.
 
     Unless otherwise specified in the applicable Pricing Supplement, Society
National Bank will be the calculation agent (the "Calculation Agent") with
respect to any issue of Floating Rate Notes. Upon the request of the holder of
any Floating Rate Note, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate that will become effective
on the next Interest Reset Date with respect to such Floating Rate Note.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
"Interest Determination Date" pertaining to an Interest Reset Date for CD Rate
Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, CMT Rate Notes and
Prime Rate Notes will be the second Business Day next preceding such Interest
Reset Date. The Interest Determination Date pertaining to an Interest Reset Date
for an 11th District Cost of Funds Rate Note (the "11th District Cost of Funds
Rate Interest Determination Date") 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 (the "FHLB of San Francisco") publishes the Index (as
defined below under "-- Eleventh District Cost of Funds Rate Notes"). The
Interest Determination Date pertaining to an Interest Reset Date for a LIBOR
Note will be the second London Banking Day preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date for a
Treasury Rate Note will be the day of the week in which such Interest Reset Date
falls on which Treasury bills would normally be auctioned. Treasury bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
but 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 succeeding week. If an auction falls on a day that is an
Interest Reset Date, such Interest Reset Date will be the next following
Business Day.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date", where applicable, pertaining to an Interest Determination
Date will be the earlier of (i) the tenth 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 preceding the applicable
Interest Payment Date or Stated Maturity, as the case may be.
 
                                      S-10
   12
 
     Interest rates will be determined (which determination, in the absence of
manifest error, will be conclusive and binding) by the Calculation Agent as
follows:
 
  CD Rate Notes
 
     CD Rate Notes will bear interest at the interest rate (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the CD Rate Notes and in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, "CD Rate"
means, with respect to any Interest Determination Date, the rate on such date
for negotiable certificates of deposit having the Index Maturity designated in
the applicable Pricing Supplement 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, if
not so published by 9:00 A.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 of the
Index Maturity designated in the applicable Pricing Supplement as published by
the Federal Reserve Bank of New York in its daily statistical release "Composite
3:30 P.M. Quotations for U.S. Government Securities" (the "Composite
Quotations") under the heading "Certificates of Deposit." If such rate is not
yet published in either H.15(519) or the Composite Quotations by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the CD Rate on such Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in the denomination of
$5,000,000 with a remaining maturity closest to the Index Maturity designated in
the Pricing Supplement of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York (which may include one or
more of the Agents) selected by the Calculation Agent for negotiable
certificates of deposit of major United States money center banks of the highest
credit standing in the market for negotiable certificates of deposit; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not 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).
 
  Commercial Paper Rate Notes
 
     Commercial Paper Rate Notes will bear interest at the interest rate
(calculated with reference to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and
in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Determination Date,
the Money Market Yield (as defined below) of the rate on such date for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement, as such rate shall be published in H.15(519), under the heading
"Commercial Paper." In the event that such rate is not published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market
Yield of the rate on such Interest Determination Date for commercial paper of
the specified Index Maturity as published in Composite Quotations under the
heading "Commercial Paper." If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not yet available in either H.15(519) or Composite
Quotations, then the Commercial Paper Rate 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 of commercial paper
in The City of New York (which may include one or more of the Agents) selected
by the Calculation Agent for commercial paper of the specified Index Maturity,
placed for an industrial issuer whose bond rating is "AA," or the equivalent,
from a nationally recognized rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the
 
                                      S-11
   13
 
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 calculated in accordance with the
following formula:
 
                              
                         D X 360
Money Market Yield =  -------------  X 100
                      360 -(D X M)


 
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
 
  Federal Funds Rate Notes
 
     Federal Funds Rate Notes will bear interest at the interest rate
(calculated with reference to the Federal Funds Rate and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in
the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
"Federal Funds Rate" means, with respect to any Interest Determination Date, the
rate on such date for Federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)," or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate will be the rate on such Interest Determination Date
published in the Composite Quotations under the heading "Federal Funds/Effective
Rate." If such rate is not yet published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate for such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight Federal
funds, as of 11:00 A.M., New York City time, on such Interest Determination
Date, arranged by three leading brokers of Federal funds transactions in The
City of New York (which may include one or more of the Agents) selected by the
Calculation Agent; provided, however, that if the brokers selected as aforesaid
by the Calculation Agent are not quoting as set forth above, the Federal Funds
Rate in effect for the applicable period will be the same as the Federal Funds
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable on the Federal Funds
Rate Notes for which such Federal Funds Rate is being determined shall be the
Initial Interest Rate).
 
  LIBOR Notes
 
     LIBOR Notes will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, and subject
to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in
the LIBOR Notes and in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, "LIBOR"
for each Interest Determination Date will be determined by the Calculation Agent
as follows:
 
          (i) The rate for deposits in U.S. dollars of the Index Maturity
     specified in the applicable Pricing Supplement, commencing on the second
     Business Day immediately following such Interest Determination Date, that
     appears on the Telerate Page 3750 as of 11:00 A.M., London time, on such
     Interest Determination Date ("LIBOR Telerate"). "Telerate Page 3750" means
     the display designated as page "3750" on the Telerate Service (or such
     other page as may replace the page 3750 on that service or such other
     service or services as may be designated by the British Bankers'
     Association for the purpose of displaying London interbank offered rates
     for U.S. dollar deposits).
 
          (ii) As of the Interest Determination Date, the Calculation Agent will
     determine the arithmetic mean of the offered rates for deposits in U.S.
     dollars for the period of the Index Maturity designated in the applicable
     Pricing Supplement, commencing on the second Business Day immediately
     following such Interest Determination Date which appear on the Reuters
     Screen LIBO Page at approximately
 
                                      S-12
   14
 
     11:00 A.M., London time, on such Interest Determination Date ("LIBOR
     Reuters"). "Reuters Screen LIBO Page" means the display designated as Page
     "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
     may replace the LIBO page on that service for the purpose of displaying
     London interbank offered rates of major banks).
 
          If neither LIBOR Telerate nor LIBOR Reuters is specified in the
     applicable LIBOR Note, LIBOR will be determined as if LIBOR Telerate had
     been specified.
 
          (iii) If (a) in the case where paragraph (i) above applies, no rate
     appears on the Telerate Page 3750 or (b) in the case where paragraph (ii)
     above applies, fewer than two offered rates appear on the Reuters Screen
     LIBO Page, the Calculation Agent will request the principal London offices
     of each of four major banks in the London interbank market, as selected by
     the Calculation Agent, to provide the Calculation Agent with its offered
     quotation for deposits in United States dollars for the period of the
     specified Index Maturity to prime banks in the London interbank market at
     approximately 11:00 A.M., London time, on such Interest Determination Date
     and in a principal amount equal to an amount of not less than U.S. $1
     million that is representative of a single transaction in such market at
     such time. If at least two such quotations are provided, LIBOR will be the
     arithmetic mean of such quotations. If fewer than two quotations are
     provided, LIBOR in respect of such Interest Determination Date will be the
     arithmetic mean of rates quoted by three major banks in The City of New
     York selected by the Calculation Agent (after consultation with the
     Corporation) at approximately 11:00 A.M., New York City time, on such
     Interest Determination Date for loans in U.S. dollars to leading European
     banks, for the period of the specified Index Maturity and in a principal
     amount of not less than U.S. $1 million that is representative of a single
     transaction in such market at such time; provided however, that if fewer
     than three banks selected as aforesaid by the Calculation Agent are quoting
     rates as mentioned in this 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).
 
  Prime Rate Notes
 
     Prime Rate Notes will bear interest at the interest rate (calculated with
reference to the Prime Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the Prime Rate Notes and in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any Interest Determination Date, the rate set forth
H.15(519) for such date opposite the caption "Bank Prime Loan." If such rate is
not yet published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate for such Interest
Determination Date will be the arithmetic mean of the rates of interest publicly
announced by each bank named on the Reuters Screen NYMF Page (as defined below)
as such bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen NYMF Page on such Interest
Determination Date, or, if fewer than four such rates appear on the Reuters
Screen NYMF Page for such Interest Determination Date, the rate shall be the
arithmetic mean of the prime 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 at least two of the three major money center banks in The
City of New York selected by the Calculation Agent from which quotations are
requested. If fewer than two quotations are provided, the Prime Rate shall be
calculated by the Calculation Agent and shall be determined as the arithmetic
mean on the basis of the prime rates in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business under
the laws of the United States, or any State thereof, in each case having total
equity capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent to
quote such rate or rates. "Reuters Screen NYMF Page" means the display
designated as Page "NYMF" on the Reuters Monitor Money Rates Services (or such
other page as may replace the NYMF Page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks).
 
                                      S-13
   15
 
     If in any month or two consecutive months the Prime Rate is not published
in H.15(519) and the banks or trust companies selected as aforesaid are not
quoting as mentioned in the preceding paragraph, the "Prime Rate" for such
Interest Reset Period will be the same as the Prime Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the rate of interest payable on the Prime Rate Notes for which the Prime Rate is
being determined shall be the Initial Interest Rate). If this failure continues
over three or more consecutive months, the Prime Rate for each succeeding
Interest Determination Date until the maturity or redemption or repayment of
such Prime Rate Notes or, if earlier, until this failure ceases, shall be LIBOR
determined as if such Prime Rate Notes were LIBOR Notes with an Index Maturity
specified in the applicable Pricing Supplement, and the Spread, if any, shall be
the number of basis points specified in the applicable Pricing Supplement as the
"Alternative Rate Event Spread."
 
  Treasury Rate Notes
 
     Treasury Rate Notes will bear interest at the interest rate (calculated
with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if
any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if
any) specified in the Treasury Rate Notes and in the applicable Pricing
Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
"Treasury Rate" means, with respect to any Interest Determination Date, the rate
for the auction held on such date of direct obligations of the United States
("Treasury Bills") having the Index Maturity designated in the applicable
Pricing Supplement, as published in H.15(519) under the heading "Treasury
Bills -- auction average (investment)" or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate on such Interest Determination Date
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the auction
of Treasury Bills having the Index Maturity designated in the applicable Pricing
Supplement are not published or reported are provided above by 3:00 P.M., New
York City time, on such Calculation Date or if no such auction is held on such
Interest Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using 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 the City of New York (which may include one or more of the
Agents) selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity designated in the applicable
Pricing Supplement; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting bid rates as mentioned in this
sentence, the Treasury Rate for the applicable period will be the same as the
Treasury Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable on the Treasury
Rate Notes for which the Treasury Rate is being determined shall be the Initial
Interest Rate).
 
  CMT Rate Notes
 
     CMT Rate Notes will bear interest at the interest rate (calculated with
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate and Maximum Interest Rate, if any),
specified on the face of the CMT Rate Note and in the applicable Pricing
Supplement.
 
     Unless otherwise indicated in the applicable Pricing Supplement, "CMT Rate"
means, with respect to any Interest Determinate Date, the rate displayed on the
Designated CMT Telerate Page under the caption
" . . . Treasury Constant Maturities. . . . Federal Reserve Board Release
H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the Designated
CMT Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate
on such Interest Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the rate for the week, or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if not displayed by
3:00 P.M., New York City time, on the related Interest Calculation Date, then
the CMT Rate for such Interest Determination Date will be such Treasury Constant
Maturity rate for
 
                                      S-14
   16
 
the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published by 3:00 P.M., New York
City time, on the related Interest Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Interest Calculation Date, then the CMT Rate for the
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean (rounded to the nearest one
hundred-thousandth of a percentage point) of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City time, on the Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York (which may include one or more of the Agents)
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 the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Note") with an original
maturity of approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note quotations, the
CMT Rate for such Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
(rounded to the nearest one hundred-thousandth of a percentage point) of the
secondary market offer side prices as of approximately 3:30 P.M., New York City
time, on the Interest Determination Date of three Reference Dealers in The City
of New York (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 Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage
point) of the offer prices obtained and neither the highest nor lowest of such
quotes will be eliminated; provided, however, that if fewer than three Reference
Dealers in the City of New York (which may include one or more of the Agents)
selected by the Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect on such Interest Determination Date. If two
Treasury Notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the shorter remaining term
to maturity will be used.
 
     "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable Pricing Supplement (or any
other page as may replace such page on the service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052, for the most recent week.
 
     "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement as the Index Maturity with
respect to which the CMT Rate will be calculated. If no such maturity is
specified in the applicable Pricing Supplement, the Designated CMT Maturity
Index shall be 2 years.
 
  11th District Cost of Funds Rate Notes
 
     Each 11th District Cost of Funds Rate Note will bear interest at the
interest rate (calculated with reference to the 11th District Cost of Funds Rate
and the Spread and/or Spread Multiplier, if any and subject to the Minimum
Interest Rate and Maximum Interest Rate, if any) specified in the applicable
11th District Cost of Funds Rate Notes.
 
                                      S-15
   17
 
     Unless otherwise indicated in the applicable 11th District Cost of Funds
Rate Note, "11th District Cost of Funds Rate" means, with respect to any
Interest Determination Date, the rate equal to the monthly weighted average cost
of funds for the calendar month immediately preceding the month in which such
Interest Determination Date falls, as set forth under the caption "11th
District" on the Telerate Page 7058 as of 11 A.M., San Francisco Time, on such
Interest Determination Date. If such rate does not appear on the Telerate 7058
on any related Interest Determination Date, the 11th District Cost of Funds Rate
means the rate equal to the monthly 11th District Cost of Funds Index (the "11th
District Cost of Funds Index") normally published by the Federal Home Loan Bank
of San Francisco (the "FHLB of San Francisco") during the month immediately
preceding the Interest Reset Date to which such Interest Determination Date
applies.
 
     The 11th District Cost of Funds Index is normally published by the FHLB of
San Francisco on the last day on which the FHLB of San Francisco is open for
business in each month and represents the monthly weighted average cost of funds
for savings institutions in the 11th District (Arizona, California and Nevada)
of the Federal Home Loan Bank System for the month preceding the month in which
the 11th District Cost of Funds Index is published. Currently, the 11th District
Cost of Funds Index is computed by the FHLB of San Francisco for each month by
dividing the cost of funds (interest paid during the month by 11th District
savings institutions on savings, advances and other borrowings) by the average
of the total amount of those funds outstanding at the end of that month and the
prior month and annualizing and adjusting the result to reflect the actual
number of days in the particular month. If necessary, before these calculations
are made, the component figures are adjusted by the FHLB of San Francisco to
neutralize the effect of events such as member institutions leaving the 11th
District or acquiring institutions outside the 11th District. Receipt by mail of
Information Bulletins announcing 11th District Cost of Funds Index changes may
be arranged by contacting the FHLB of San Francisco.
 
     If the FHLB of San Francisco shall fail in any month to publish the 11th
District Cost of Funds Index (each such failure being referred to herein as an
"Alternative Rate Event"), then the 11th District Cost of Funds Rate for the
Interest Determination Date after the Alternate Rate Event shall be calculated
on the basis of the 11th District Cost of Funds Index most recently published
prior to such Interest Determination Date. If an Alternate Rate Event occurs in
the month immediately following a month in which a prior Alternate Rate Event
occurred, then the 11th District Cost of Funds Rate for the Interest
Determination Date immediately following the second Alternate Rate Event shall
be calculated on the basis of the 11th District Cost of Funds Index most
recently published prior to such Interest Determination Date and, thereafter,
the 11th District Cost of Funds Rate for each succeeding Interest Determination
Date shall be LIBOR, determined as though the Interest Rate Basis were LIBOR and
the Spread shall be plus or minus the number of basis points specified in the
applicable 11th District Cost of Funds Rate Note at the "Alternate Rate Event
Spread," if any.
 
     In determining that the FHLB of San Francisco has failed in any month to
publish the 11th District Cost of Funds Index, the Calculation Agent may rely
conclusively on any written advice from the FHLB of San Francisco to such
effect.
 
INDEXED NOTES
 
     The Notes may be issued, from time to time, as Notes of which the principal
amount payable on the Stated Maturity and/or on which the amount of interest
payable on an Interest Payment Date and/or any premium payable will be
determined by reference to prices, changes in prices, or differences between
prices, of securities, currencies, currency units, composite currencies,
intangibles, goods, articles, or commodities or other objective price, economic
or other measures (the "Indexed Notes"), as indicated in the applicable Pricing
Supplement. Holders of Indexed Notes may receive a principal amount at maturity
that is greater than or less than the face amount of such Notes depending upon
the fluctuation of the relative value, rate or price of the specified index.
Specific information pertaining to the method for determining the principal
amount payable at maturity, a historical comparison of the relative value, rate
or price of the specified index and the face amount of the Indexed Note and
certain additional United States federal tax and other relevant considerations
will be described in the applicable Pricing Supplement.
 
                                      S-16
   18
 
EXTENSION OF MATURITY
 
     The Pricing Supplement relating to each Fixed Rate Note (other than an
Amortizing Note) will indicate whether the Corporation has the option to extend
the maturity of such Fixed Rate Note for one or more periods specified in the
applicable Pricing Supplement (each an "Extension Period") up to but not beyond
the date (the "Final Maturity Date") set forth in such Pricing Supplement. If
the Corporation has such option with respect to any such Fixed Rate Note (an
"Extendible Note"), the following procedures will apply, unless modified as set
forth in the applicable Pricing Supplement.
 
     The Corporation may exercise such option with respect to an Extendible Note
by notifying the Paying Agent of such exercise at least 50 but not more than 60
calendar days prior to the maturity date originally in effect with respect to
such Note (the "Original Maturity Date") or, if the maturity date of such Note
has already been extended, prior to the maturity date then in effect (an
"Extended Maturity Date"). No later than 40 calendar days prior to the Original
Maturity Date or an Extended Maturity Date, as the case may be (each, a
"Maturity Date"), the Paying Agent will mail to the holder of such Note a notice
(the "Extension Notice") relating to such Extension Period, by first class mail,
postage prepaid, setting forth (a) the election of the Corporation to extend the
maturity of such Note; (b) the new Extended Maturity Date; (c) the interest rate
applicable to the Extension Period; and (d) the provisions, if any, for
redemption during the Extension Period, including the date or dates on which,
the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by the Paying
Agent of an Extension Notice to the holder of an Extendible Note, the maturity
of such Note shall be extended automatically, and, except as modified by the
Extension Notice and as described in the next paragraph, such Note will have the
same terms it had prior to the mailing of such Extension Notice.
 
     Notwithstanding the foregoing, not later than 10:00 A.M., New York City
time, on the twentieth calendar day prior to the Maturity Date then in effect
for an Extendible Note (or, if such day is not a Business Day, not later than
10:00 A.M., New York City time, on the immediately succeeding Business Day), the
Corporation may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period
by causing the Paying Agent to send notice of such higher interest rate to the
holder of such Note by first class mail, postage prepaid, or by such other means
as shall be agreed between the Corporation and the Paying Agent. Such notice
shall be irrevocable. All Extendible Notes with respect to which the Maturity
Date is extended in accordance with an Extension Notice will bear such higher
interest rate for the Extension Period, whether or not tendered for repayment.
 
     If the Corporation elects to extend the maturity of an Extendible Note, the
holder of such Note will have the option to require the Corporation to repay
such Note on the Maturity Date then in effect at a price equal to the principal
amount thereof plus any accrued and unpaid interest to such date. In order for
an Extendible Note to be repaid on such Maturity Date, the holder thereof must
follow the procedures set forth below under "Repayment at the Noteholders'
Option" for optional repayment, except that the period for delivery of such Note
or notification to the Paying Agent shall be at least 25 but not more than 35
calendar days prior to the Maturity Date then in effect and except that a holder
who has tendered an Extendible Note for repayment pursuant to an Extension
Notice may, by written notice to the Paying Agent, revoke any such tender for
repayment until 3:00 P.M., New York City time, on the tenth calendar day prior
to the Maturity Date then in effect (or, if such day is not a Business Day,
until 3:00 P.M., New York City time, on the next succeeding Business Day).
 
RENEWABLE NOTES
 
     The Corporation may also issue from time to time variable rate renewable
notes (the "Renewable Notes") that will bear interest at the interest rate
(calculated with reference to a Base Rate and the Spread and/or Spread
Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any) specified in the Renewable Notes and in the applicable
Pricing Supplement.
 
     The Renewable Notes will mature on an Interest Payment Date as specified in
the applicable Pricing Supplement (the "Initial Maturity Date"), unless the
maturity of all or any portion of the principal amount thereof is extended in
accordance with the procedures described below. On the Interest Payment Dates in
June and December in each year (unless different Interest Payment Dates are
specified in the applicable
 
                                      S-17
   19
 
Pricing Supplement) (each such Interest Payment Date, an "Election Date"), the
maturity of the Renewable Notes will be extended to the Interest Payment Date
occurring twelve months after such Election Date, unless the holder thereof
elects to terminate the automatic extension of the maturity of the Renewable
Notes or of any portion thereof having a principal amount of $100,000 or any
multiple of $100,000 in excess thereof by delivering a notice to such effect to
the Paying Agent not less than nor more than a number of days to be specified in
the applicable Pricing Supplement prior to such Election Date. Such option may
be exercised with respect to less than the entire principal amount of the
Renewable Notes; provided that the principal amount for which such option is not
exercised is at least $100,000 or any larger amount that is an integral multiple
of $100,000. Notwithstanding the foregoing, the maturity of the Renewable Notes
may not be extended beyond the Final Maturity Date, as specified in the
applicable Pricing Supplement (the "Final Maturity Date"). If the holder elects
to terminate the automatic extension of the maturity of any portion of the
principal amount of the Renewable Notes and such election is not revoked as
described below, such portion will become due and payable on the Interest
Payment Date falling six months (unless another period is specified in the
applicable Pricing Supplement) after the Election Date prior to which the holder
made such election.
 
     An election to terminate the automatic extension of maturity may be revoked
as to any portion of the Renewable Notes having a principal amount of $100,000
or any multiple of $100,000 in excess thereof by delivering a notice to such
effect to the Paying Agent or any day following the effective date of the
election to terminate the automatic extension of maturity and prior to the date
15 calendar days before the date on which such portion would otherwise mature.
Such a revocation may be made for less than the entire principal amount of the
Renewable Notes for which the automatic extension of maturity has been
terminated; provided that the principal amount of the Renewable Notes for which
the automatic extension of maturity has been terminated and for which such a
revocation has not been made is at least $100,000 or any larger amount that is
an integral multiple of $100,000. Notwithstanding the foregoing, a revocation
may not be made during the period from and including a Record Date to but
excluding the immediately succeeding Interest Payment Date.
 
     An election to terminate the automatic extension of the maturity of the
Renewable Notes, if not revoked as described above by the holder making the
election or any subsequent Holder, will be binding upon such subsequent holder.
 
     The Renewable Notes may be redeemed in whole or in part at the option of
the Corporation on the Interest Payment Date for the year specified in the
applicable Pricing Supplement, commencing with the Interest Payment Date
specified in the applicable Pricing Supplement, at a redemption price as stated
in the applicable Pricing Supplement, together with accrued and unpaid interest
to the date of redemption. Notwithstanding anything to the contrary in this
Prospectus Supplement, notice of redemption will be provided by mailing a notice
of such redemption to each holder by first class mail, postage prepaid, at least
180 calendar days prior to the date fixed for redemption.
 
BOOK-ENTRY SYSTEM
 
     Unless otherwise indicated in the applicable Pricing Supplement, upon
issuance, all Fixed Rate Book-Entry Notes having the same Issue Date, interest
rate, if any, amortization schedule, if any, maturity date and other terms, if
any, will be represented by one or more Global Securities, and all Floating Rate
Book-Entry Notes having the same Issue Date, Initial Interest Rate, Base Rate,
Interest Reset Period, Interest Payment Dates, Index Maturity, Spread and/or
Spread Multiplier, if any, Minimum Interest Rate, if any, Maximum Interest Rate,
if any, maturity date and other terms, if any, will be represented by one or
more Global Securities. Each Global Security representing Book-Entry Notes will
be deposited with, or on behalf of, the Depository, and registered in the name
of a nominee of the Depository. Certificated Notes will not be exchangeable for
Book-Entry Notes. Book-Entry Notes will not be exchangeable for Certificated
Notes and will not otherwise be issuable as Certificated Notes, except under the
circumstances described in the Prospectus under "Description of Debt
Securities -- Book-Entry Procedures."
 
     Settlement for the Book-Entry Notes will be made in immediately available
funds. The Book-Entry Notes will trade in the Depositary's Same-Day Funds
Settlement System until maturity, and therefore the Depositary will require
secondary trading activity in the Book-Entry Notes to be settled in immediately
available funds. Secondary trading in long-term notes and debentures of
corporate issuers is generally settled
 
                                      S-18
   20
 
in clearing-house or next-day funds. No assurance can be given as to the effect,
if any, of settlement in immediately available funds on trading activity in the
Book-Entry Notes.
 
     A further description of the Depository's procedures with respect to Global
Securities representing Book-Entry Notes is set forth in the accompanying
Prospectus under "Description of Debt Securities -- Book-Entry Procedures." The
Depository has confirmed to the Corporation, each Agent and the Trustee that it
intends to follow such procedures.
 
OPTIONAL REDEMPTION
 
     Unless otherwise indicated in the applicable Pricing Supplement, Notes may
not be redeemed by the Corporation prior to maturity. If so specified in the
applicable Pricing Supplement, the Notes will be redeemable prior to maturity at
the option of the Corporation on the terms specified therein. Unless otherwise
indicated in the applicable Pricing Supplement, notice of redemption will be
provided by mailing a notice of such redemption to each holder by first class
mail, postage prepaid, at least 30 days and not more than 60 calendar days prior
to the date fixed for redemption to the respective address of each holder as
that address appears upon the books maintained by the Paying Agent.
 
REPAYMENT AT THE NOTEHOLDERS' OPTION
 
     Unless otherwise indicated in the applicable Pricing Supplement, Notes may
not be repaid at the option of the holders thereof prior to maturity. If so
specified in the applicable Pricing Supplement, a Note will be repayable at the
option of the holder on a date or dates specified prior to its maturity date
and, unless otherwise specified in such Pricing Supplement, at the Repayment
Price together with accrued interest to the Repayment Date, each as specified in
the applicable Pricing Supplement.
 
     Unless otherwise indicated in the applicable Pricing Supplement, in order
for such a Note to be repaid, the Paying Agent must receive at least 30 days but
not more than 45 calendar days prior to the Repayment Date the Note with the
form entitled "Option to Elect Repayment" on the reverse of the Note duly
completed. Except in the case of Extendible Notes, and unless otherwise
specified in the applicable Pricing Supplement, exercise of the repayment option
by the holder of a Note will be irrevocable. On any Repayment Date with respect
to any Note, such Note will be repayable in whole or in part in increments of
$1,000 (provided that any remaining principal amount of such Note will not be
less than the minimum authorized denomination of such Note) at the option of the
holder thereof at a Repayment Price specified in the applicable Pricing
Supplement together with interest accrued thereon to the Repayment Date.
 
     If a Note is represented by a Global Security, the Depository's nominee
will be the holder of such Note and therefore will be the only entity that can
exercise a right to repayment. In order to ensure that the Depository's nominee
will timely exercise a right to repayment with respect to a particular Note, the
beneficial owner of such Note must instruct the broker or other direct or
indirect participant through which it holds an interest in such Note to notify
the Depository of its desire to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, each beneficial owner should consult the broker or other
direct or indirect participant through which it holds an interest in a Note in
order to ascertain the cut-off time by which such an instruction must be given
in order for timely notice to be delivered to the Depository.
 
REPURCHASE
 
     The Corporation may purchase Notes at any price in the open market or
otherwise. Notes so purchased by the Corporation may, at the discretion of the
Corporation, be held or resold or surrendered to the relevant Trustee for
cancellation.
 
                                      S-19
   21
 
                             FOREIGN CURRENCY RISKS
 
EXCHANGE RATE AND EXCHANGE CONTROLS
 
     Any investment in Notes that are denominated in, or the payment of which is
related to the value of, a Specified Currency other than U.S. dollars entails
significant risks that are not associated with a similar investment in a
security denominated in U.S. dollars. Such risks include, without limitation,
the possibility of significant changes in rates of exchange between the U.S.
dollar and the various foreign currencies (or composite currencies or currency
units) and the possibility of the imposition or modification of exchange
controls by either the U.S. or foreign governments. Such risks generally depend
on economic and political events over which the Corporation has no control. In
recent years, rates of exchange between U.S. dollars and certain foreign
currencies have been highly volatile and such volatility may be expected to
continue in the future. Fluctuations in any particular exchange rate that have
occurred in the past are not necessarily indicative, however, of fluctuations in
such rate that may occur during the term of any Note. Depreciation against the
U.S. dollar of the currency in which a Note is payable would result in a
decrease in the effective yield of such Note below its coupon rate and, in
certain circumstances, could result in a loss to the investor on a U.S. dollar
basis. In addition, depending on the specific terms of a currency linked Note,
changes in exchange rates relating to any of the currencies involved may result
in a decrease in its effective yield and, in certain circumstances, could result
in a loss of all or a substantial portion of the principal of a Note to the
investor.
 
   
     THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS DO NOT DESCRIBE ALL
THE RISKS OF AN INVESTMENT IN NOTES DENOMINATED IN, OR THE PAYMENT OF WHICH IS
RELATED TO THE VALUE OF, A FOREIGN CURRENCY OR A COMPOSITE CURRENCY. THE
MATERIAL RISKS RELATED TO THE PURCHASE OF ANY SUCH NOTES WILL BE DISCLOSED TO
PROSPECTIVE INVESTORS IN THE APPLICABLE PRICING SUPPLEMENT RELATING TO ANY SUCH
NOTES. IN ADDITION, PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND
LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN NOTES DENOMINATED
IN, OR THE PAYMENT OF WHICH IS RELATED TO THE VALUE OF, SPECIFIED CURRENCIES
OTHER THAN U.S. DOLLARS. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR
INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
    
 
     Except as set forth below under "United States Tax
Considerations -- Non-U.S. Holders," the information set forth in this
Prospectus Supplement is directed to prospective purchasers who are United
States residents, and the Corporation disclaims any responsibility to advise
prospective purchasers who are residents of countries other than the United
States with respect to any matters that may affect the purchase, holding or
receipt of payments of principal, premium, if any, and interest on the Notes.
Such persons should consult their own counsel with regard to such matters.
 
     Governments have imposed from time to time, and may in the future impose,
exchange controls which could affect exchange rates as well as the availability
of a specified foreign currency at the time of payment of principal of, premium,
if any, or interest on a Note. Even if there are no actual exchange controls, it
is possible that the Specified Currency for any particular Note not denominated
in U.S. dollars would not be available when payments on such Note are due. In
that event, the Corporation would make required payments in U.S. dollars on the
basis of the Market Exchange Rate on the date of such payment, or if such rate
of exchange is not then available, on the basis of the Market Exchange Rate as
of the most recent practicable date. See "Description of Notes -- Payment
Currency."
 
     With respect to any Note denominated in, or the payment of which is related
to the value of, a foreign currency or currency unit, the applicable Pricing
Supplement will include information with respect to applicable current exchange
controls, if any, and historic exchange rate information on such currency or
currency unit. The information contained therein shall constitute a part of this
Prospectus Supplement and is furnished as a matter of information only and
should not be regarded as indicative of the range of or trends in fluctuations
in currency exchange rates that may occur in the future.
 
                                      S-20
   22
 
GOVERNING LAW AND JUDGMENTS
 
     The Notes will be governed by and construed in accordance with the laws of
the State of New York. In the event an action based on Notes denominated in a
Specified Currency other than U.S. dollars were commenced in a Federal or State
court in the United States, it is likely that such court would grant judgment
relating to the Notes only in U.S. dollars. The date used to determine the rate
of conversion of a Specified Currency into United States dollars will depend
upon various factors, including which court renders the judgment. In the event
of an action based on Notes denominated in a Specified Currency other than U.S.
dollars in a state court in the State of New York, such court would be required
to render such judgment in the Specified Currency in which the Note is
denominated, and such judgment would be converted into U.S. dollars at the
exchange rate prevailing on the date of entry of the judgment.
 
                        UNITED STATES TAX CONSIDERATIONS
 
     In the opinion of Thompson, Hine and Flory, special tax counsel to the
Corporation, the following summary accurately describes certain material United
States federal income tax statutory and regulatory provisions which may pertain
to the purchase, ownership and disposition of Notes as of the date hereof. This
summary is based on laws, regulations, rulings and decisions now in effect (or,
in the case of certain regulations, in proposed form) all of which are subject
to change (including changes in effective dates) or possible differing
interpretations, which could result in federal income tax consequences different
from those discussed below. It deals only with Notes held as capital assets and
does not purport to deal with persons in special tax situations, such as
financial institutions, insurance companies, regulated investment companies,
dealers in securities or currencies, persons holding Notes as a hedge against
currency risks or as a position in a "straddle" for tax purposes, or persons
whose functional currency is not the United States dollar. It does not deal with
Notes other than Notes in the registered form. The federal income tax
consequences of purchasing, holding or disposing of Amortizing Notes, Extendible
Notes, Renewable Notes, Indexed Notes, Foreign Currency Notes (other than the
Single Foreign Currency Notes) and Floating Rate Notes that provide for one Base
Rate followed by a different Base Rate, a Base Rate followed by a fixed rate, or
a fixed rate followed by a Base Rate will be set out in the applicable pricing
supplement. It also does not deal with holders other than original purchasers.
Additional tax considerations or consequences may result from the particular
terms established in any Pricing Supplement or in any Note. This opinion is
limited to the present laws of the United States, and Thompson Hine and Flory
assumes no obligation to revise or supplement this opinion with respect to Notes
issued pursuant to this Registration Statement in the event the present laws
referred to above change by legislative action, judicial decision, or otherwise,
or the facts as they presently exist change to the extent any such changes occur
after the date of issue. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP, OR
DISPOSITION OF THE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATIONS AS WELL AS ANY CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE NOTES ARISING UNDER THE LAWS OF ANY OTHER TAXING
JURISDICTION.
 
     As used herein, a "U.S. Holder" of a Note means a beneficial owner of a
Note that is for United States federal income tax purposes (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States, any state, or of
any political subdivision thereof, or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source. As used herein, the term "Non-U.S. Holder" means a holder of a Note that
is not a U.S. Holder.
 
     "Single Foreign Currency Note" means a Note on which all payments a holder
is entitled to receive are denominated in or determined by reference to the
value of a single Foreign Currency. "Foreign Currency" means a currency or
currency unit, other than a hyperinflationary currency or the U.S. dollar.
 
PAYMENTS OF INTEREST
 
     Payments of interest on a Note generally will be taxable to a U.S. Holder
as ordinary interest income at the time such payments are accrued or received in
accordance with the U.S. Holder's method of accounting for tax purposes.
 
                                      S-21
   23
 
ORIGINAL ISSUE DISCOUNT AND ACQUISITION DISCOUNT
 
     Notes with a term greater than one year may be issued with original issue
discount for United States federal income tax purposes (a "Discount Note").
Generally, original issue discount will arise if the stated redemption price at
maturity (generally, the principal amount) of a Note exceeds its issue price by
more than a de minimis amount or if a Note has certain interest payment
characteristics (e.g., interest holidays, interest payable in additional notes,
stepped interest rates or interest rates based upon multiple indices). The issue
price of Discount Notes that are issued for cash will be the first price at
which a substantial amount of the Discount Notes in such issue are sold. If a
Note is issued with original issue discount, a holder of the Note will be
required to include amounts in gross income for United States federal income tax
purposes on an accrual basis using the constant yield to maturity method and, as
a result, a holder may be required to include such amount in income in advance
of receipt of the cash payments to which such amounts are attributable. Any
amounts included in income as original issue discount with respect to a Discount
Note will increase a U.S. Holder's adjusted tax basis in the Discount Note.
 
     In addition, Floating Rate Notes may be subject to rules that differ from
these general rules. Prospective investors should consult their own tax advisors
with respect to the tax consequences of any prospective purchase of Floating
Rate Notes. The following summary is based upon Treasury Regulations which were
published in the Federal Register on February 2, 1994 and which became effective
as Final Treasury Regulations on April 4, 1994 (the "OID Regulations"), and
Proposed Treasury Regulations published in the Federal Register on December 16,
1994 (the "Proposed Regulations").
 
     In general, a Note will be treated as a "variable rate debt instrument" for
purposes of the OID Regulations if the Note is issued for an amount that does
not exceed the total noncontingent principal payments by more than an amount
equal to the lesser of (i) 0.015 multiplied by the product of the total
noncontingent principal and the number of complete years to maturity from the
issue date; or (ii) 15% of the total noncontingent principal payments. In
addition, to be a variable rate debt instrument, the Note must bear stated
interest (compounded or paid at least annually) at (i) one or more qualified
floating rates, (ii) a single fixed rate and one or more qualified floating
rates, (iii) a single objective rate or (iv) a single fixed rate and a single
objective rate that is a "qualified inverse floating rate". A qualified floating
rate or objective rate must be set at a "current value" of that rate; a "current
value" is the value of the variable rate on any day that is no earlier than
three months prior to the first day on which that value is in effect and no
later than one year following that day. A "qualified floating rate" generally is
a rate the variations in the value of which can reasonably be expected to
measure contemporaneous variations in the cost of newly borrowed funds in the
currency in which the Note is denominated. A qualified floating rate may be
multiplied by a fixed, positive multiple not exceeding 1.35, which may be
increased or decreased by a fixed rate. Certain combinations of rates constitute
a single qualified floating rate, including (i) interest stated at a fixed rate
for an initial period of less than one year followed by a qualified floating
rate if the value of the floating rate at the issue date is intended to
approximate the fixed rate, and (ii) two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the debt instrument. A combination of such rates is conclusively
presumed to be a single qualified floating rate if the values of all rates on
the issue date are within 0.25 percentage points of each other. A variable rate
that is subject to an interest rate cap, floor, governor or similar restriction
on rate adjustment may be a qualified floating rate only if such restriction is
fixed throughout the term of the debt instrument, or is not reasonably expected
as of the issue date to cause the yield on the debt instrument to differ
significantly from its expected yield absent the restriction. An "objective
rate" is a rate (other than a qualified floating rate) that is determined using
a single fixed formula and that is based on: (i) one or more qualified floating
rates, (ii) one or more rates each of which would be a qualified floating rate
for a debt obligation denominated in a currency other than currency in which the
debt instrument is denominated, (iii) the yield or change in the price of one or
more items of actively traded personal property, other than the stock or debt of
the issuer or a related party, or (iv) a combination of the rates described in
(i)-(iii) herein. The Proposed Regulations would alter the definition of
"objective rate" to a rate (other than a qualified floating rate) that is
determined by using a single fixed formula and that is based on objective
financial or economic information (other than a rate based on information that
is within the control of the issuer (or related party) or that is unique to the
circumstances of the issuer (or related party), such as dividends, profits or
the value of the issuer's stock); such change is proposed to be effective for
debt
 
                                      S-22
   24
 
instruments issued on or after the date that is 60 days after final regulations
are published in the Federal Register. The Internal Revenue Service (the "IRS")
may designate other variable rates that will be treated as objective rates.
However, a variable rate is not an objective rate if it is reasonably expected
that the average value of the rate during the first half of the debt
instrument's term will differ significantly from the average value of such rate
during the final half of its term. A "qualified inverse floating rate" is a rate
that is equal to a fixed rate minus a qualified floating rate and the variations
in which can reasonably be expected to inversely reflect contemporaneous
variations in the cost of newly borrowed funds, disregarding certain
restrictions on such rate such as caps, floors or governors. Finally, the
Proposed Regulations specify that a variable rate debt instrument may not
provide for any principal payments that are contingent. A payment is not
considered contingent if, as of the issue date, the contingency is either remote
or incidental.
 
     In general, the rules for determining the amount and accrual of original
issue discount and qualified stated interest on a variable rate debt instrument
convert the debt instrument into a fixed rate debt instrument and then apply the
general original issue discount rules to the debt instrument. If a Note bears
interest that is unconditionally payable at least annually at a single qualified
floating rate or an objective rate, all stated interest is qualified stated
interest. In the case of a single qualified floating rate or a qualified inverse
floating rate, the accrual of original issue discount is determined by assuming
that the rate is fixed upon issuance at the initial value of the interest rate.
In the case of an objective interest rate (other than a qualified inverse
floating rate), the accrual of original issue discount is calculated by assuming
that the Note bears interest at a fixed rate that reflects the yield that is
reasonably expected for the Note. If a Note bears interest at a variable rate
other than a single qualified floating rate or objective rate, the amount and
accrual of original issue discount are generally determined by converting the
variable rate debt instrument into a fixed rate debt instrument as generally
described above, applying the general original issue discount rules, and then
making appropriate adjustments for actual interest rates under the Note. The
Proposed Regulations clarify that the qualified stated interest allocable to an
accrual period is increased (or decreased) if the interest actually paid during
an accrual period exceeds (or is less than) the interest assumed to be paid
during the accrual period; such clarification is proposed to be effective for
debt instruments issued on or after April 4, 1994.
 
     Notes that provide for a variable rate of interest but that do not qualify
as variable rate debt instruments are contingent payment debt instruments. The
tax treatment for contingent payment debt instruments is not entirely clear
under current law. The Proposed Regulations (proposed to be effective for debt
instruments issued on or after the date that is 60 days after final regulations
are published in the Federal Register) adopt the "noncontingent bond method" for
contingent payment debt instruments that are issued for cash or publicly traded
property. Under the noncontingent bond method, a projected payment schedule is
determined for a debt instrument as of the issue date, and interest accrues on
the debt instrument based on this schedule. The projected payment schedule
includes all noncontingent payments as well as a projected amount for each
contingent payment. Appropriate adjustments are made to account for any
difference between the projected amount of a contingent payment and the actual
amount of the payment. The projected amounts are, in effect, treated as fixed,
and interest accrual is required based on these projected amounts as imputed
interest. Thus, the noncontingent bond method may result in recognition of
income prior to the receipt of cash. Prospective investors should consult their
own tax advisors with respect to the application of the contingent payment debt
instrument provisions to Floating Rate Notes.
 
     The OID Regulations provide special rules for Notes subject to
contingencies, including optional redemption. Notes which may be redeemed in
whole or in part prior to their Stated Maturity will be treated as having a
maturity date for federal income tax purposes on such redemption date if such
redemption would result in a lower yield to maturity in the case of a redemption
at the issuer's option or a higher yield to maturity in the case of a redemption
at the holder's option. Notice will be given in the applicable Pricing
Supplement when the Corporation determines that a particular Note will be deemed
to have a maturity date for federal income tax purposes prior to its Stated
Maturity. Investors intending to purchase Notes with such features should
consult their own tax advisors, since the original issue discount consequences
will depend, in part, on the particular terms and features of such Notes.
 
                                      S-23
   25
 
SHORT-TERM NOTES
 
     Notes that have a fixed maturity of one year or less ("Short-Term Notes")
generally will be deemed to have been issued with original issue discount
(generally, the excess of the Short-Term Note's principal amount, plus all
interest payable on the Note, over the Note's purchase price). In general, an
individual or other cash method U.S. Holder is not required to accrue original
issue discount on a Short-Term Note unless the holder elects to do so. If such
an election is not made, any gain recognized by the U.S. Holder on a taxable
disposition (including the maturity) of a Short-Term Note will be ordinary
income to the extent of the original issue discount accrued on a straight-line
basis, or upon election on a constant yield method (based on daily compounding)
through the date of sale or maturity, and a portion of the deductions otherwise
allowable to the U.S. Holder for interest on borrowings allocable to a
Short-Term Note will be deferred until a corresponding amount of income is
realized. U.S. Holders who report income for federal income tax purposes under
the accrual method, and certain other holders, including banks and dealers in
securities, are required to accrue original issue discount on a Short-Term Note
on a straight line basis unless an election is made to accrue the original issue
discount under a constant yield method (based on daily compounding).
 
MARKET DISCOUNT
 
     If a U.S. Holder purchases a Note, other than a Discount Note, for an
amount that is less than its issue price or, in the case of a Discount Note, for
an amount that is less than its adjusted issue price as of the purchase date,
the amount of such difference will be treated as "market discount" for United
Stated federal income tax purposes, unless such difference is less than a
specified de minimis amount. Under the market discount rules, a U.S. Holder will
be required to treat any gain in the sale, exchange, retirement or other taxable
disposition of a Note as ordinary income to the extent that any market discount
has accrued with respect to such Note and was not previously included in income
by the U.S. Holder (pursuant to an election by the U.S. Holder to include such
market discount in income as it accrues) at the time of such disposition. Market
discount is accrued on a straight line basis unless the U.S. Holder elects to
accrue market discount under a constant yield method. If the Note is disposed of
in a nontaxable transaction (other than a nonrecognition transaction described
in Section 1276(c) of the Internal Revenue Code of 1986, as amended (the
"Code")), a U.S. Holder will include any accrued market discount in ordinary
income (generally, as interest) as if such holder had sold the Note at its then
fair market value. In addition, the holder may be required to defer, until the
maturity of the Note or its earlier disposition in a taxable transaction,
deductions for all or a portion of the interest expense on any indebtedness
incurred or maintained to purchase or carry such Note.
 
ACQUISITION PREMIUM; AMORTIZABLE BOND PREMIUM
 
     A U.S. Holder who purchases a Note for an amount that is greater than its
adjusted issue price but equal to or less than its stated redemption price at
maturity (generally, the sum of all amounts payable on the Note after the
purchase date other than payments of qualified stated interest) will be
considered to have purchased such Note at an "acquisition premium." Under the
acquisition premium rules, the amount of original issue discount which such
holder must include in its gross income with respect to such Note for any
taxable year will be reduced by the portion of such acquisition premium properly
allocable to such taxable year.
 
     A U.S. Holder who purchases a Note for an amount in excess of the Note's
stated redemption price at maturity will be considered to have purchased the
Note at a "premium" and will not be required to include any original issue
discount in income. However, if the Note may be optionally redeemed after the
U.S. Holder acquires it at a price in excess of its stated redemption price at
maturity, special rules may apply which could result in a deferral of the
amorization of some bond premium until later in the term of the Note. A U.S.
Holder generally may elect to amortize this premium over the remaining term of
the Note on a constant yield method. The amount amortized in any taxable year
will be treated as a reduction of the U.S. Holder's interest income from the
Note. If a U.S. Holder does not make such an election, the amount of such
premium will decrease the gain or increase the loss otherwise recognized on a
taxable disposition of the Note. If a U.S. Holder elects to amortize premium on
a constant yield method, such election will apply to all debt obligations held
or subsequently acquired by the electing U.S. Holder on or after the first day
of the first taxable year to which the election applies and may not be revoked
without the consent of the IRS.
 
                                      S-24
   26
 
ELECTION TO TREAT ALL INTEREST AS ORIGINAL ISSUE DISCOUNT
 
     Under the OID Regulations, a U.S. Holder may elect to treat all interest on
any Note as original issue discount and calculate the amount includable in gross
income under the constant yield method described above. For the purposes of this
election, interest includes stated interest, acquisition discount, original
issue discount, de minimis original issue discount, market discount, de minimis
market discount and unstated interest, as adjusted by any amortizable bond
premium or acquisition premium. If a U.S. Holder makes this election for a Note
with market discount or amortizable bond premium, the election is treated as an
election under the market discount or amortizable bond premium provisions,
described above, and the electing U.S. Holder will be required to amortize bond
premium or include market discount in income currently for all of the holder's
other debt instruments with market discount or amortizable bond premium. The
election is to be made for the taxable year in which the U.S. Holder acquired
the Note, and may not be revoked without the consent of the IRS. U.S. Holders
should consult with their own tax advisors about this election.
 
DISPOSITION OF A NOTE
 
     Except as discussed above, upon the sale, exchange or retirement of a Note,
a U.S. Holder generally will recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or retirement of
the Note and such holder's adjusted tax basis in the Note. A U.S. Holder's
adjusted tax basis in a Note generally will equal such U.S. Holder's initial
investment in the Note increased by any original issue discount included in
income (and accrued market discount, if any, if the U.S. Holder has elected to
include such market discount in income) and decreased by the amount of any
payments made with respect to the Notes, other than payments of qualified stated
interest, and the amount of any amortizable bond premium taken with respect to
such Note. Such gain or loss generally will be long term capital gain or loss if
the Note is held for more than one year.
 
NON-U.S. HOLDERS
 
     A Non-U.S. Holder will not be subject to United States federal income taxes
on payments of principal or interest (including original issue discount, if any)
on a Note, unless such Non-U.S. Holder is (i) a direct or indirect 10% or
greater shareholder of the Corporation that issued such Note, (ii) a controlled
foreign corporation related to the Corporation that issued such Note, or (iii) a
bank described in section 881(c)(3)(A) of the Code. To qualify for the
"portfolio interest" exemption described above, the last United States payor in
the chain of payment prior to payment to a Non-U.S. Holder (the "Withholding
Agent") must be received in the year in which a payment of interest or principal
occurs, or in either of the two preceding calendar years, a statement that (i)
is signed by the beneficial owner of the Note under penalties of perjury, (ii)
certifies that such owner is not a U.S. Holder and (iii) provides the name and
address of the beneficial owner. The statement may be made on an IRS Form W-8 or
a substantially similar form, and the beneficial owner must inform the
Withholding Agent of any change in the information on the statement within 30
days of such change. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide a signed statement to the Withholding Agent. However, in
such case, the signed statement must be accompanied by a copy of the IRS Form
W-8 or the substitute form provided by the beneficial owner to the organization
or institution. The Treasury Department is considering implementation of further
certification requirements aimed at determining whether the issuer of a debt
obligation is related to holders thereof.
 
     Generally, a Non-U.S. Holder will not be subject to United States federal
income or withholding taxes on any amount of capital gain recognized by the
Non-U.S. Holder upon a sale, retirement or disposition of a Note, provided (i)
such capital gain is not effectively connected with the conduct of a trade or
business in the United States by the Non-U.S. Holder, and (ii) in the case of an
individual, the Non-U.S. Holder is not present in the United States for 183 days
or more in the taxable year in which the sale, retirement or disposition takes
place or certain other conditions are not met. Certain other exemptions may be
applicable, and a Non-U.S. Holder should consult its own tax advisor in this
regard.
 
                                      S-25
   27
 
UNITED STATES ESTATE TAX CONSIDERATIONS
 
     The Notes will not be includible in the estate of a Non-U.S. Holder unless
the individual is a direct or indirect 10% or greater shareholder of the
Corporation or, at the time of such individual's death, payments in respect of
the Notes would have been effectively connected with the conduct by such
individual of a trade or business in the United States.
 
FOREIGN CURRENCY NOTES
 
     A holder who uses the cash method of accounting and who receives a payment
of interest (including qualified stated interest) in Foreign Currency with
respect to a Note (other than with respect to a Discount Note, except to the
extent any qualified stated interest is received) will be required to include in
income the U.S. dollar value of the Foreign Currency payment (determined based
on the "spot" exchange rate in effect on the date such payment is received)
regardless of whether the payment is in fact converted to U.S. dollars at that
time, and such U.S. dollar value will be the holder's tax basis in the Foreign
Currency.
 
     A holder (to the extent the preceding paragraph is not applicable) will be
required to include in income the U.S. dollar value of the amount of interest
income (including original issue discount) that has accrued and is otherwise
required to be taken into account with respect to a Single Foreign Currency Note
during an accrual period. The U.S. dollar value of such accrued interest income
will be determined by translating such income at the average rate of exchange
for the accrual period or, with respect to an interest accrual period that spans
two taxable years, at the average rate for the partial period within the taxable
year. The average rate of exchange for the interest accrual period (or partial
period) is the simple average of the "spot" exchange rates for each business day
of such period or other average exchange rate for the period if such rate is
reasonably derived and consistently applied by the taxpayer. Such holder may
elect to determine the U.S. dollar value of any interest income accrued in a
Foreign Currency under an alternative method, as described below under "Spot
Rate Convention Election." Such holder will recognize ordinary income or loss
with respect to Foreign Currency relating to accrued interest income on the date
such income is actually received. The amount of ordinary income or loss
recognized on the date such interest is actually received will equal the
difference between the U.S. dollar value of the Foreign Currency payments
received (determined by using the "spot" exchange rate in effect on the date
such payment is received) in respect of such accrual period and the U.S. dollar
value of the interest income that has accrued during such accrual period as
determined by using one of the two conventions described above.
 
     A holder will have a tax basis in any Foreign Currency received on the
sale, exchange or retirement of a Single Foreign Currency Note equal to the U.S.
dollar value of such Foreign Currency, determined by using the "spot" exchange
rate in effect at the time of such sale, exchange or retirement. Any gain or
loss realized by a holder on a sale or other disposition of Foreign Currency
(including its exchange for U.S. dollars or its use to purchase Single Foreign
Currency Notes) will be ordinary income or loss.
 
     A holder's tax basis in a Single Foreign Currency Note, and the amount of
any subsequent adjustment to such holder's tax basis, will be the U.S. dollar
value of the Foreign Currency amount paid for such Single Foreign Currency Note,
or of the Foreign Currency amount of the adjustment, determined on the date of
such purchase or adjustment. A holder who converts U.S. dollars to a Foreign
Currency and immediately uses that currency to purchase a Single Foreign
Currency Note denominated in the same currency ordinarily will not recognize
gain or loss in connection with such conversion and purchase. However, a holder
who purchases a single Foreign Currency Note with previously owned Foreign
Currency will recognize ordinary income or loss in an amount equal to the
difference, if any, between such holder's tax basis in the Foreign Currency and
the U.S. dollar fair market value of the Single Foreign Currency Note on the
date of purchase.
 
     Gain or loss realized with respect to principal upon the sale, exchange or
retirement of a Single Foreign Currency Note will be ordinary income or loss to
the extent it is attributable to fluctuations in currency exchange rates. Gain
or loss attributable to fluctuations in exchange rates will equal the difference
between the U.S. dollar value of the Foreign Currency principal amount of such
Note, determined by using the "spot" exchange rate in effect on the date such
payment is received or such Note is disposed of and the U.S. dollar value of the
Foreign Currency principal amount of such Note, determined by using the "spot"
exchange rate in effect on the date such Holder acquired such Note. The foreign
currency principal amount of a Single
 
                                      S-26
   28
 
Foreign Currency Note generally equals the issue price in foreign currency of
such Note. Such foreign currency gain or loss will be recognized only to the
extent of the total gain or loss recognized by a holder on the sale, exchange or
retirement of the single Foreign Currency Note. The source of exchange gain or
loss will be determined by reference to the residence of the holder or the
"qualified business unit" of the holder on whose books the Note is properly
reflected. Any gain or loss recognized by such a holder in excess of such
foreign currency gain or loss will be capital gain or loss (except in the case
of an original issue Discount Note, to the extent of any accrued original issue
discount), and generally will be long-term capital gain or loss if the holding
period of the single Foreign Currency Notes exceeds one year.
 
     Any gain or loss which is treated as ordinary income or loss, as described
above, generally will not be treated as interest income or expense except to the
extent provided by administrative pronouncements of the Internal Revenue
Service.
 
     The amount of original issue discount on a Foreign Currency Note is
determined in the relevant foreign currency. The amount of such original issue
discount that is taken into account currently under general rules applicable to
Notes other than single Foreign Currency Notes is to be determined for any
accrual period in the relevant foreign currency and then translated into U.S.
dollars on the basis of the average exchange rate in effect during such accrual
period (or, with respect to an accrual period that spans two taxable years, the
partial period within the taxable year) unless the holder elects to use the
alternative method, as described below under "Spot Rate Convention Election."
 
SPOT RATE CONVENTION ELECTION
 
     For taxable years beginning after March 17, 1992, a United States Holder
may elect to translate foreign currency original issue discount (and, in the
case of an accrual basis United States Holder, accrued interest) into U.S.
dollars at the exchange rate in effect on the last day of an accrual period for
such original issue discount or interest, or in the case of the accrual period
that spans two taxable years, at the exchange rate in effect on the last day of
the partial period within the taxable year. Additionally, if a payment of
original issue discount or interest is actually received within five business
days of the last day of the accrual period or partial accrual period within the
taxable year, an electing United States Holder may instead translate such
original issue discount or accrued interest into U.S. dollars at the exchange
rate in effect on the date of such receipt. Any such election will apply to all
debt instruments held by the United States Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the United
States Holder, and will be irrevocable without the consent of the Internal
Revenue Service.
 
BACKUP WITHHOLDING AND INFORMATION REPORTING
 
     Backup withholding of United States federal income tax may apply at a rate
of 31% to payments including original issue discount made in respect of the
Notes to holders who are not "exempt recipients" and who fail to provide and
certify certain identifying information (such as the holder's taxpayer
identification number) in the required manner. Generally, individuals are not
exempt recipients, whereas corporations and certain other entities generally are
exempt recipients. Payments made in respect of the Notes to a U.S. Holder must
be reported to the IRS, unless the U.S. Holder establishes that it is an exempt
recipient or otherwise establishes an exemption. Compliance with the
identification procedures described in the preceding section generally would
establish an exemption from backup withholding for Non-U.S. Holders who are not
exempt recipients.
 
     In addition, upon the sale of a Note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either (i) the broker
determines that the seller is a corporation or other exempt recipient or (ii)
the seller provides, in the required manner, certain identifying information
and, in the case of a Non-U.S. Holder, certifies that such seller is a Non-U.S.
Holder (and certain other conditions are met). Such a sale must also be reported
by the broker to the IRS, unless the broker determines that the seller is an
exempt recipient or the seller certifies its Non-U.S. status (and certain other
conditions are met). Certification of the registered owner's Non-U.S. status
generally would be made on an IRS Form W-8 under penalties of perjury, although
in certain cases it may be possible to submit other documentary evidence.
 
                                      S-27
   29
 
     Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States federal income tax provided the required
information is furnished to the IRS.
 
     THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR
SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING
THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE
POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
 
                              PLAN OF DISTRIBUTION
 
     The Notes are being offered on a continuous basis by the Corporation
through Salomon Brothers Inc, CS First Boston Corporation, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. (the "Agents"), each of which will agree to use
its reasonable efforts to solicit offers to purchase Notes. The Corporation will
have the sole right to accept offers to purchase Notes and may reject any offer
to purchase Notes in whole or in part. An Agent will have the right to reject
any offer to purchase Notes solicited by it in whole or in part. Payment of the
purchase price of the Notes will be required to be made in immediately available
funds. Unless otherwise specified in the applicable Pricing Supplement, with
respect to Notes with a Stated Maturity of from nine months to 30 years from the
date of issue, the Company will pay each Agent a commission, in the form of a
discount ranging from .125% to .750% of the principal amount of each Note,
depending upon the Stated Maturity, sold through such Agent. With respect to
Notes with a Stated Maturity that is longer than 30 years from the date of issue
sold through any Agent, the rate of commission will be negotiated at the time of
sale and will be specified in the applicable Pricing Supplement. The Corporation
may appoint additional agents to solicit sales of the Notes or accept (but not
solicit) offers from additional agents for the sale of Notes; provided that any
such solicitation and sale of the Notes shall be on the same terms and
conditions as the Agents have agreed to. The Corporation may also sell Notes
directly to investors on its own behalf. In the case of sales made directly by
the Corporation, no commission will be payable.
 
     The Corporation may also sell Notes to an Agent as principal for its own
account or to a group of underwriters for whom an Agent acts as representative
at discounts or premiums to be agreed upon at the time of sale. Such Notes may
be resold to investors and other purchasers at prevailing market prices, or
prices related thereto at the time of such resale, at negotiated prices or
otherwise, as determined by the Agent. In addition, the Agents may offer the
Notes they have purchased as principal to other dealers. The Agents may sell
Notes to any dealer at a discount and, unless otherwise specified in the
applicable Pricing Supplement, such discount allowed to any dealer will not be
in excess of the discount received by such Agent from the Corporation unless
otherwise specified in the applicable Pricing Supplement. After the initial
public offering of Notes to be resold to investors and other purchasers on a
fixed public offering price basis, the public offering price, concession and
discount may be changed.
 
     An Agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). The Corporation and
the Agents have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
made in respect thereof. The Corporation has also agreed to reimburse the Agents
for certain expenses, including the fees and expenses of counsel.
 
     The Corporation does not intend to apply for the listing of the Notes on
any national or regional securities exchange. The Corporation has been advised
by the Agents that the Agents intend to make a market in the Notes, as permitted
by applicable laws and regulations. The Agents are not obligated to do so,
however, and the Agents may discontinue making a market at any time without
notice. No assurance can be given as to the liquidity of any trading market for
the Notes.
 
     Concurrently with the offering of Notes through the Agents as described
herein, the Corporation may issue other Securities as described in the
accompanying Prospectus.
 
                                      S-28
   30
 
     In the ordinary course of their respective businesses, certain of the
Agents and their affiliates have engaged, and may in the future engage, in
investment banking and commercial banking transactions with the Corporation and
certain of its affiliates.
 
                             VALIDITY OF THE NOTES
 
     The validity of the Notes will be passed upon for the Corporation by any
Senior Managing Counsel to the Corporation authorized to render an opinion in
the State of Ohio, and for the Agents by Shearman & Sterling, New York, New
York. The Senior Managing Counsel to the Corporation will rely as to all matters
of New York law upon the opinion of Shearman & Sterling. Shearman & Sterling
will rely as to all matters of Ohio law upon the opinion of the Senior Managing
Counsel to the Corporation. Thompson, Hine and Flory will pass on certain tax
matters related to the Notes. See "United States Tax Considerations."
 
     The opinion of the Senior Managing Counsel to the Corporation and Shearman
& Sterling will be conditioned upon, and subject to certain assumptions
regarding, future action required to be taken by the Corporation and the Trustee
in connection with the issuance and sale of Notes, the specific terms of Notes
and other matters which may affect the validity of Notes but which cannot be
ascertained on the date of such opinions. As of March 24, 1995, attorneys at
Thompson, Hine and Flory owned an aggregate of approximately 26,888 common
shares of the Corporation. In addition, as of March 24, 1995, the Senior
Managing Counsel to the Corporation currently authorized to render the opinion
on behalf of the Corporation owned approximately 2,700 common shares of the
Corporation and options to purchase 6,500 common shares of the Corporation which
were exercisable within 60 days of such date.
 
                                      S-29
   31
 
PROSPECTUS
 
   
                    
        DEBT SECURITIES        DEBT WARRANTS
        PREFERRED STOCK        PREFERRED STOCK WARRANTS
        DEPOSITARY SHARES      DEPOSITARY SHARE WARRANTS
        COMMON SHARES          COMMON SHARE WARRANTS
        CAPITAL SECURITIES

        
    
 
    KeyCorp, an Ohio corporation (the "Corporation"), intends to issue from time
to time, either separately or together, (i) one or more series of its unsecured
debt securities, which may be either senior debentures, notes, bonds, and/or
other evidences of indebtedness (the "Senior Debt Securities") or subordinated
debentures, notes, bonds, and/or other evidences of indebtedness which may be
convertible at the option of a holder or the Corporation into Capital Securities
(as described herein) of the Corporation (the "Subordinated Debt Securities"
and, together with the Senior Debt Securities, the "Debt Securities"), (ii)
warrants to purchase Debt Securities (the "Debt Warrants"), (iii) shares of
Preferred Stock, with a par value of $1 each (the "Preferred Stock") which may
be convertible, at the option of the holder, into Common Shares or any other
class or series of Capital Securities of the Corporation or convertible at the
option of the Corporation into Capital Securities or other debt securities of
the Corporation, (iv) shares of Preferred Stock represented by depositary shares
("Depositary Shares"), (v) warrants to purchase shares of Preferred Stock (the
"Preferred Stock Warrants"), (vi) warrants to purchase Depositary Shares (the
"Depositary Share Warrants"), (vii) Common Shares, with a par value of $1 each
(the "Common Shares"), together with the related rights to purchase Common
Shares (the "Rights"), and (viii) warrants to purchase Common Shares, together
with the Rights, (the "Common Share Warrants," and together with the Debt
Warrants, the Preferred Stock Warrants, and the Depositary Share Warrants, being
collectively referred to herein as the "Securities Warrants") in amounts, at
prices, and on terms to be determined at the time of the offering. The Debt
Securities, Securities Warrants, Preferred Stock, Depositary Shares, and Common
Shares offered hereby, together with the Capital Securities, are collectively
referred to herein as the "Securities."
 
   
    The Securities offered pursuant to this Prospectus may be offered separately
or together in one or more series up to an aggregate initial public offering
price of $850,000,000 or the equivalent thereof in one or more foreign
currencies or units of one or more foreign currencies or composite currencies
(such as European Currency Units), at individual prices and on terms to be set
forth in one or more supplements to this Prospectus (each, a "Prospectus
Supplement"). The particular terms of the Securities offered by any Prospectus
Supplement will be described in the Prospectus Supplement relating to such
Securities (an "Applicable Prospectus Supplement").
    
 
    The Senior Debt Securities, when issued, will rank equally with all other
unsubordinated and unsecured indebtedness of the Corporation. The Subordinated
Debt Securities will be subordinate to all existing and future Senior
Indebtedness (as defined herein) of the Corporation and, in certain events
involving the insolvency of the Corporation, to Other Senior Obligations (as
defined herein) of the Corporation. See "Description of Debt
Securities -- Subordination of Subordinated Debt Securities." The Debt
Securities of any series may be issued with Securities Warrants, and, in the
case of the Subordinated Debt Securities, may be convertible into Capital
Securities of the Corporation. Unless otherwise indicated in a Prospectus
Supplement, the maturity of the Subordinated Debt Securities will be subject to
acceleration only in the event of certain events of bankruptcy, insolvency, or
reorganization of the Corporation or upon receivership of a Major Bank (as
defined herein). See "Description of Debt Securities -- Subordination of
Subordinated Debt Securities".
 
    The specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in a Prospectus Supplement and, among other
things, will include, where applicable, (i) in the case of Debt Securities, the
specific designation, aggregate principal amount, currency, denomination,
maturity, priority, premium, if any, rate of interest (which may be variable or
fixed), time of payment of interest, terms for optional redemption or repayment
by the Corporation or any holder and for sinking fund payments, terms for
conversion, the initial public offering price, any special provisions related to
Debt Securities denominated in a foreign currency or issued as medium-term
notes, original issue discount securities, or with other special terms, and the
designation of any applicable trustee, security registrar, or paying agent, (ii)
in the case of shares of Preferred Stock, the specific title and stated value,
number of shares or fractional interests therein, any dividend, liquidation,
redemption, voting, and other rights, the terms for conversion, the initial
public offering price, and whether such shares are to be issued as Depositary
Shares, and, if so, the fraction of a share to be represented by each Depositary
Share and the designation of the Depositary (as defined herein), (iii) in the
case of Common Shares, the aggregate number of shares offered and the initial
offering price, and (iv) in the case of Securities Warrants, where applicable,
the applicable type and amount of securities covered thereby, and, where
applicable, the aggregate amount, duration, offering price, exercise price, and
detachability.
 
    A Prospectus Supplement will also contain information, where applicable,
about certain U.S. Federal income tax, accounting, and other considerations
relating to, and any listing on a securities exchange of, the Securities covered
by the Prospectus Supplement.
 
    THE SECURITIES WILL BE OBLIGATIONS OF THE CORPORATION, ARE NOT AND WILL NOT
BE SAVINGS ACCOUNTS, DEPOSITS, OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK
SUBSIDIARY OF THE CORPORATION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION
INSURANCE FUND, OR ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY.
                            ------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
      THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
       THE CONTRARY IS A CRIMINAL OFFENSE
                               ------------------
 
    The Securities may be sold to underwriters pursuant to the terms of the
offering fixed at the time of sale, directly by the Corporation, or through
dealers or agents designated from time to time by the Corporation, which agents
may be affiliates of the Corporation. Each Prospectus Supplement will set forth
the names of the underwriters, dealers, or agents, if any, and any applicable
fees, commissions, or discounts and the net proceeds to the Corporation from
such sale together with the terms of the offering. The Corporation may also
issue contracts under which the counterparty may be required to purchase Debt
Securities, Preferred Stock, or Depositary Shares. Such contracts would be
issued with the Debt Securities, Preferred Stock, Depositary Shares, and/or
Securities Warrants in amounts, at prices, and on terms to be set forth in a
Prospectus Supplement. See "Plan of Distribution."
 
   
                 THE DATE OF THIS PROSPECTUS IS APRIL 21, 1995.
    
   32
 
                             AVAILABLE INFORMATION
 
     The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information filed by the Corporation can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at The Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, Thirteenth
Floor, New York, New York 10048. Copies of such material can be obtained by mail
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Certain securities of the
Corporation are listed on the New York Stock Exchange, and such reports, proxy
statements, and other information concerning the Corporation also may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
 
     This Prospectus constitutes part of a registration statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Corporation with the Commission under the Securities
Act. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted from this Prospectus
in accordance with the rules and regulations of the Commission. Reference is
made to the Registration Statement and to the exhibits thereto for further
information pertaining to the Corporation and the Securities offered hereby. The
Registration Statement (and exhibits thereto) may be inspected without charge at
the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies thereof may be obtained from the Commission at prescribed rates.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed by the Corporation with the
Commission pursuant to Sections 12 or 13 of the Exchange Act:
 
          1. The Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1994;
 
   
          2. The Corporation's Current Reports on Form 8-K, filed on January 20,
     1995 and April 20, 1995;
    
 
          3. The description of the Corporation's Common Shares and the Rights
     to purchase Common Shares contained in the Corporation's Registration
     Statement on Form 8-A dated July 31, 1992 as amended by Form 8-A/A filed on
     February 25, 1994 under Section 12 of the Exchange Act; and
 
          4. The description of the Corporation's 10% Cumulative Preferred
     Stock, Class A (the "10% Cumulative Preferred Stock") and the Depositary
     Shares representing one-fifth of one share of 10% Cumulative Preferred
     Stock contained in the Corporation's Registration Statement on Form 8-A,
     filed on February 23, 1994 under Section 12 of the Exchange Act.
 
     All reports subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the
offering of the Securities offered hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a Prospectus Supplement, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
     THE CORPORATION WILL PROVIDE UPON REQUEST AND WITHOUT CHARGE TO EACH PERSON
TO WHOM THIS PROSPECTUS IS DELIVERED A COPY OF ANY OR ALL OF THE FOREGOING
DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED THEREIN BY REFERENCE). WRITTEN
REQUESTS SHOULD BE DIRECTED TO CARTER B. CHASE, EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL, AND SECRETARY, KEYCORP, 127 PUBLIC SQUARE, CLEVELAND, OHIO
44114-1306 (TELEPHONE (216) 689-3000).
 
                                        2
   33
 
     NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION OR ANY UNDERWRITER OR AGENT. THIS PROSPECTUS MAY NOT BE USED TO
CONSUMMATE SALES OF THE SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH THEY RELATE AND DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF OR THEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO SUCH DATE.
 
     UNLESS OTHERWISE INDICATED, CURRENCY AMOUNTS IN THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT ARE STATED IN U.S. DOLLARS ("$," "DOLLARS," "U.S.
DOLLARS," OR "U.S. $").
 
                                        3
   34
 
                                THE CORPORATION
 
OVERVIEW
 
     On March 1, 1994, KeyCorp, a financial services holding company
headquartered in Albany, New York, with approximately $33 billion in assets at
December 31, 1993 ("old KeyCorp"), merged into and with Society Corporation, a
financial services holding company headquartered in Cleveland, Ohio, with
approximately $27 billion in assets at December 31, 1993 ("Society"), pursuant
to an Agreement and Plan of Merger, and a related Supplemental Agreement to
Agreement and Plan of Merger, each dated as of October 1, 1993, and each as
amended. In the merger, Society, an Ohio corporation, was the surviving
corporation, but changed its name to KeyCorp (also referred to herein as the
"Corporation"). The merger was accounted for as a pooling of interests.
Accordingly, all financial data of KeyCorp set forth herein (or incorporated by
reference) has been restated to give effect to the merger of old KeyCorp into
and with Society.
 
     The merger of old KeyCorp into and with Society created a financial
services holding company which traces its roots back to 1825, when the first
predecessor of old KeyCorp was organized. At December 31, 1994, KeyCorp was one
of the nation's largest bank holding companies, based upon consolidated total
assets of approximately $66.8 billion.
 
     KeyCorp is a legal entity separate and distinct from its banking and other
subsidiaries. Accordingly, the right of KeyCorp, its security holders and its
creditors to participate in any distribution of the assets or earnings of its
banking and other subsidiaries is necessarily subject to the prior claims of the
respective creditors of such banking and other subsidiaries, except to the
extent that claims of KeyCorp in its capacity as a creditor of such banking and
other subsidiaries may be recognized.
 
     The executive offices of KeyCorp are located at 127 Public Square,
Cleveland, Ohio 44114-1306, and its telephone number is (216) 689-6300.
 
SUBSIDIARIES
 
     KeyCorp provides banking and other financial services across much of the
country's northern tier and in Florida through a network of subsidiaries
operating 1,272 full-service banking offices in 13 states, giving KeyCorp the
nation's fifth largest domestic branch network as of December 31, 1994 (before
giving effect to KeyCorp's recent acquisitions of BANKVERMONT Corporation, Casco
Northern Bank, National Association and OMNIBANCORP as described in the "Recent
Mergers, Acquisitions and Divestitures" section below. KeyCorp's largest bank
subsidiaries include Society National Bank, headquartered in Cleveland, Ohio,
which is the largest bank in Ohio and one of the nation's major regional banks
with $24.6 billion in total assets and 289 full-service banking offices at
December 31, 1994; Key Bank of New York, headquartered in Albany, New York, with
$14.9 billion in total assets and 327 full-service banking offices at December
31, 1994 ("Key-NY"); Key Bank of Washington, headquartered in Tacoma,
Washington, with $7.6 billion in total assets and 186 full-service banking
offices at December 31, 1994 ("Key-Washington"); and Society National Bank,
Indiana, headquartered in South Bend, Indiana, with $3.3 billion in total assets
and 92 full-service banking offices at December 31, 1994 ("SNBI"). In addition,
KeyCorp operates bank subsidiaries in Alaska, Colorado, Idaho, Maine, Michigan,
Oregon, Utah, Vermont (its Vermont subsidiary was acquired on January 27, 1995)
and Wyoming, a savings association subsidiary in Florida, and either a trust
company subsidiary or an office of a trust company subsidiary in each of the
aforementioned states except Vermont. See "-- Recent Mergers, Acquisitions and
Divestitures," below.
 
     Through its bank and trust company subsidiaries KeyCorp provides a wide
range of banking, fiduciary and other financial services to its corporate,
individual and institutional customers located throughout the country. In
addition to the customary banking services of accepting deposits and making
loans, KeyCorp's bank and trust company subsidiaries provide specialized
services tailored to specific markets, including personal and corporate trust
services, personal financial services, customer access to mutual funds, cash
management services, investment banking services and international banking
services. Through its subsidiary banks, trust companies and registered
investment adviser subsidiaries, KeyCorp provides investment management services
to institutional and individual clients, including large corporate and public
retirement plans, Taft-Hartley plans, foundations and endowments, and high net
worth individuals. Several of KeyCorp's
 
                                        4
   35
 
investment management and trust company subsidiaries also serve as investment
advisers to KeyCorp's proprietary mutual funds.
 
     KeyCorp also provides other financial services both in and outside of its
primary banking markets through its nonbank subsidiaries. Services provided by
nonbank financial services subsidiaries include reinsurance of credit life and
accident and health insurance on loans made by subsidiary banks, venture capital
and small business investment financing services, equipment lease financing,
community development financing, stock transfer agent, and other financial
services. KeyCorp is also a 20% equity participant in a joint venture with a
number of other unaffiliated bank holding companies in Electronic Payment
Services, Inc., which provides automated teller machine access to bank customers
throughout most of the United States through its subsidiary, Money Access
Service Inc. (more commonly known as the MAC(R) network).
 
RECENT MERGERS, ACQUISITIONS AND DIVESTITURES
 
  PENDING
 
   
     AutoFinance Group, Inc.  On March 20, 1995, KeyCorp entered into a
definitive agreement to acquire AutoFinance Group, Inc. ("AFG"), a suburban
Chicago based national consumer finance company, in a tax-free exchange of
stock. Under the terms of the agreement, AFG Shareholders will receive KeyCorp
common shares valued at $16.50 per share, subject to a maximum of .6 and a
minimum of .5 KeyCorp common shares, for each AFG Share. Based upon the market
price of KeyCorp common shares on the date of execution of the definitive
agreement, this would result in the issuance of approximately 11 million KeyCorp
common shares with a value of approximately $325 million. In addition,
immediately prior to the closing, AFG will complete a spin-off to its
Shareholders of 95.01% of its common stock interest in Patlex Corporation, a
wholly owned subsidiary of AFG. Upon consummation of the acquisition, AFG will
merge into KeyCorp Finance Inc., a wholly owned subsidiary of KeyCorp. The
transaction, which is subject to approval by AFG's Shareholders and certain
regulatory approvals, is expected to close on or about October 1, 1995 and will
be accounted for as a purchase. AFG had total assets of $124.2 million at
December 31, 1994.
    
 
   
  COMPLETED
    
 
   
     KeyCorp Mortgage Inc.  On March 31, 1995, KeyCorp sold the residential
mortgage loan servicing operations of KeyCorp Mortgage Inc. ("KMI"), an indirect
wholly owned subsidiary of KeyCorp, to NationsBanc Mortgage Corp., a subsidiary
of NationsBank Corp. KMI services approximately $28 billion of residential
mortgage loans. KeyCorp plans to continue to service commercial mortgages and to
originate residential mortgage loans through its banking franchise, and to
package and sell the rights to service all residential mortgage loans originated
after the KMI sale through a newly formed subsidiary.
    
 
   
     Spears, Benzak, Salomon & Farrell, Inc.  On April 5, 1995, KeyCorp Asset
Management Holdings, Inc., an indirect wholly owned subsidiary of KeyCorp,
acquired Spears, Benzak, Salomon & Farrell, Inc., a New York-based investment
management firm ("Spears, Benzak"). Spears, Benzak had aggregate assets under
management of approximately $3 billion as of December 31, 1994. The transaction
was accounted for as a purchase.
    
 
   
     OMNIBANCORP.  On February 28, 1995, KeyCorp acquired OMNIBANCORP, based in
Denver, Colorado, in a tax-free exchange of stock. Under the terms of the merger
agreement, 4,043,653 KeyCorp common shares were exchanged for all of the
outstanding shares of OMNIBANCORP common stock (based on an exchange ratio of
.2452 KeyCorp common shares for each share of OMNIBANCORP). OMNIBANCORP had five
Colorado-chartered banks ("Omnibanks") and had 19 branches and total assets of
$500.2 million at the date of acquisition. The Omnibanks will be merged with and
into Key Bank of Colorado, a wholly owned subsidiary of KeyCorp. The transaction
was accounted for as a purchase.
    
 
     Casco Northern Bank, National Association.  On February 16, 1995, KeyCorp
acquired Casco Northern Bank, National Association ("Casco Northern"),
headquartered in Portland, Maine, for cash consideration of
 
                                        5
   36
 
$205.1 million. The transaction was accounted for as a purchase. At the date of
acquisition, Casco Northern had total assets of $1.0 billion and 34 branches in
Maine, but pursuant to the terms of a letter dated December 16, 1994, from the
United States Department of Justice, KeyCorp will divest 11 of these branches.
The remaining 23 branches of Casco Northern were acquired by Key Bank of Maine,
an indirect wholly owned subsidiary of KeyCorp.
 
     BANKVERMONT Corporation.  On January 27, 1995, KeyCorp acquired BANKVERMONT
Corporation, headquartered in Burlington, Vermont, for cash consideration of
$90.3 million. The transaction was accounted for as a purchase. Upon
consummation of the acquisition, BANKVERMONT Corporation's only subsidiary, Bank
of Vermont, with 12 branches and total assets of $660.5 million, became an
indirect wholly owned subsidiary of KeyCorp and was renamed Key Bank of Vermont.
 
     The Bank of Greeley.  On December 30, 1994, KeyCorp acquired The Bank of
Greeley, a single location bank in Greeley, Colorado ("Greeley Bank"), through a
merger of Greeley Bank with and into Key Bank of Colorado, a wholly owned
subsidiary of KeyCorp, in a tax-free exchange of stock. Under the terms of the
merger agreement, 259,697 KeyCorp Common Shares were exchanged for all of the
outstanding shares of Greeley Bank common stock (based on an exchange ratio of
1.026 KeyCorp common shares for each share of Greeley Bank). The transaction was
accounted for as a pooling of interests; however, financial statements for
periods prior to the merger have not been restated to include the accounts and
results of operations of Greeley Bank because the transaction was not material
to KeyCorp. Greeley Bank had total assets of $60 million at the date of
acquisition.
 
     First Citizens Bancorp of Indiana.  On December 13, 1994, KeyCorp acquired
First Citizens Bancorp of Indiana ("First Citizens"), based in Anderson, Indiana
in a tax-free exchange of stock. Under terms of the merger agreement, 1,960,119
KeyCorp Common Shares were exchanged for all the outstanding shares of First
Citizens common stock (based on an exchange ratio of 1.4286 KeyCorp common
shares for each share of First Citizens). First Citizens' subsidiary, Citizens
Banking Company, an Indiana-chartered commercial bank with nine branches in
central Indiana, and total assets of $347 million at the date of acquisition,
merged with and into Society National Bank, Indiana, a wholly owned subsidiary
of KeyCorp, on March 10, 1995. The transaction was accounted for as a purchase.
 
     State Home Savings Bank, FSB.  On September 16, 1994, Society National
Bank, a wholly owned subsidiary of KeyCorp, acquired State Home Savings Bank,
FSB ("State Home Savings"), a closely held Federal stock savings bank based in
Bowling Green, Ohio, for cash consideration of $44.2 million. The transaction
was accounted for as a purchase. State Home Savings had 14 branches in five
Northwest Ohio counties and total assets of $321 million at the date of
acquisition.
 
     Commercial Bancorporation of Colorado.  On March 24, 1994, Commercial
Bancorporation of Colorado ("CBC"), a bank holding company with subsidiaries
operating in the Denver, Colorado Springs, Sterling and Fort Collins areas of
Colorado was acquired by KeyCorp in a tax-free exchange of stock and its
subsidiary banks merged into Key Bank of Colorado, a wholly owned subsidiary of
KeyCorp. Under the terms of the merger agreement, 2,900,389 KeyCorp common
shares were exchanged for all of the outstanding shares of CBC common stock
(based on an exchange ratio of .899 KeyCorp common shares for each share of
CBC). CBC had total assets of $409 million at the date of acquisition. The
merger qualified for accounting as a pooling of interests; however, financial
statements for periods prior to the merger have not been restated to include the
accounts and results of operations of CBC because the transaction was not
material to KeyCorp.
 
                                        6
   37
 
     CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS
            TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
 
     The Corporation's ratio of earnings to fixed charges and ratio of earnings
to combined fixed charges and preferred stock dividends are set forth below for
the periods indicated:
 


                                                                YEAR ENDED DECEMBER 31,
                                                     ----------------------------------------------
                                                      1994      1993      1992      1991      1990
                                                     ------    ------    ------    ------    ------
                                                                              
Earnings to Fixed Charges:
  Excluding Interest on Deposits...................   3.50x     4.15x     3.67x     2.07x     1.57x
  Including Interest on Deposits...................   1.70x     1.69x     1.48x     1.18x     1.10x
Earnings to Combined Fixed Charges and Preferred
  Stock Dividends:
  Excluding Interest on Deposits...................   3.34x     3.84x     3.31x     1.96x     1.54x
  Including Interest on Deposits...................   1.68x     1.66x     1.45x     1.17x     1.10x

 
For purposes of computing the above ratios, earnings represent consolidated
income before income taxes plus fixed charges. Fixed charges include interest
expense (excluding or including interest on deposits, as the case may be) and
the proportion deemed representative of the interest factor of rental expense,
net of income from subleases. Pre-tax earnings required for preferred stock
dividends were computed using the effective tax rate for the applicable year.
 
                                USE OF PROCEEDS
 
   
     Unless otherwise set forth in the Applicable Prospectus Supplement, the
Corporation intends to use the net proceeds from the sale of the Securities for
general corporate purposes, including investments in and advances to the
Corporation's banking and nonbanking subsidiaries, reduction of short-term
borrowings, investments, and financing possible future acquisitions including,
without limitation, the acquisition of banking and nonbanking companies and
financial assets and liabilities. All or a portion of the net proceeds from the
sale of the Securities may also be used to finance, in whole or in part, the
repurchase by the Corporation of shares of its outstanding common stock pursuant
to the Corporation's stock repurchase program announced on January 19, 1995 and
described in a Current Report on Form 8-K filed with the Commission on January
20, 1995, which is incorporated herein by reference (see "Incorporation of
Certain Documents by Reference"), and additional share repurchases undertaken
from time to time in connection with the Corporation's acquisition of banking
and nonbanking companies.
    
 
                                        7
   38
 
                         DESCRIPTION OF DEBT SECURITIES
 
     The Senior Debt Securities are to be issued under an Indenture, dated as of
June 10, 1994, (the "Senior Indenture"), between the Corporation and Bankers
Trust Company, as Trustee. The Subordinated Debt Securities are to be issued
under an Indenture, dated as of June 10, 1994 (the "Subordinated Indenture"),
also between the Corporation and Bankers Trust Company, as Trustee. Copies of
the Senior Indenture and the Subordinated Indenture have been filed with the
Commission as exhibits to the Registration Statement of which this Prospectus is
a part. The Senior Indenture and the Subordinated Indenture are sometimes
referred to collectively herein as the "Indentures". Bankers Trust Company is
hereinafter referred to as the "Senior Trustee" when referring to it in its
capacity as trustee under the Senior Indenture, as the "Subordinated Trustee"
when referring to it in its capacity as trustee under the Subordinated
Indenture, and as the "Trustee" when referring to it in its capacity as trustee
under both of the Indentures. The following summaries of certain provisions of
the Senior Debt Securities, the Subordinated Debt Securities, and the Indentures
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Debt Securities and the
Indenture applicable to a particular series of Debt Securities (the "Applicable
Indenture"), including the definitions therein of certain terms. Wherever
particular Sections, Articles, or defined terms of the Applicable Indenture are
referred to, it is intended that such Sections, Articles, or defined terms shall
be incorporated herein by reference. Article and Section references used herein
are references to the Applicable Indenture. Capitalized terms not otherwise
defined herein shall have the meaning given to them in the Applicable Indenture.
The following sets forth certain general terms and provisions of the Debt
Securities offered hereby.
 
GENERAL TERMS
 
     The Indentures provide that the Debt Securities issued thereunder may be
issued without limit as to aggregate principal amount and provide that Debt
Securities may be issued thereunder from time to time in one or more series. The
Senior Debt Securities will rank equally with all other unsecured and
unsubordinated indebtedness of the Corporation which is not accorded a priority
under applicable law. The Subordinated Debt Securities will rank equally with
all other unsecured indebtedness of the Corporation, but, as described below,
will be subordinated in right of payment to the prior payment in full of the
Senior Indebtedness of the Corporation and, in certain events involving the
insolvency of the Corporation, Other Senior Obligations of the Corporation. The
Debt Securities will be unsecured obligations of the Corporation.
 
     Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of (and premium, if any), or interest, if any, on the Debt Securities
will be payable, and the transfer of the Debt Securities will be registrable, at
the office or agency of the Corporation in the Borough of Manhattan, the City of
New York, maintained for such purpose and at any other office or agency
maintained by the Corporation for such purpose, except that, at the option of
the Corporation, interest may be paid by mailing a check to the address of the
person entitled thereto as it appears on the register for the Debt Securities or
by transfer to an account maintained with a bank located in the United States.
(Sections 301, 305, and 1002) Debt Securities of a series may be issuable solely
as Registered Securities, solely as Bearer Securities or as both Registered
Securities and Bearer Securities (both as defined in the Indentures). Unless
otherwise provided in the Applicable Prospectus Supplement, Debt Securities
denominated in U.S. dollars are issuable in denominations of $1,000 and integral
multiples of $1,000 (in the case of Registered Securities) and in denominations
of $5,000 (in the case of Bearer Securities). The Indentures also provide that
Debt Securities of a series may be issuable in global form, which may be of any
denomination. See "Book-Entry Procedures". Unless otherwise indicated in the
Applicable Prospectus Supplement, Bearer Securities will have interest coupons
attached. (Sections 201 and 302) No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but the Corporation
may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith. (Section 305)
 
     The Applicable Prospectus Supplement will describe the following terms of
the Debt Securities offered thereby:
 
          (1) The title of such Debt Securities and whether such Debt Securities
     will be Senior Debt Securities or Subordinated Debt Securities.
 
                                        8
   39
 
          (2) The aggregate principal amount of such Debt Securities and any
     limit on the aggregate principal amount of Debt Securities of such series.
 
          (3) If other than the principal amount thereof, the portion of the
     principal amount thereof payable upon declaration of acceleration of the
     maturity thereof or the method by which such portion shall be determined.
 
          (4) The date or dates, or the method by which such date or dates will
     be determined or extended, on which the principal of such Debt Securities
     will be payable.
 
          (5) The rate or rates at which such Debt Securities will bear
     interest, if any, or the method by which such rate or rates will be
     determined, the calculation agent, if any, the date or dates from which any
     interest will accrue or the method by which such date or dates will be
     determined, the date or dates on which such interest, if any, will be
     payable and the regular record date or dates, if any, for the interest
     payable on any registered security on any interest payment date, or the
     method by which any such date will be determined, and the basis upon which
     interest will be calculated if other than that of a 360-day year of twelve
     30-day months.
 
          (6) The period or periods within which, the price or prices at which,
     the currency or currencies, currency unit or units or composite currency or
     currencies in which, and the other terms and conditions upon which, such
     Debt Securities may be redeemed in whole or in part at the option of the
     Corporation, if the Corporation is to have that option.
 
          (7) The obligation, if any, of the Corporation to redeem, repay, or
     purchase such Debt Securities in whole or in part, pursuant to any sinking
     fund or analogous provision or at the option of a holder thereof and the
     period or periods within which or the date or dates on which, the price or
     prices at which, the currency or currencies, currency unit or units or
     composite currency or currencies in which and the other terms and
     conditions upon which, such Debt Securities will be so redeemed, repaid, or
     purchased.
 
          (8) Whether such Debt Securities are to be issuable as Registered
     Securities, Bearer Securities, or both, any restrictions applicable to the
     offer, sale, or delivery of Bearer Securities and the terms, if any, upon
     which Bearer Securities of the series may be exchanged for Registered
     Securities of the series and vice versa (if permitted by applicable laws
     and regulations), whether such Debt Securities will be issuable initially
     in temporary global form, whether any such Debt Securities will be issuable
     in permanent global form with or without coupons and, if so, whether
     beneficial owners of interests in any such permanent global security may
     exchange such interests for Debt Securities of such series and of like
     tenor of any authorized form and denomination and the circumstances under
     which any such exchanges may occur, if other than in the manner provided in
     the Applicable Indenture, and, if Registered Securities are to be issuable
     as a global security, the identity of the depository for such Debt
     Securities.
 
          (9) If other than U.S. dollars, the currency or currencies, currency
     unit or units or composite currency or currencies in which payments of the
     principal of (and premium, if any) or interest, if any, on such Debt
     Securities will be payable or in which such Debt Securities will be
     denominated.
 
          (10) Whether the amount of payments of principal of (and premium, if
     any) and/or interest, if any, on such Debt Securities may be determined
     with reference to an index, formula, or other method and the manner in
     which such amounts will be determined.
 
          (11) Whether the Corporation or a holder may elect payment of the
     principal of (and premium, if any), or interest, if any, on such Debt
     Securities in one or more currency or currencies, currency unit or units or
     composite currency or currencies, other than that in which such Debt
     Securities are denominated or stated to be payable, the period or periods
     within which, and the terms and conditions upon which, such election may be
     made, and the time and manner of determining the exchange rate between the
     currency or currencies, currency unit or units or composite currency or
     currencies in which such Debt Securities are denominated or stated to be
     payable and the currency or currencies in which such Debt Securities are to
     be so payable.
 
          (12) The place or places, if any, other than or in addition to the
     City of New York, where the principal of (and premium, if any) or interest,
     if any, on such Debt Securities will be payable, where any
 
                                        9
   40
 
     Registered Securities may be surrendered for registration of transfer,
     where Debt Securities may be surrendered for conversion and where notices
     or demands to or upon the Corporation in respect of such Debt Securities
     and the Applicable Indenture may be served.
 
          (13) The denomination or denominations in which such Debt Securities
     will be issuable, if other than $1,000 or any integral multiple thereof in
     the case of Registered Securities and $5,000 or any integral multiple
     thereof in the case of Bearer Securities.
 
          (14) If other than the applicable Trustee, the identity of each
     Security Registrar and/or Paying Agent.
 
          (15) The date as of which any Bearer Securities of the series and any
     temporary Debt Security issued in global form representing outstanding
     Securities of the series will be dated if other than the date of original
     issuance of the first Debt Security of the series to be issued.
 
          (16) The applicability, if at all, to such Debt Securities of the
     provisions of Article Thirteen of the respective Indenture described under
     "Defeasance and Covenant Defeasance" and any provisions in modification of,
     in addition to or in lieu of any of the provisions of such Article.
 
          (17) The person to whom any interest on any Registered Security of the
     series shall be payable, if other than the person in whose name such
     Registered Security (or one or more predecessor securities) is registered
     at the close of business on the Regular Record Date for such interest, the
     manner in which, or the person to whom, any interest on any Bearer Security
     of the series will be payable, if otherwise than upon presentation and
     surrender of the coupons appertaining thereto as they severally mature, and
     the extent to which, or the manner in which, any interest payable on a
     temporary Debt Security issued in global form will be paid in other than in
     the manner provided in the applicable Indenture.
 
          (18) If such Debt Securities are to be issuable in definitive form
     (whether upon original issue or upon exchange of a temporary Debt Security
     of such series) only upon receipt of certain certificates or other
     documents or satisfaction of other conditions, the form and/or terms of
     such certificates, documents or conditions.
 
          (19) If such Debt Securities will be issuable upon the conversion of
     other Securities or upon the exercise of Debt Warrants, the time, manner,
     and place for such Debt Securities to be authenticated and delivered.
 
          (20) The provisions, if any, granting special rights to the holders of
     such Debt Securities upon the occurrence of such events as may be
     specified.
 
          (21) Any deletions from, modifications of or additions to the Events
     of Default and in the case of the Subordinated Debt Securities, the
     Defaults, or covenants of the Corporation with respect to such Debt
     Securities, whether or not such Events of Default, Defaults, or covenants
     are consistent with the Events of Default, Defaults, or covenants set forth
     in the general provisions of the Applicable Indenture.
 
          (22) The designation of the initial Exchange Rate Agent, if any.
 
          (23) Whether such Subordinated Debt Securities will be convertible
     into Capital Securities of the Corporation and, if so, the terms and
     conditions upon which such Subordinated Debt Securities will be so
     convertible.
 
          (24) Any other terms of such Debt Securities not inconsistent with the
     provisions of the Applicable Indenture.
 
     The Corporation may be required to pay Additional Amounts, as contemplated
by Section 1004 of each Indenture, to any holder of Debt Securities who is not a
U.S. person (including any modification to the definition of such term as
contained in the Applicable Indenture as originally executed) in respect of
certain taxes, assessments, or governmental charges and, if so, the Corporation
may have the option to redeem such Debt Securities rather than pay such
Additional Amounts (and the terms of any such option). The Indentures provide
that "Additional Amounts" means any additional amounts which are required by the
Debt Securities or by or pursuant to a resolution of the Board of Directors to
be paid by the Corporation in respect of certain
 
                                       10
   41
 
taxes imposed on such non-U.S. persons and which are owing to such holders. If
the terms of any series of Debt Securities provide that the Corporation must pay
Additional Amounts in respect thereof, for purposes of this Prospectus, any
reference to the payment of (or premium, if any, on) or interest, if any, on
such Debt Securities will be deemed to include mention of the payment of
Additional Amounts provided for by the terms of such Debt Securities.
 
     Debt Securities may provide for an amount less than the entire principal
amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof ("Original Issue Discount Securities"). (Section 101) Certain
Federal income tax and other considerations pertaining to any such Original
Issue Discount Securities will be described in the Applicable Prospectus
Supplement.
 
     The Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof and may also be issued under the Indentures upon
exercise of Debt Warrants issued by the Corporation. See "Description of
Securities Warrants."
 
     Unless otherwise indicated in the Applicable Prospectus Supplement, the
covenants contained in the Indentures and the Debt Securities will not afford
holders protection in the event of a sudden decline in credit rating that might
result from a recapitalization, restructuring, or other highly leveraged
transaction.
 
BOOK-ENTRY PROCEDURES
 
     Upon issuance, the Debt Securities may be issued in the form of one or more
fully registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company,
as depository (the "Depository"), and registered in the name of the Depository
or a nominee thereof. Unless and until it is exchanged in whole or in part for
Debt Securities in definitive form, no Global Security may be transferred except
as a whole by the Depository to a nominee of such Depository or by a nominee of
such Depository to such Depository.
 
     The Depository has advised the Corporation as follows: The Depository is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depository was created to hold securities of its participating
organizations ("Participants") and to facilitate the clearance and settlement of
transactions among its Participants in such securities through electronic
book-entry changes in accounts of the Participants, thereby eliminating the need
for physical movement of securities certificates. The Depository's Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations, some of which (and/or their
representatives) own the Depository. Access to the Depository's book-entry
system is also available to others, such as banks, brokers, dealers, and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. The rules applicable to the
Depository and its Participants are on file with the Commission.
 
     Ownership of beneficial interests in the Debt Securities will be limited to
Participants or persons that may hold interests through Participants
("Beneficial Owners"). The Depository has advised the Corporation that upon the
issuance of Global Securities representing the Debt Securities, the Depository
will credit, on its book-entry registration and transfer system, the
Participants' accounts with the respective principal amounts of the Debt
Securities beneficially owned by such Participants. Ownership of beneficial
interests in the Debt Securities represented by such Global Securities will be
shown on, and the transfer of such ownership interests will be effected only
through, records maintained by the Depository (with respect to interests of
Participants) and on the records of Participants (with respect to interests of
Beneficial Owners). The laws of some states may require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to own, transfer, or pledge beneficial interests in
Debt Securities represented by Global Securities.
 
     So long as the Depository, or its nominee, is the registered owner of a
Global Security, the Depository or its nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented
 
                                       11
   42
 
by such Global Security for all purposes under the Applicable Indenture. Except
as provided below, Beneficial Owners will not be entitled to have the Debt
Securities represented by Global Securities registered in their names, will not
receive or be entitled to receive physical delivery of the Debt Securities in
definitive form, and will not be considered the owners or holders thereof under
the Applicable Indenture. Accordingly, each Participant must rely on the
procedures of the Depository and, if such person is a Beneficial Owner, on the
procedures of the Participant through which such Beneficial Owner owns its
interest, to exercise any rights of a holder under the Applicable Indenture. The
Corporation understands that under existing industry practices, in the event
that the Corporation requests any action of holders, or a Beneficial Owner
desires to give or take any action which a holder is entitled to give or take
under the Applicable Indenture, the Depository would authorize the Participants
holding the relevant beneficial interests to give or take such action, and such
Participants would authorize Beneficial Owners owning through such Participants
to give or take such action or would otherwise act upon the instructions of
Beneficial Owners holding through them.
 
     Payment of principal of (premium, if any) and interest, if any, owing on
Debt Securities registered in the name of the Depository or its nominee will be
made to the Depository or its nominee, as the case may be, as the holder of such
Debt Securities represented by the Global Securities. None of the Corporation,
the Trustee, or any other agent of the Corporation or agent of the Trustee will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests or for supervising
or reviewing any records relating to such beneficial ownership interests. The
Corporation expects that the Depository, upon receipt of any payment of
principal, premium, if any, or interest in respect of Debt Securities
represented by Global Securities, will credit the accounts of the Participants
with payment in amounts proportionate to their respective beneficial interests
in the Debt Securities represented by such Global Securities as shown on the
records of the Depository. The Corporation also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participants subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal (premium, if any) and interest to the Depository is the responsibility
of the Corporation, disbursement of such payments to Participants is the
responsibility of the Depository, and disbursement of such payments to the
Beneficial Owners is the responsibility of the Participants.
 
     If (a) the Depository notifies the Corporation that it is at any time
unwilling or unable to continue as depository for the Global Securities or the
Depository ceases to be a clearing agency registered under the Exchange Act, (b)
the Corporation executes and delivers to the Trustee an order of the Corporation
to the effect that the Global Securities shall be transferable and exchangeable,
or (c) an Event of Default has occurred and is continuing with respect to the
Debt Securities, or any event which after notice or lapse of time, or both,
would constitute an Event of Default has occurred and is continuing, the Global
Securities will be transferable or exchangeable for Debt Securities in
definitive form of like tenor and of an equal aggregate principal amount, in
denominations of $1,000 and integral multiples thereof. Such definitive Debt
Securities shall be registered in such name or names as the Depository shall
instruct the Trustee. It is expected that such instructions may be based upon
directions received by the Depository from Participants with respect to
ownership of beneficial interests in Debt Securities represented by such Global
Securities.
 
     In the event of an issuance of Global Securities, procedures for initial
settlement and secondary trades will be set forth in the Applicable Prospectus
Supplement.
 
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
 
     Unless otherwise indicated in the Applicable Prospectus Supplement, the
following provisions shall apply to the Subordinated Debt Securities and the
Subordinated Indenture.
 
     In 1992 the Federal Reserve Board issued an interpretation of its capital
adequacy regulations, and a clarification of such interpretation (collectively,
the "Interpretation"), that imposed additional restrictions on subordinated debt
securities in order for such securities to qualify as Tier II capital and which
provided that subordinated debt of bank holding companies issued on or after
September 4, 1992 cannot qualify as Tier II capital unless the subordination of
the debt meets certain criteria, the subordinated debt is not subject to
 
                                       12
   43
 
covenants and other provisions inconsistent with safe and sound banking
practices and the subordinated debt may be accelerated only upon the bankruptcy
of the bank holding company or the receivership of a major banking subsidiary.
Since the Federal Reserve Board issued the Interpretation, the Corporation has
not issued any subordinated debt securities, but in part in response to the
Interpretation, the Corporation and the Subordinated Trustee have entered into a
new Subordinated Indenture to permit the Corporation to issue Subordinated Debt
Securities that would qualify as Tier II capital, subject to the limits thereon.
As of December 31, 1994, all of the Old KeyCorp Subordinated Indebtedness (as
defined below) and the Society Subordinated Indebtedness (as defined below),
which was incurred by old KeyCorp and Society, respectively, prior to the
issuance of the Interpretation, continued to constitute, and be treated by the
Corporation as, Tier II capital.
 
     The Subordinated Debt Securities will be direct unsecured subordinated
obligations of the Corporation and the indebtedness evidenced by the
Subordinated Debt Securities and the payment of the principal of, premium, if
any, and interest, if any, on the Subordinated Debt Securities will be
subordinated in right of payment to the extent described below to the prior
payment in full of all Senior Indebtedness. (Section 1601) In addition, no
payments shall be made by the Corporation on account of the Subordinated Debt
Securities if there shall have occurred and be continuing a default in any
payment with respect to any Senior Indebtedness, or an event of default with
respect to any Senior Indebtedness permitting the holders thereof to accelerate
the maturity thereof, or if any judicial proceeding shall be pending with
respect to any such default or event of default. (Section 1603) In certain
circumstances relating to an insolvency, bankruptcy, reorganization or similar
proceedings of or relating to the Corporation, or any liquidation, dissolution
or winding-up, or any assignment for the benefit of creditors or marshalling of
assets and liabilities, of the Corporation (an "insolvency event"), the payment
of the principal of, premium, if any, and interest, if any, on the Subordinated
Debt Securities also will be subordinated in right of payment to the extent
described below to the prior payment in full of all Other Senior Obligations (as
defined below). (Section 1614)
 
     The Subordinated Indenture provides that "Senior Indebtedness" shall mean
the principal of (and premium, if any) and interest on (a) all indebtedness of
the Corporation for money borrowed, whether outstanding on the date of execution
of the Subordinated Indenture or thereafter created, assumed, incurred or
guaranteed, except (i) indebtedness on account of all Subordinated Debt
Securities issued under the Subordinated Indenture, indebtedness on account of
all Existing Subordinated Indebtedness (as defined below) and all indebtedness
which specifically by its terms ranks equally with and not prior to the
Subordinated Debt Securities or the Existing Subordinated Indebtedness in right
of payment upon an insolvency event and (ii) indebtedness which specifically by
its terms ranks junior to and not equally with or prior to indebtedness referred
to in clause (i) above in right of payment upon an insolvency event and (b) any
renewals, extensions, modifications and refundings of any such Senior
Indebtedness. The term "indebtedness of the Corporation for money borrowed"
shall mean the principal of (and premium, if any) and interest, if any, on all
(a) indebtedness of the Corporation (including indebtedness of others guaranteed
by the Corporation), whether outstanding on the date of the Subordinated
Indenture or thereafter created, incurred, assumed or guaranteed, which is for
money borrowed and (b) any renewals, extensions, modifications and refundings of
any such indebtedness. (Section 101) As of December 31, 1994, the Corporation
had outstanding approximately $902.2 million aggregate principal amount of
Senior Indebtedness.
 
     The Subordinated Indenture provides that "Other Senior Obligations" shall
mean any obligation of the Corporation to its creditors, whether outstanding on
the date of execution of the Subordinated Indenture or thereafter created,
assumed, incurred or guaranteed, except (i) Senior Indebtedness, (ii)
indebtedness on account of all Subordinated Debt Securities issued under the
Subordinated Indenture, indebtedness on account of all Existing Subordinated
Indebtedness and all indebtedness which specifically by its terms ranks equally
with and not prior to the Subordinated Debt Securities or the Existing
Subordinated Indebtedness in right of payment upon the happening of an
insolvency event and (iii) indebtedness which specifically by its terms ranks
junior to and not equally with or prior to indebtedness referred to in clause
(ii) above in right of payment upon any insolvency event. (Section 101) As of
December 31, 1994, the Corporation had $538.4 million of Other Senior
Obligations outstanding.
 
     The Subordinated Indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness or Other Senior Obligations, and additional
Senior Indebtedness may include indebtedness of the Corporation
 
                                       13
   44
 
for money borrowed that is senior to the Subordinated Debt Securities, but
subordinate to other obligations of the Corporation. The Senior Debt Securities,
if issued, will constitute Senior Indebtedness.
 
     The Subordinated Indenture provides that "Existing Subordinated
Indebtedness" shall include all indebtedness for borrowed money of the
Corporation under its 8.40% Subordinated Capital Notes due April 1, 1999
(originally issued by old KeyCorp and assumed by the Corporation), 8.125%
Subordinated Notes due June 15, 2002 (originally issued by Society), 8.00%
Subordinated Notes due July 1, 2004 (also originally issued by old KeyCorp and
assumed by the Corporation), Medium-Term Notes Series IV due 1998, 2000, 2002,
and 2003 (originally issued by old KeyCorp and assumed by the Corporation), and
any renewals, extensions, modifications and refundings of any such indebtedness.
All of the Existing Subordinated Indebtedness originally issued by old KeyCorp
and assumed by the Corporation as a result of the merger on March 1, 1994 is
referred to herein as "Old KeyCorp Subordinated Indebtedness" and all of the
Existing Subordinated Indebtedness originally issued by Society is referred to
herein as "Society Subordinated Indebtedness." As of December 31, 1994, the
Corporation had outstanding $565.0 million aggregate principal amount of
Existing Subordinated Indebtedness, which included $365.0 million aggregate
principal amount of Old KeyCorp Subordinated Indebtedness and $200.0 million
aggregate principal amount of Society Subordinated Indebtedness.
 
     The Society Subordinated Indebtedness is subordinated and subject in right
of payment, by its terms, to the prior payment in full of all "senior
indebtedness" (as defined in the indenture relating to the Society Subordinated
Indebtedness, generally, as indebtedness of the Corporation whenever created,
guaranteed, incurred, or assumed, for borrowed money, but excluding the Society
Subordinated Indebtedness and any other indebtedness as to which it is provided
in the instrument evidencing or creating such indebtedness that such
indebtedness is not superior in right of payment to the Society Subordinated
Indebtedness). The Old KeyCorp Subordinated Indebtedness is subordinate and
junior in right of payment, by its terms, to all "senior indebtedness" (as
defined in the indentures relating to the Old KeyCorp Subordinated Indebtedness,
generally, as any obligations of the Corporation to its creditors, whenever
incurred, other than Old KeyCorp Subordinated Indebtedness and any obligation as
to which, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such obligation is not "senior
indebtedness". Because the Old KeyCorp Subordinated Indebtedness and the Society
Subordinated Indebtedness were issued by old KeyCorp and Society, respectively,
prior to the merger of old KeyCorp and Society, the relationship between the Old
KeyCorp Subordinated Indebtedness and the Society Subordinated Indebtedness is
not expressly provided for in the respective indentures relating to such
indebtedness.
 
     The Subordinated Indenture excludes Existing Subordinated Indebtedness from
the definition of Senior Indebtedness and, accordingly, the Subordinated Debt
Securities will not be subordinated in right of payment to Existing Subordinated
Indebtedness. The Subordinated Indenture also provides that the Subordinated
Debt Securities are not superior in right of payment to any of the Existing
Subordinated Indebtedness and do not constitute "senior indebtedness" as defined
in the indentures governing the Society Subordinated Indebtedness and the Old
KeyCorp Subordinated Indebtedness and, accordingly, the Subordinated Debt
Securities will not have the benefit of the subordination provisions contained
in such indentures.
 
     Upon any payment or distribution of assets to creditors upon an insolvency
event relating to the Corporation, the holders of all Senior Indebtedness will
first be entitled to receive payment in full of all amounts due on or in respect
of all Senior Indebtedness before the holders of the Subordinated Debt
Securities will be entitled to receive any payment on account of the principal
of, premium, if any, or interest, if any, on the Subordinated Debt Securities
(Section 1602) or before the holders of Existing Subordinated Indebtedness will
be entitled to receive any payment on account of the principal of and interest
on such Existing Subordinated Indebtedness. In addition, upon any payment or
distribution of assets to creditors upon an insolvency event, the holders of all
Other Senior Obligations will first be entitled to receive payment in full of
all amounts due on or in respect of such Other Senior Obligations before the
holders of the Old KeyCorp Subordinated Indebtedness will be entitled to receive
any payment on account of the principal of and interest on the Old KeyCorp
Subordinated Indebtedness. If upon any such payment or distribution of assets to
creditors, after giving effect to such subordination provisions applicable to
the Subordinated Debt Securities and the Existing Subordinated Indebtedness in
favor of the holders of Senior Indebtedness and also, in the case of the Old
KeyCorp Subordinated Indebtedness, in favor of the holders of Other Senior
Obligations,
 
                                       14
   45
 
there remain any amounts of cash, property, or securities available for payment
or distribution in respect of Subordinated Debt Securities ("Excess Proceeds")
and if, at such time, any Entitled Persons (as defined below) in respect of
Other Senior Obligations have not received payment in full of all amounts due on
or in respect of such Other Senior Obligations, 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
Subordinated Debt Securities. (Section 1614) "Entitled Persons" means persons
who are entitled to payment pursuant to the terms of Other Senior Obligations.
(Section 101)
 
     By reason of the subordination of the Subordinated Debt Securities in favor
of the holders of Senior Indebtedness and Other Senior Obligations, in the event
of a distribution of assets upon an insolvency event involving the Corporation,
the holders of the Subordinated Debt Securities may recover less than the
holders of Senior Indebtedness and the holders of Other Senior Obligations, and
as a result of the differences among the subordination provisions applicable to
the Society Subordinated Indebtedness, the Old KeyCorp Subordinated Indebtedness
and the Subordinated Debt Securities, including differences in the definitions
of senior indebtedness in the various indentures, in an insolvency event
involving the Corporation, any distribution of assets among the holders of
Society Subordinated Indebtedness, Old KeyCorp Subordinated Indebtedness and the
Subordinated Debt Securities may not be ratable.
 
OWNERSHIP OF VOTING STOCK OF SIGNIFICANT BANKS
 
     The Senior Indenture provides that the Corporation will not sell or
otherwise dispose of, or grant a security interest in, or permit a Significant
Bank (as defined below) to issue, any shares of voting stock of such Significant
Bank (as defined below), unless the Corporation will own free of any security
interest at least 80% of the issued and outstanding voting stock of such
Significant Bank; provided, however, that the foregoing will not apply to (i)
any sale or disposition where the proceeds are invested, within 90 days thereof,
in any subsidiary (including any corporation which upon such investment becomes
a subsidiary) engaged in a banking business or any business legally permissible
for bank holding companies; provided, however, that if the proceeds are so
invested in any subsidiary engaged in a business legally permissible for bank
holding companies other than a banking business, the Corporation shall be
prohibited from selling or otherwise disposing of, or granting a security
interest in, or permitting such subsidiary to issue, any shares of voting stock
of such subsidiary to the same extent as if such subsidiary were a Significant
Bank if, upon making such investment, the assets of or held for the account of
such subsidiary constitutes 10% or more of the consolidated assets of the
Corporation, or (ii) any disposition in exchange for stock of any bank. (Section
1009) The term "Significant Bank" is defined in the Senior Indenture as any
directly or indirectly owned banking subsidiary of the Corporation the assets of
which constitute 10% or more of the consolidated assets of the Corporation
(currently Society National Bank, Key Bank of New York and Key Bank of
Washington.) (Section 101)
 
     The Subordinated Indenture does not contain a similar restriction on the
Corporation's ability to sell or otherwise dispose of or grant a security
interest in, or permit a Significant Bank to issue any shares of voting stock of
any Significant Bank because inclusion of such a provision, under the
Interpretation, would result in the Subordinated Debt Securities issued
thereunder not qualifying as Tier II capital. The holders of Society
Subordinated Indebtedness have the benefit of a covenant in the subordinated
indenture relating thereto substantially similar to the covenant described above
and the holders of Old KeyCorp Subordinated Indebtedness have the benefit of a
covenant in the subordinated indentures relating thereto that restricts the
sale, issuance or disposition of shares of stock of, or mergers or asset sales
involving, certain banking subsidiaries. In order to conform to the
Interpretation, the Subordinated Indenture does not contain either such
covenant.
 
EVENTS OF DEFAULT
 
     The Senior Indenture.  The Senior Indenture defines an "Event of Default"
(with respect to any series of Senior Debt Securities) as any one of the
following events: (a) default in the payment of any interest upon any Senior
Debt Security when such interest becomes due and payable, and continuance of
such default for a period of 30 days; (b) default in the payment of the
principal of (or premium, if any, on) any Senior Debt Security when due and
payable at its maturity; (c) default in the deposit any sinking fund payment
when and as due; (d) failure to perform, or default in the performance or breach
of, any other covenant, warranty, or
 
                                       15
   46
 
agreement of the Corporation in the Senior Indenture (other than a default in
the performance or breach of a covenant or warranty or agreement included in the
Senior Indenture solely for the benefit of a series of Senior Debt Securities
thereunder other than that series) and continuance of such default or breach for
a period of 60 days after the holders of at least 25% in principal amount of the
outstanding Senior Debt Securities of such series have given written notice as
provided in the Senior Indenture; (e) acceleration of any indebtedness for
borrowed money in an aggregate principal amount exceeding $20 million of the
Corporation or a Significant Bank if such acceleration is not annulled within 10
days after written notice is given by the holders of at least 25% in principal
amount of the outstanding Senior Debt Securities of such series requiring the
Corporation to cause such acceleration to be annulled as provided in the Senior
Indenture; (f) certain events involving the bankruptcy, insolvency, or
reorganization of the Corporation or the receivership or conservatorship of any
Significant Bank, and (g) any other Event of Default with respect to Senior Debt
Securities of that series. (Section 501) Under certain circumstances not
involving a default in the payment of principal of (premium, if any), or
interest, if any, owing on the Senior Debt Securities of any series, or in the
payment of any sinking fund installment, the Senior Trustee shall be protected
in withholding notice to the holders of the Senior Debt Securities of such
series of a default if the Senior Trustee in good faith determines that the
withholding of such notice is in the interests of such holders and the Senior
Trustee shall withhold such notice for certain defaults for a period of 60
calendar days. (Section 601)
 
     If an Event of Default described in clauses (a), (b), (c), (d), (e), or (g)
above with respect to Senior Debt Securities of any series at the time
outstanding occurs and is continuing, either the Senior Trustee or the holders
of at least 25% in principal amount of the outstanding Senior Debt Securities of
that series may declare the principal amount (or, if the Senior Debt Securities
of that series are Original Issue Discount Debt Securities or Indexed
Securities, such portion of the principal amount as may be specified in the
terms thereof) of all the Senior Debt Securities of that series to be due and
payable immediately. If an Event of Default described in clause (f) above occurs
and is continuing, either the Senior Trustee or the holders of at least 25% in
principal amount of all outstanding Senior Debt Securities then outstanding may
declare the principal amount (or, if the Senior Debt Securities of any series
are Original Issue Discount Debt Securities or Indexed Securities, such portion
of the principal amount as may be specified in the terms thereof) of all the
Senior Debt Securities to be due and payable immediately. At any time after a
declaration of acceleration with respect to Senior Debt Securities of any series
has been made and before a judgment or decree for payment of the money due has
been obtained, the holders of a majority in principal amount of outstanding
Senior Debt Securities of that series may, under certain circumstances, rescind
and annul such acceleration. (Section 502)
 
     The Subordinated Indenture.  The Subordinated Indenture defines an "Event
of Default" (with respect to any series of Subordinated Debt Securities) as
certain (a) events involving the bankruptcy, insolvency, or reorganization of
the Corporation or the receivership of a Major Bank (as defined below) and (b)
any other Event of Default provided with respect to Subordinated Debt Securities
of that series. (Section 501) The term "Major Bank" is defined in the
Subordinated Indenture as any directly or indirectly owned banking subsidiary of
the Corporation, the consolidated assets of which constitute 75% or more of the
consolidated assets of the Corporation. As of the date of this Prospectus, no
banking subsidiary of the Corporation constitutes a Major Bank. If an Event of
Default described in clause (a) above occurs and is continuing, either the
Subordinated Trustee or the holders of not less than 25% in principal amount of
the outstanding Subordinated Debt Securities may declare the principal amount
(or, if the Subordinated Debt Securities of any series are Original Issue
Discount Debt Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Subordinated Debt
Securities to be due and payable immediately. If an Event of Default described
in clause (b) above with respect to Subordinated Debt Securities of any series
at the time outstanding occurs and is continuing, either the Subordinated
Trustee or the holders of not less than 25% in principal amount of the
outstanding Subordinated Debt Securities of that series may declare the
principal amount (or, if the Subordinated Debt Securities of that series are
Original Issue Discount Debt Securities or Indexed Securities, such portion of
the principal amount as may be specified in the terms of that series) of all
Subordinated Debt Securities of that series to be due and payable immediately.
At any time after a declaration of acceleration with respect to Subordinated
Debt Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained, the holders of a majority in
principal amount of the outstanding Subordinated Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. (Section
502)
 
                                       16
   47
 
     Unless otherwise provided in the terms of a series of Subordinated Debt
Securities, there will be no right of acceleration of the payment of principal
of a series of Subordinated Debt Securities upon a default in the payment of
principal of (premium, if any), or interest, if any, owing on, or in the
performance of any covenant or agreement in, the Subordinated Debt Securities of
the particular series, or in the Subordinated Indenture.
 
     In case a Default (as defined below) shall occur and be continuing, the
Subordinated Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the holders of Subordinated Debt Securities by
appropriate judicial proceeding as the Subordinated Trustee deems most
effective. The Subordinated Indenture defines a "Default" (with respect to any
series of Subordinated Debt Securities) as any one of the following events: (a)
an Event of Default; (b) default in the payment of any installment of interest,
if any, on any Subordinated Debt Security when such interest becomes due and
payable, and the continuance of such default for a period of 30 calendar days
(whether or not such payment is prohibited by the subordination provisions); (c)
default in payment of principal of (or premium, if any, on) any Subordinated
Debt Security at its maturity (whether or not such payment is prohibited by the
subordination provisions); (d) failure to deposit any sinking fund payment when
due; (e) failure to perform any other covenants or warranties of the Corporation
in the Subordinated Indenture (other than a covenant or warranty included in the
Subordinated Indenture solely for the benefit of a series of Subordinated Debt
Securities other than that series) continued for a period of 60 calendar days
after holders of at least 25% in principal amount of outstanding Subordinated
Debt Securities have given written notice as provided in the Subordinated
Indenture; and (f) any other Default specified in the Subordinated Indenture
with respect to Subordinated Debt Securities of that series. (Section 503) Under
certain circumstances not involving a default in the payment of principal of
(premium, if any), or interest, if any, owing on the Subordinated Debt
Securities of any series, or in the payment of any sinking fund installment, the
Subordinated Trustee shall be protected in withholding notice to the holders of
the Subordinated Debt Securities of such series of a default if the Subordinated
Trustee in good faith determines that the withholding of such notice is in the
interests of such holders and the Subordinated Trustee shall withhold such
notice for certain defaults for a period of 60 calendar days. (Section 601)
 
     In comparison to the Events of Default provided for in the Subordinated
Indenture and the subordinated indenture relating to the Old Key Subordinated
Indebtedness, the holders of Society Subordinated Indebtedness have the benefit
of broader events of default and related acceleration rights in the subordinated
indenture relating thereto, including, without limitation, any one of the
following "events of default" as defined in the subordinated indenture: (a)
default in the payment of any interest upon the Society Subordinated
Indebtedness when such interest becomes due and payable; (b) default in the
payment of principal of (or premium, if any, on) any Society Subordinated
Indebtedness when due and payable at its maturity; (c) default in the
performance, or breach, of any covenant or warranty of the Corporation; and (d)
acceleration of any indebtedness for borrowed money of the Corporation or a
principal bank (as defined in such subordinated indenture). In order to conform
to the Interpretation, the Subordinated Indenture does not contain any of such
events of default or acceleration rights.
 
     Senior and Subordinated Indentures.  Subject to the duty of the Trustee
during default to act with the required standard of care, under both the Senior
Indenture and the Subordinated Indenture, the applicable Trustee will be under
no obligation to exercise any of the rights or powers vested in it by the
Applicable Indenture at the request or direction of any of the holders of Debt
Securities of any series, unless such holders shall have offered to the Trustee
security or indemnity reasonably satisfactory to the Trustee. (Section 602)
Subject to such provisions for the indemnification of the Trustee and to certain
other conditions, the holders of a majority in aggregate principal amount of
outstanding Senior Debt Securities or outstanding Subordinated Debt Securities
of any series will have the right, subject to certain limitations, to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Senior Trustee or Subordinated Trustee, respectively, or exercising any
trust or power conferred on the Senior Trustee or Subordinated Trustee,
respectively. (Section 512)
 
     No holder of any series of Debt Securities will have any right to institute
any proceeding with respect to the Applicable Indenture, or for the appointment
of a receiver or trustee, or for any remedy thereunder, unless such holder shall
have previously given to the Trustee under the Applicable Indenture written
notice of a continuing Event of Default (in the case of Senior Debt Securities)
or a continuing Event of Default or
 
                                       17
   48
 
Default (in the case of Subordinated Debt Securities) and unless the holders of
not less than 25% in principal amount of the outstanding Debt Securities of that
series shall have made written request, and offered security or indemnity
reasonably satisfactory to the Trustee, to such Trustee to institute such
proceeding as trustee, and such Trustee shall not have received from the holders
of a majority in aggregate principal amount of the outstanding Debt Securities
of that series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 calendar days. (Section 507) However,
such limitations do not apply to a suit instituted by a holder of a Debt
Security for enforcement of payment of the principal of (premium, if any) or
subject to certain conditions, or interest, if any, on or after the respective
due dates expressed in such Debt Security. (Section 508)
 
     The Corporation is required to furnish to the Trustee annually a statement
as to the performance by the Corporation of certain of its obligations under the
Indentures and as to any default in such performance. (Section 1005)
 
MODIFICATION AND WAIVER
 
     Modifications and amendments of each of the Senior Indenture and the
Subordinated Indenture may be made by the Corporation and the Trustee under the
Applicable Indenture with the consent of the holders of not less than 66 2/3% in
principal amount of the outstanding Debt Securities of each series issued under
such Indenture and affected by the modification or amendment; provided, however,
that no such modification or amendment may, without the consent of the holders
of each outstanding Debt Security of the series affected thereby, (1) change the
stated maturity of any principal of (or premium, if any), or any installment of
principal of or interest, if any, on, any Debt Security of such series; (2)
reduce the principal amount of, the rate of interest on, or any premium payable
upon the redemption of any, Debt Security of such series; (3) change any
obligation of the Corporation to pay Additional Amounts in respect of any Debt
Security of such series; (4) reduce the portion of principal of an Original
Issue Discount Security or Indexed Security that would be due and payable upon a
declaration of acceleration of the maturity thereof or provable in bankruptcy;
(5) adversely affect any right of repayment at the option of the holder of any
Debt Security of such series; (6) change the place or currency or currencies of
payment of principal of or any premium or interest on any Debt Security of such
series; (7) impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment, on or after any Redemption Date or Repayment Date, as the case may
be); (8) adversely affect the right to convert any Debt Security of such series
as may be provided pursuant to the Applicable Indenture; (9) in the case of the
Subordinated Indenture, modify the subordination provisions in a manner adverse
to the holders of the Subordinated Debt Securities of such series; (10) reduce
the percentage in principal amount of the outstanding Debt Securities, the
consent of whose holders is required for modification or amendment of the
Indenture or for waiver of compliance with certain provisions of the Indentures
or for waiver of certain defaults; (11) reduce the requirements for voting or
quorum relating to Bearer Securities; or (12) modify any of the provisions
relating to supplemental indentures requiring the consent of holders, relating
to the waiver of past defaults or relating to the waiver of certain covenants,
except to increase the percentage of such Outstanding Securities required for
such actions or to provide that certain other provisions of such Indenture
cannot be modified or waived without the consent of the holder of each
Outstanding Security affected thereby. (Section 902)
 
     In addition, under the Subordinated Indenture, no modification or amendment
thereof may adversely affect the rights of any holder of Senior Indebtedness or
Other Senior Obligations under Article Sixteen of such Indenture (described
under the caption "Subordination of Subordinated Debt Securities") without the
consent of such holder of Senior Indebtedness or Other Senior Obligations.
(Subordinated Indenture Section 907)
 
     The holders of at least 66 2/3% in principal amount of the outstanding
Senior Debt Securities of any series or outstanding Subordinated Debt Securities
of any series may, on behalf of all holders of the outstanding Senior Debt
Securities of that series or outstanding Subordinated Debt Securities of that
series, respectively, waive compliance by the Corporation with certain
restrictive provisions of the Applicable Indenture. (Senior Indenture Section
1010; Subordinated Indenture Section 1009) The holders of not less than 66 2/3%
in aggregate principal amount of the outstanding Senior Debt Securities of any
series or the outstanding Subordinated Debt Securities of any series may, on
behalf of all holders of the outstanding Senior Debt
 
                                       18
   49
 
Securities of that series or the outstanding Subordinated Debt Securities of
that series, respectively, waive any past default under the Applicable
Indenture, except a default in the payment of principal (or premium, if any), or
interest, if any, or in the performance of certain covenants. (Section 513)
 
SATISFACTION AND DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
 
     The Corporation may discharge certain obligations to holders of Debt
Securities of a series that have not already been delivered to the applicable
Trustee for cancellation and that either have become due and payable or are by
their terms due and payable within one year (or scheduled for redemption within
one year) by irrevocably depositing with the applicable Trustee, in trust, funds
in an amount sufficient to pay the entire indebtedness on such Debt Securities
for principal (and premium, if any) and interest, with respect thereto, to the
date of such deposit (if such Debt Securities have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be. (Section 401)
 
     Each Indenture provides that, if the provisions of Article Thirteen are
made applicable to the Debt Securities of or within a series pursuant to Section
301 thereunder, the Corporation may elect either (i) to defease and be
discharged from any and all obligations with respect to such Debt Securities
(except for the obligations to pay Additional Amounts, if any; to register the
transfer or exchange of such Debt Securities; to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities; to maintain one or more offices or
agencies in respect of such Debt Securities; and to hold moneys for payment in
trust) ("defeasance") or (ii) to be released (a) in the case of any such Debt
Securities that are Senior Debt Securities, from its obligations under Section
1009 of such Indenture or (b) in the case of any such Debt Securities (whether
they are Senior Debt Securities or Subordinated Debt Securities), if so provided
in the Applicable Prospectus Supplement, from its obligations with respect to
any other covenant and, in the case of either (a) or (b) above, any omission to
comply with such obligations will not constitute a Default or an Event of
Default with respect to such Debt Securities ("covenant defeasance"), in either
case upon the irrevocable deposit by the Corporation with the applicable Trustee
(or other qualifying trustee), in trust, of (1) an amount, in the currency or
currencies in which such Debt Securities are then specified as payable at Stated
Maturity, (2) Government Obligations (as defined in the Indenture) applicable to
such Debt Securities (with such applicability being determined on the basis of
the currency in which such Debt Securities are then specified as payable at
Stated Maturity) that, through the payment of principal and interest in
accordance with their terms, will provide money in an amount, or (3) a
combination thereof in an amount, sufficient to pay the principal of (and
premium, if any, on) and interest, if any, on such Debt Securities, and any
mandatory sinking fund or analogous payments thereon, on the scheduled due dates
therefor.
 
     Such a trust may only be established if, among other things, the
Corporation has delivered to the applicable Trustee an opinion of counsel to the
effect that the holders of such Debt Securities to be defeased will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred, and such opinion of counsel, in the case of defeasance under clause
(i) above, must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable U.S. federal income tax law occurring after
the date of the Applicable Indenture. (Article Thirteen)
 
     Unless otherwise provided in the Applicable Prospectus Supplement, if,
after the Corporation has deposited funds, Government Obligations, or both to
effect defeasance or covenant defeasance with respect to Debt Securities of a
series, (a) the holder of a Debt Security of such series is entitled to, and
does, elect pursuant to the terms of such Debt Security to receive payment in a
currency or currency unit other than that in which such deposit has been made in
respect of such Debt Security or (b) a Currency Conversion Event (as defined in
the applicable Indenture) occurs, then the indebtedness represented by such Debt
Security will be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Debt Security as they become due out of the proceeds
yielded by converting the amount so deposited in respect of such Debt Security
into the currency in which such Debt Security becomes payable as a result of
such election or such Currency Conversion Event based on the applicable Market
Exchange Rate. (Section 1305) Unless otherwise provided in the Applicable
Prospectus Supplement, all payments of principal of (and premium, if any) and
interest, if any, on any Debt
 
                                       19
   50
 
Security that is payable in a foreign currency with respect to which a Currency
Conversion Event occurs shall be made in U.S. dollars. (Section 312)
 
     In the event the Corporation effects covenant defeasance with respect to
any Debt Securities and such Debt Securities are declared due and payable
because of the occurrence of any Event of Default other than the Event of
Default described in clause (d) under "Events of Default" with respect to the
obligations described under "Ownership of Voting Stock of Significant Banks"
above (which obligations would no longer be applicable to such Debt Securities)
or described in clause (d) or (g) under "Events of Default" with respect to any
other covenant with respect to which there has been defeasance, the amount in
such currency in which such Debt Securities are payable, and Government
Obligations on deposit with the applicable Trustee will be sufficient to pay
amounts due on such Debt Securities at the time of their Stated Maturity but may
not be sufficient to pay amounts due on such Debt Securities at the time of the
acceleration resulting from such Event of Default. However, the Corporation
would remain liable to make payment of such amounts due at the time of
acceleration.
 
     If the applicable Trustee or any Paying Agent is unable to apply any money
in accordance with the applicable Indenture by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Corporation's obligations under such
Indenture and such Debt Securities shall be revived and reinstated as though no
deposit had occurred pursuant to such Indenture, until such time as such Trustee
or Paying Agent is permitted to apply all such money in accordance with such
Indenture; provided, however, that, if the Corporation makes any payment of
principal of (or premium, if any) or interest on any such Debt Security or
coupon following the reinstatement of its obligations, the Corporation shall be
subrogated to the rights of the holders of such Debt Securities to receive such
payment from the money held by such Trustee or Paying Agent.
 
     The Applicable Prospectus Supplement may further describe the provisions,
if any, permitting defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to the Debt
Securities of or within a particular series and any related coupons.
 
CONSOLIDATION, MERGER, AND SALE OF ASSETS
 
     The Corporation, without the consent of the holders of any of the Debt
Securities under the Indentures, may consolidate with or merge into any other
person, may convey, transfer, or lease its assets substantially as an entirety
to any person, or may permit any person to merge into or consolidate with the
Corporation or convey, transfer or lease its property and assets substantially
as an entirety to the Corporation, provided that: (1) any successor or purchaser
is a corporation organized under the laws of any domestic jurisdiction; (2) any
such successor or purchaser assumes the Corporation's obligations on such Debt
Securities and under the Indentures; (3) after giving effect to the transaction,
with respect to any Senior Debt Securities, no Event of Default and no event
which, after notice of or lapse of time or both would become an Event of Default
or, with respect to any Subordinated Debt Securities, no Default and no event
that, after notice or lapse of time, would become an Event of Default or a
Default, shall have occurred and be continuing; (4) with respect to the Senior
Indenture, if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, shares of voting stock of any Significant Bank
would become subject to a security interest not permitted under the Senior
Indenture, the Corporation or successor, as the case may be, shall take such
steps as shall be necessary effectively to secure the Senior Debt Securities
equally and ratably with (or prior to) all indebtedness secured thereby; and (5)
certain other conditions are met. (Section 801)
 
CONVERSION
 
     The holders of Subordinated Debt Securities of a specified series that are
convertible into Capital Securities ("Subordinated Convertible Debt Securities")
may be entitled or, if so provided in the Applicable Prospectus Supplement, may
be required at such time or times specified in the Applicable Prospectus
Supplement relating to such Subordinated Convertible Debt Securities, subject to
prior redemption, repayment, or repurchase, to convert any Subordinated
Convertible Debt Securities of such series into Capital Securities, at the
conversion price set forth in such Applicable Prospectus Supplement, subject to
adjustment and to such other terms as are set forth in such Applicable
Prospectus Supplement. No separate consideration
 
                                       20
   51
 
will be received for any Capital Securities issued upon conversion of
Subordinated Convertible Debt Securities.
 
RISK FACTORS OF DEBT SECURITIES DENOMINATED IN FOREIGN CURRENCIES
 
     Debt Securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation, the possibility of
significant fluctuations in the foreign currency market, the imposition of
foreign exchange controls, and potential illiquidity in the secondary market.
These risks will vary depending upon the currency involved. These risks may be
more fully described in the Applicable Prospectus Supplement.
 
CONCERNING THE TRUSTEE
 
     Bankers Trust Company is Trustee under both the Senior Indenture and the
Subordinated Indenture. The Corporation and certain of its subsidiaries maintain
deposit accounts and conduct other banking transactions with Bankers Trust
Company in the ordinary course of business. Bankers Trust Company also serves as
trustee under a senior indenture of old KeyCorp.
 
                                       21
   52
 
                         DESCRIPTION OF PREFERRED STOCK
 
     The following description of the terms of the shares of Preferred Stock,
which sets forth certain general terms and provisions of the Preferred Stock to
which any Prospectus Supplement may relate, does not purport to summarize any
particular series of Preferred Stock. Certain terms of any offered series of
Preferred Stock will be described in the Applicable Prospectus Supplement
relating to such series of Preferred Stock. If so indicated in the Applicable
Prospectus Supplement, the terms of any series may differ from the terms set
forth below. The description of certain provisions of the Preferred Stock set
forth below does not purport to be complete and is subject to and qualified in
its entirety by reference to the Amended and Restated Articles of Incorporation
(the "Articles") and the Certificate of Amendment of the Amended and Restated
Articles of Incorporation of the Corporation that relates to a particular series
of Preferred Stock (the "Certificate") which will be filed with the Secretary of
State of the State of Ohio at or prior to the time of the sale of the related
series of Preferred Stock and which will be filed as an exhibit to or
incorporated by reference in the Registration Statement.
 
GENERAL
 
     The Corporation is authorized by its Articles to issue from time to time up
to 25,000,000 shares of Preferred Stock, with a par value of $1 each. All shares
of Preferred Stock must be of equal rank and the express terms thereof must be
identical, except in respect of the terms that may be fixed by the Board of
Directors as described below, and each share of each series shall be identical
with all other shares of such series, except that in the case of a series as to
which dividends are cumulative, the dates from which dividends are cumulative
may vary to reflect differences in the dates of issue. The Preferred Stock will,
when issued against payment therefor, be fully paid and nonassessable. The
Corporation currently has issued and outstanding 1,280,000 shares of 10%
Cumulative Preferred Stock. See "Preferred Stock Outstanding" below for a
discussion of the 10% Cumulative Preferred Stock.
 
     The Board of Directors is authorized by the Articles to cause shares of
Preferred Stock to be issued in one or more series and with respect to each such
series to fix: (1) the designation of the series, which may be by distinguishing
number, letter, or title; (2) the authorized number of shares of such series,
which number the Board of Directors may, except to the extent otherwise provided
in the creation of the series, from time to time, increase or decrease, but not
below the number of shares thereof then outstanding; (3) the dividend rate or
rates (which may be fixed or adjustable) of the shares of the series; (4) the
dates on which dividends, if declared, shall be payable and, in the case of
series on which dividends are cumulative, the dates from which dividends shall
be cumulative; (5) the redemption rights and price or prices, if any, for shares
of the series, (6) the amount, terms, conditions, and manner of operation of any
retirement or sinking fund to be provided for the purchase or redemption of
shares of the series; (7) the amounts payable on shares of the series in the
event of any liquidation, dissolution, or winding up of the affairs of the
Corporation; (8) whether the shares of the series shall be convertible into
Common Shares or shares of any other series or class, and, if so, the
specification of such other class or series, the conversion price or prices or
rate or rates, any adjustment thereof, and all other terms and conditions upon
which such conversion may be made; and (9) the restrictions, if any, upon the
issue of any additional shares of the same series or of any other class or
series. The Board of Directors is authorized to amend from time to time the
Articles fixing, with respect to any unissued shares of Preferred Stock, the
matters described in clauses (1) through (9). Each series of Preferred Stock
will be offered on such of the above terms and at such offering price as
specified in the Applicable Prospectus Supplement.
 
     As described under "Depositary Shares" below, the Corporation may, at its
option, elect to offer Depositary Shares (evidenced by depositary receipts)
which will represent a fraction to be specified in the Applicable Prospectus
Supplement relating to the particular series of Preferred Stock of a share of
the particular series of Preferred Stock issued and deposited with the
Depositary (as defined below), in lieu of offering full shares of such series of
the Preferred Stock.
 
                                       22
   53
 
CERTAIN DEFINITIONS
 
     For the purposes of this Description of Preferred Stock:
 
     Whenever reference is made to shares "ranking prior to the Preferred
Stock," such reference shall mean and include all shares of the Corporation in
respect of which the rights of the holders thereof either as to the payment of
dividends or as to distribution in the event of a liquidation, dissolution, or
winding up of the Corporation are given preference over the rights of the
holders of Preferred Stock.
 
     Whenever reference is made to shares "on a parity with the Preferred
Stock," such reference shall mean and include all shares of the Corporation in
respect of which the rights of the holders thereof as to the payment of
dividends or as to distributions in the event of a liquidation, dissolution, or
winding up of the Corporation rank on an equality or parity with the rights of
the holders of Preferred Stock.
 
     Whenever reference is made to shares "ranking junior to the Preferred
Stock," such reference shall mean and include all shares of the Corporation in
respect of which the rights of the holders thereof as to the payment of
dividends and as to distributions in the event of a liquidation, dissolution, or
winding up of the Corporation are junior or subordinate to the rights of the
holders of Preferred Stock.
 
DIVIDENDS
 
     The holders of Preferred Stock of each series, in preference to the holders
of Common Shares and of any other class of shares of the Corporation ranking
junior to the Preferred Stock shall be entitled to receive, out of any funds
legally available for the payment of dividends and when and as declared by the
Board of Directors, cash dividends at the rates set forth in the Applicable
Prospectus Supplement, and no more, payable on the dividend payment dates fixed
for such series set forth therein (each, a "Dividend Payment Date"). If any date
specified as a Dividend Payment Date is not a business day, dividends, if
declared, on the Preferred Stock will be paid on the immediately succeeding
business day, without interest. Such rates may be fixed or variable. If
variable, the formula used for determining the dividend rate for each dividend
period will be set forth in the Applicable Prospectus Supplement. Dividends on
the Preferred Stock may be cumulative or non-cumulative as provided in the
Applicable Prospectus Supplement.
 
     No full dividends may be paid upon, declared, or set apart for the payment
of dividends on shares ranking on a parity with or junior to the Preferred Stock
unless dividends shall have been paid or set apart for payment on the Preferred
Stock.
 
REDEMPTION
 
     A series of Preferred Stock may be redeemable at any time, in whole or in
part, at the option of the Corporation or the holder thereof upon terms and at
the redemption prices set forth in the Applicable Prospectus Supplement relating
to such series.
 
RIGHTS UPON LIQUIDATION
 
     The holders of shares of Preferred Stock of any series shall, in case of
liquidation, dissolution, or winding up of the Corporation, be entitled to
receive in full out of the assets of the Corporation, including its capital,
before any amount shall be paid or distributed among the holders of Common
Shares or any other shares ranking junior to the Preferred Stock, the amounts
set forth in the Applicable Prospectus Supplement with respect to shares of such
series, plus all accrued and unpaid dividends for such series, in accordance
with the terms set forth in the Applicable Prospectus Supplement.
 
CONVERSION
 
     The holders of specified series of Preferred Stock may be entitled or, if
so provided in the Applicable Prospectus Supplement, may be required, to convert
such shares into Common Shares or any other class or series of Capital
Securities or, in the case of Preferred Stock that is convertible at the option
of the Corporation, other debt securities of the Corporation, at such conversion
price or prices and on such other terms as may be set forth in the Applicable
Prospectus Supplement relating to such series of Preferred Stock.
 
                                       23
   54
 
VOTING RIGHTS
 
     The holders of Preferred Stock shall not be entitled to vote upon matters
presented to the shareholders, except as provided herein or as required by law.
 
     If the Corporation shall fail to pay full cumulative dividends on any
series of Preferred Stock or the 10% Cumulative Preferred Stock (if then
outstanding) for six quarterly dividend payment periods, whether or not
consecutive, the number of directors will be increased by two, and the holders
of all outstanding series of Preferred Stock and the 10% Cumulative Preferred
Stock, voting as a single class without regard to series, will be entitled to
elect such additional two directors until full cumulative dividends for all past
dividend payment periods on all series of Preferred Stock and the 10% Cumulative
Preferred Stock have been paid or declared and set apart for payment or until
non-cumulative dividends have been paid regularly for at least one full year.
Such right to vote separately as a class to elect directors shall, when vested,
be subject, always, to the same provisions for the vesting of such right to
elect directors separately as a class in the case of future dividend defaults.
At any time when such right to elect directors separately as a class shall have
so vested, the Corporation may, and upon the written request of the holders of
record of not less than twenty percent of the total number of shares of the
Preferred Stock and 10% Cumulative Preferred Stock of the Corporation then
outstanding shall, call a special meeting of shareholders for the election of
such directors. In the case of such a written request, such special meeting
shall be held within ninety days after the delivery of such request and, in
either case, at the place and upon the notice provided by law and in the
Regulations of the Corporation, provided that the Corporation shall not be
required to call such a special meeting if such request is received less than
120 days before the date fixed for the next ensuing annual meeting of
shareholders of the Corporation. Directors elected as aforesaid shall serve
until the next annual meeting of shareholders of the Corporation or until their
respective successors shall be elected and qualify. If, prior to the end of the
term of any director elected as aforesaid, a vacancy in the office of such
director shall occur during the continuance of a default in dividends on any
series of Preferred Stock by reason of death, resignation, or disability, such
vacancy shall be filled for the unexpired term by the appointment by the
remaining director or directors elected as aforesaid of a new director for the
unexpired term of such former director.
 
     Under existing interpretations of the Federal Reserve Board and the OTS, if
the holders of any series of Preferred Stock (including, in this case, the 10%
Cumulative Preferred Stock) become entitled to vote for the election of
directors because dividends on such series are in arrears, such series may then
be deemed a "class of voting securities" and a holder of 25% or more of such
series (or a holder of 5% or more if such holder otherwise exercises a
"controlling influence" over the Corporation) may then be subject to regulation
as a bank holding company in accordance with the BHCA, and as a savings and loan
holding company in accordance with the HOLA. In addition, at such time, (i) any
bank holding company or foreign bank with a U.S. presence may be required to
obtain the approval of the Federal Reserve Board under the BHCA to acquire or
retain 5% or more of such series and (ii) any person other than a bank holding
company may be required to obtain the approval of the Federal Reserve Board and
the OTS under the CBCA to acquire or retain 10% or more of such series.
 
     The affirmative vote or consent of the holders of at least two-thirds of
the then outstanding shares of Preferred Stock, given in person or by proxy,
either in writing or at a meeting called for the purpose at which the holders of
Preferred Stock shall vote separately as a class, shall be necessary to effect
any amendment, alteration, or repeal of any of the provisions of the
Corporation's Articles or the Regulations of the Corporation which would be
substantially prejudicial to the voting powers, rights, or preferences of the
holders of Preferred Stock (but so far as the holders of Preferred Stock are
concerned, such action may be effected with such vote or consent); provided,
however, that neither the amendment of the Corporation's Articles to authorize
or to increase the authorized or outstanding number of shares of any class
ranking junior to or on a parity with the Preferred Stock, nor the amendment of
the Regulations so as to change the number of directors of the Corporation shall
be deemed to be substantially prejudicial to the voting powers, rights, or
preferences of the holders of Preferred Stock (and any such amendment referred
to in this proviso may be made without the vote or consent of the holders of the
Preferred Stock); and provided further that if such amendment, alteration, or
repeal would be substantially prejudicial to the rights or preferences of one or
more but not all then outstanding series of Preferred Stock, the affirmative
vote or consent of the holders of at least two-thirds of the then outstanding
shares of the series so affected shall be required.
 
                                       24
   55
 
     The affirmative vote or consent of the holders of at least two-thirds of
the then outstanding shares of Preferred Stock and, if the holders of 10%
Cumulative Preferred Stock are entitled to vote on such matter pursuant to
Section 5 of Part A of Article IV of the Articles, the 10% Cumulative Preferred
Stock, given in person or by proxy, either in writing or at a meeting called for
the purpose at which the holders of Preferred Stock and, if applicable, 10%
Cumulative Preferred Stock shall vote as a single class shall be necessary to
effect any one or more of the following:
 
          (a) The authorization of, or the increase in the authorized number of,
     any shares of any class ranking prior to the Preferred Stock; or
 
          (b) The purchase or redemption for sinking fund purposes or otherwise
     of less than all of the then outstanding Preferred Stock except in
     accordance with a purchase offer made to all holders of record of Preferred
     Stock, unless all dividends on all Preferred Stock then outstanding for all
     previous dividend periods shall have been declared and paid or declared and
     funds therefor set apart and all accrued sinking fund obligations
     applicable thereto shall have been complied with.
 
PREEMPTIVE RIGHTS
 
     No holder of Preferred Stock is entitled as a matter of right to subscribe
for or purchase any part of any issue of shares of the Corporation, of any class
whatsoever, or any part of any issue of securities convertible into shares of
the Corporation, of any class whatsoever, and whether issued for cash, property,
services, or otherwise.
 
REPURCHASE OF SHARES
 
     Subject to the express terms of any series of Preferred Stock or the 10%
Cumulative Preferred Stock, the Corporation, by action of its Board of Directors
and without action by its shareholders, is authorized by its Articles to
purchase any shares of any series of Preferred Stock from time to time in
accordance with the provisions of the Ohio General Corporation Law. Such
purchases may be made either in the open market, or at public or private sales,
in such manner and amounts and at such price as the directors shall, from time
to time determine.
 
PREFERRED STOCK OUTSTANDING
 
     The Corporation has issued and outstanding 1,280,000 shares of the 10%
Cumulative Preferred Stock, which is the only class or series of Preferred Stock
of the Corporation currently outstanding. Dividends, which are cumulative, are
payable on the 10% Cumulative Preferred Stock quarterly on March 31, June 30,
September 30, and December 31 of each year at the rate per annum equal to 10% of
the liquidation preference of $125, or $12.50, per share. The 10% Cumulative
Preferred Stock ranks prior to the Common Shares as to payment of dividends and
upon distribution in the event of a liquidation, dissolution, or winding up of
the Corporation. Unless full cumulative dividends on the 10% Cumulative
Preferred Stock have been paid for all past dividend payment periods, no
dividends (other than in Common Shares or another stock ranking junior to the
10% Cumulative Preferred Stock as to dividends and upon liquidation) shall be
declared or paid or set aside for payment nor shall any other distribution be
made upon the Common Shares or on any other stock of the Corporation ranking
junior to or on a parity with the 10% Cumulative Preferred Stock as to dividends
or upon liquidation. Except as expressly required by applicable law, the holders
of shares of 10% Cumulative Preferred Stock are not entitled to vote on matters
presented to shareholders except under certain circumstances, including (a) if
the Corporation fails to pay full cumulative dividends on the 10% Cumulative
Preferred Stock or on any class of Preferred Stock for six quarterly dividend
periods, whether or not consecutive, in which case the number of directors of
the Corporation will be increased by two and the holders of all outstanding
shares of 10% Cumulative Preferred Stock, together with the holders of all other
outstanding classes of Preferred Stock, will be entitled to vote separately as a
single class without regard to series to elect such additional two Directors
until full cumulative dividends for all past dividend payment periods on all
classes of Preferred Stock and the 10% Cumulative Preferred Stock have been paid
or declared and set apart for payment, and (b) the adoption of any amendment to
the Corporation's Articles that would adversely affect
 
                                       25
   56
 
the powers, preferences, privileges, or rights of the shares of the 10%
Cumulative Preferred Stock, subject to certain exceptions.
 
     The holders of shares of 10% Cumulative Preferred Stock have no preemptive
rights to acquire any additional shares of the Corporation.
 
     The 10% Cumulative Preferred Stock is not redeemable prior to June 30,
1996. On and after such date, the 10% Cumulative Preferred Stock will be
redeemable in cash at the option of the Corporation, in whole or in part, from
time to time upon not less than 30 nor more than 60 days' notice, with the prior
approval of the Federal Reserve Board (if such approval is required), at $125
per share plus all accrued and unpaid dividends to the date fixed for
redemption. Shares of the 10% Cumulative Preferred Stock that are redeemed will
be deemed retired.
 
     The 10% Cumulative Preferred Stock is not convertible into shares of any
other class or series of the capital stock of the Corporation.
 
     In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the Corporation, the holders of shares of 10% Cumulative Preferred
Stock will be entitled to receive out of the assets of the Corporation available
for distribution to shareholders, before any distribution of assets is made to
holders of Common Shares or any other class of stock of the Corporation ranking
junior to the 10% Cumulative Preferred Stock upon liquidation, liquidating
distributions in the amount of $125 per share plus accrued and unpaid dividends.
If, upon any voluntary or involuntary liquidation, dissolution, or winding up of
the Corporation the amounts payable with respect to the 10% Cumulative Preferred
Stock and any other shares of stock of the Corporation ranking as to any such
distribution on a parity with the 10% Cumulative Preferred Stock are not paid in
full, the holders of shares of the 10% Cumulative Preferred Stock and of such
other shares will share ratably in any such distribution of assets of the
Corporation in proportion to the full respective preferential amounts to which
they are entitled.
 
     The 10% Cumulative Preferred Stock is evidenced by depositary shares, each
of which represents a one-fifth interest in a share of 10% Cumulative Preferred
Stock. The 10% Cumulative Preferred Stock is deposited under a Deposit
Agreement, dated July 27, 1991 between the Corporation and Society National
Bank, successor to The Chase Manhattan Bank, as depositary.
 
                        DESCRIPTION OF DEPOSITARY SHARES
 
     The description set forth below and in any Prospectus Supplement of certain
provisions of the Deposit Agreement (as defined below) and of the Depositary
Shares and Depositary Receipts (as defined below) does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
forms of Deposit Agreement and Depositary Receipt relating to each series of the
Preferred Stock, which are filed with the Commission as exhibits to the
Registration Statement of which this Prospectus is a part, copies of which may
be obtained from the Corporation upon request.
 
GENERAL
 
     The Corporation may elect to offer fractional shares of Preferred Stock
rather than full shares of Preferred Stock. In such event, the Corporation will
cause depositary receipts ("Depositary Receipts") to be issued for Depositary
Shares, each of which will represent a fraction (to be set forth in the
Applicable Prospectus Supplement relating to a particular series of Preferred
Stock) of a share of a particular series of Preferred Stock as described below.
 
     The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between the Corporation and a bank or trust company selected by the Corporation
having its principal office in the United States and having a combined capital
and surplus of at least $50,000,000, and any successor as depositary (the
"Depositary"). Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, in proportion to the applicable fraction of a
share of Preferred Stock represented by such Depositary Share, to all the
rights, preferences, and
 
                                       26
   57
 
privileges of the Preferred Stock represented thereby, including any and all
dividend, voting, redemption, conversion, and liquidation rights provided for in
the Certificate.
 
     The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Depositary Receipts will be distributed to
those persons purchasing the fractional shares of Preferred Stock in accordance
with the terms of the offering.
 
     Pending the preparation of definitive Depositary Receipts, the Depositary
will, upon the written order of the Corporation or any holder of Preferred
Stock, execute and deliver temporary Depositary Receipts which are substantially
identical to, and entitle the holders thereof to all the benefits pertaining to,
the definitive Depositary Receipts. Definitive Depositary Receipts will be
prepared thereafter without unreasonable delay, and temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts upon surrender
of the temporary Depositary Receipts at the Depositary's principal office or
such other office or offices, if any, as the Depositary may designate, at the
Corporation's expense and without charge to the holder.
 
DIVIDENDS AND OTHER DISTRIBUTIONS
 
     The Depositary will distribute cash dividends or other cash distributions
received in respect of the deposited shares of Preferred Stock, including any
cash received upon redemption of any shares of Preferred Stock, to the record
holders of Depositary Receipts relating to such Preferred Stock in such amounts
as are, as nearly as practicable, in proportion to the numbers of Depositary
Shares evidenced by the Depositary Receipts held by such holders.
 
     In the event of a distribution other than in cash on the deposited shares
of Preferred Stock, the Depositary will distribute property received by it to
the record holders of Depositary Receipts in such amounts as are, as nearly as
practicable, in proportion to the numbers of such Depositary Shares evidenced by
the Depositary Receipts held by such holders, in any manner that the Depositary
and the Corporation may deem equitable and practicable for accomplishing such
distribution. If the Depositary, after consultation with the Corporation,
determines that such distribution cannot be made proportionately or that it is
otherwise not feasible to make such distribution, it may, with the approval of
the Corporation, adopt such method as it deems equitable and practicable for the
purpose of effecting such distribution, including the public or private sale of
the property received. The Depositary will distribute or make available for
distribution the net proceeds of any such sale to the holders entitled thereto.
 
REDEMPTION OF PREFERRED STOCK
 
     A series of Preferred Stock may be redeemable at any time, in whole or in
part, at the option of the Corporation or the holder thereof, as set forth in
the Applicable Prospectus Supplement relating to such series of Preferred Stock.
Whenever the Corporation elects to redeem shares of Preferred Stock held by the
Depositary, the Depositary will redeem as of the same redemption date the number
of Depositary Shares representing shares of Preferred Stock so redeemed,
provided the Corporation shall have paid in full to the Depositary the
redemption price of the Preferred Stock to be redeemed. In the event of such a
redemption at the option of the Corporation, the Depositary Shares will be
redeemed from the proceeds received by the Depositary resulting from the
redemption of such Preferred Stock held by the Depositary. If fewer than all the
outstanding Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed will be selected by the Depositary by lot or pro rata or by any other
equitable method, in each case as may be determined by the Corporation.
 
     In addition, although Depositary Shares, as such, are not redeemable at the
option of the holder of Depositary Receipts evidencing Depositary Shares, such
holder may, if so specified in the Applicable Prospectus Supplement relating to
an offering of Depositary Shares, surrender Depositary Receipts with written
instructions to the Depositary to instruct the Corporation to cause the
redemption of any specified number of whole or fractional shares of Preferred
Stock represented by the Depositary Shares evidenced by such Depositary
Receipts. The Corporation will thereafter cause the redemption of the Preferred
Stock at the redemption price utilizing the same procedures as those provided
for delivery of Preferred Stock to effect such redemption.
 
                                       27
   58
 
     In the event of redemption at the option of either the Corporation or the
holders of Depositary Receipts, the redemption price per Depositary Share will
be equal to the applicable fraction of the redemption price per share paid in
respect of the shares of the deposited Preferred Stock so redeemed, plus any
other money and other property, if any, represented by each such Depositary
Share, including an amount equal to any accrued and unpaid dividends thereon to
the date of such redemption.
 
     Unless the Corporation defaults in the payment of the redemption price of
any Preferred Stock called for redemption by the Corporation or the holder
thereof and unless otherwise specified in the Certificate, (i) from and after
the redemption date, all dividends in respect of the shares of Preferred Stock
called for redemption will cease to accrue, the Depositary Shares so called for
redemption shall no longer be deemed outstanding, and, except as set forth in
clause (ii) below, all rights of holders of such Depositary Shares shall
terminate except for the right to receive the redemption price thereof, and (ii)
in the case of any redemption at the option of the Corporation or at the option
of the holder, any rights of conversion in respect of such shares of Preferred
Stock shall terminate on the close of business on the redemption date.
 
CONVERSION OF PREFERRED STOCK AT THE OPTION OF THE CORPORATION
 
     The holders of Depositary Shares may be obligated at any time or upon
maturity of the Preferred Stock represented by the Depositary Shares to convert
the Depositary Shares for the number of whole shares of Capital Securities or
other debt securities of the Corporation (as the case may be, in accordance with
the terms of such series of Preferred Stock) in proportion to the number of
shares of Preferred Stock represented by the Depositary Shares. Whenever the
Corporation exercises its option to convert shares of Preferred Stock held by
the Depositary in whole or in part, the Depositary will convert as of the same
conversion date the number of Depositary Shares representing shares of Preferred
Stock so converted provided the Corporation shall have issued and deposited with
the Depositary the Capital Securities or other debt securities for the Preferred
Stock to be converted and paid in full to the Depositary any accrued and unpaid
dividends thereon. In the event of such conversion at the option of the
Corporation, the Depositary Shares will be converted at a conversion rate per
Depositary Share equal to the applicable fraction of the conversion rate per
share then in effect in respect of the shares of deposited Preferred Stock so
converted as such conversion rate may be adjusted from time to time as provided
in the Certificate of Amendment, plus any other money and other property, if
any, represented by each such Depositary Share, including all amounts paid by
the Corporation in respect of dividends which on the conversion date have
accrued on the shares of Preferred Stock to be so converted and have not
theretofore been paid. If fewer than all the outstanding Depositary Shares are
to be converted, the Depositary Shares to be converted will be selected by the
Depositary by lot or pro rata or by any other equitable method, in each case as
may be determined by the Corporation.
 
     From and after the dated fixed for conversion, all dividends in respect of
the shares of Preferred Stock called for conversion shall cease to accrue to the
extent set forth in the Certificate, any rights of conversion or redemption at
the option of the holders of the Depositary Shares represented by Depositary
Receipts evidencing the shares of Preferred Stock called for conversion shall
terminate at the close of business on such conversion date to the extent set
forth in the Certificate, the Depositary Shares called for conversion will no
longer be deemed to be outstanding, and all rights of the holders of the
Depositary Receipts evidencing the Depositary Shares will cease, except the
right to receive the securities payable upon such conversion and any money and
other property, if any, to which the holders of such Depositary Shares were
entitled upon such conversion upon surrender to the Depositary of the Depositary
Receipts evidencing such Depositary Shares.
 
CONVERSION OF PREFERRED STOCK AT THE OPTION OF THE HOLDER
 
     The Depositary Shares, as such, are not convertible at the option of the
holder thereof into Common Shares or any other securities or property of the
Corporation. Nevertheless, if so specified in the Applicable Prospectus
Supplement relating to an offering of Depositary Shares, any holder of
Depositary Shares representing any series of Preferred Stock which is
convertible at the option of the holder, upon surrender of the Depositary
Receipts therefor and delivery of instructions to the Depositary, may cause the
Corporation to convert any specified number of shares of Preferred Stock
represented by the Depositary Shares evidenced by such Depositary Receipts into
the number of whole Common Shares or whole number of shares of any other class
or series of Capital Securities of the Corporation (as the case may be, in
accordance with the terms of
 
                                       28
   59
 
such series of the Preferred Stock) as are issuable, as provided in the
Certificate upon conversion of such shares of Preferred Stock at the conversion
rate (as such term is defined in the Certificate) then in effect, as such
conversion rate may be adjusted by the Corporation from time to time as provided
in the Certificate. In the event that a holder delivers Depositary Receipts to
the Depositary for conversion which in the aggregate are convertible either into
less than one whole Common Share or one whole share of any other class or series
of Capital Securities or into any number of whole Common Shares or whole shares
of any other class or series of Capital Securities plus an excess constituting
less than one whole Common Share or one whole share of any other class or series
of Capital Securities, the holder shall receive payment in lieu of such
fractional Common Shares or fractional shares of such Capital Securities.
 
WITHDRAWAL OF PREFERRED STOCK
 
     Any holder of Depositary Receipts may, upon surrender of such Depositary
Receipts therefor to the Depositary (unless the related Preferred Stock has
previously been called for redemption or conversion at the option of the
Corporation), receive the number of whole shares of the related series of
Preferred Stock and any money and other property represented by such Depositary
Receipts. Holders of Depositary Receipts making such withdrawals will be
entitled to receive whole shares of Preferred Stock on the basis set forth in
the Applicable Prospectus Supplement for such series of Preferred Stock, but
holders of such whole shares of Preferred Stock will not thereafter be entitled
to deposit such Preferred Stock under the Deposit Agreement or to receive
Depositary Shares therefor. If the Depositary Shares represented by the
Depositary Receipts surrendered by the holder in connection with such withdrawal
exceed the number of Depositary Shares that represent the number of whole shares
of Preferred Stock to be withdrawn, the Depositary will deliver to such holder
at the same time a new Depositary Receipt evidencing such excess number of
Depositary Shares.
 
VOTING THE PREFERRED STOCK
 
     Upon receipt of notice of any meeting at which the holders of shares of the
Preferred Stock are entitled to vote, the Depositary will, as soon as
practicable thereafter, mail the information contained in such notice of meeting
to the record holders of the Depositary Receipts representing the Depositary
Shares relating to such Preferred Stock. Each record holder of such Depositary
Receipt on the record date (which will be the same date as the record date of
the Preferred Stock) will be entitled to instruct the Depositary as to the
exercise of the voting rights pertaining to the amount of Preferred Stock
represented by such holder's Depositary Shares. Upon the written request of a
record holder of such Depositary Receipt, the Depositary will, insofar as
practicable, vote or cause to be voted the amount of Preferred Stock represented
by such Depositary Shares evidenced by such Depositary Receipt in accordance
with such instructions, and the Corporation will agree to take all reasonable
actions which may be deemed necessary by the Depositary in order to enable the
Depositary to do so. The Depositary will abstain from voting shares of the
Preferred Stock to the extent it does not receive specific instructions from the
holder of Depositary Receipts evidencing the Depositary Shares representing such
Preferred Stock. The Depositary will not be required to exercise discretion in
voting any Preferred Stock represented by the Depositary Shares evidenced by
such Receipts.
 
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
 
     The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time and from time to time be
amended by agreement between the Corporation and the Depositary in any respect
that they may deem necessary or desirable. However, any amendment which
materially and adversely alters the rights of the holders of Depositary Receipts
or which would be materially and adversely inconsistent with the rights granted
to the holders of the Preferred Stock will not be effective unless such
amendment has been approved by the holders of at least a majority of the
Depositary Shares then outstanding.
 
     The Deposit Agreement automatically terminates if (i) all outstanding
Depositary Shares have been redeemed, converted, or withdrawn; (ii) each share
of Preferred Stock has been converted into Common Shares or shares of any other
class or series of Capital Securities; or (iii) there has been a final
distribution in respect of the Preferred Stock in connection with any
liquidation, dissolution, or winding up of the Corporation and such distribution
has been distributed to the holders of Depositary Receipts. The Deposit
Agreement also
 
                                       29
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may be terminated by the Corporation at any time upon not less than 60 days
prior written notice to the Depositary, in which case the Depositary will, upon
a date not later than 30 days after the date of such notice, deliver to the
record holders, upon surrender of the Depositary Receipts, such number of whole
shares of Preferred Stock as are represented by such Depositary Receipts. In the
event that such Depositary Receipts represent a fractional number of shares of
Preferred Stock, the Depositary will aggregate all interests in such fractional
shares, and, with the approval of the Corporation, adopt such method as it deems
equitable and practicable for the purpose of effecting the distribution of such
interests, including the public or private sale of the whole number of shares of
Preferred Stock so aggregated, or any part thereof, after which the Depositary
will distribute or make available for distribution to the holders of such
Depositary Receipts, as the case may be, the net proceeds of any such sale.
 
CHARGES OF DEPOSITARY AND OTHER TAXES AND CHARGES
 
     The Corporation will pay all fees and expenses of the Depositary, and all
charges of the Depositary in connection with the initial deposit of the
Preferred Stock and the initial issuance of the Depositary Shares evidenced by
the Depositary Receipts, all withdrawals of shares of Preferred Stock by holders
of Depositary Shares, any redemption or conversion of the Preferred Stock at the
option of such holder and any redemption or conversion of the Preferred Stock at
the option of the Corporation. The Corporation will pay all transfer and other
taxes and governmental charges arising solely from the existence of the
depositary arrangements. Holders of Depositary Shares will pay such other
transfer and other taxes and governmental charges as are expressly provided in
the Deposit Agreement to be for their accounts.
 
RESIGNATION AND REMOVAL OF DEPOSITARY
 
     The Depositary may resign at any time by delivering to the Corporation
notice of its election to do so, and the Corporation may at any time remove the
Depositary by notice of such removal delivered to the Depositary, any such
resignation or removal to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment. Such successor Depositary
must be appointed within 60 calendar days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.
 
MISCELLANEOUS
 
     The Depositary will forward to the holders of Depositary Receipts all
notices and reports from the Corporation which are delivered to the Depositary
in its capacity as holder of Preferred Stock and which the Corporation is
required to furnish to the holders of the Preferred Stock.
 
     Neither the Depositary nor the Corporation will be liable to any holder of
any Depositary Receipt if it is prevented or delayed by reason of any present or
future law or regulation of the United States or of any other governmental
authority, or by reason of any present or future provision of the Articles or
the Certificate or by any other circumstance beyond its control in performing
its obligations under the Deposit Agreement or by reason of any exercise of, or
failure to exercise, any discretion provided for in the Deposit Agreement. The
obligations and liabilities of the Corporation to holders of Depositary Receipts
and the Depositary under the Deposit Agreement or any Depositary Receipt will be
limited to performance in good faith of such duties as are specifically set
forth in the Deposit Agreement and the Corporation and the Depositary will not
be obligated to appear in, prosecute, or defend any action, suit, or other
proceeding in respect of deposited shares of Preferred Stock, Depositary Shares,
or Depositary Receipts that in its opinion may subject it to expense or
liability unless satisfactory indemnity is furnished. The Depositary and the
Corporation may rely upon the written advice of counsel and the written advice
of and information provided by any accountant, any holders of Depositary
Receipts and any other persons believed by it in good faith to be competent to
give such advice or information and upon documents believed by it to be genuine
and to have been signed or presented by the proper party or parties.
 
     In the event the Depositary shall receive conflicting claims, requests, or
instructions from any holders of Depositary Receipts, on the one hand, and the
Corporation, on the other hand, the Depositary shall be entitled to act on such
claims, requests, or instructions received from the Corporation.
 
                                       30
   61
 
                          DESCRIPTION OF COMMON SHARES
 
     The description of certain provisions of the Common Shares set forth below
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Articles and the Regulations (i.e. by-laws) of KeyCorp which
are exhibits to the Registration Statement.
 
GENERAL
 
     The Corporation's Common Shares as of December 31, 1994 consisted of
900,000,000 authorized shares, with a par value of $1 each, of which there were
240,362,117 shares outstanding (exclusive of treasury shares). The Common Shares
are traded on the New York Stock Exchange. The transfer agent and registrar for
the Common Shares is Society National Bank.
 
     Common Shares of the Corporation may be issued from time to time, in such
amounts and proportion and for such consideration as may be fixed by the Board
of Directors of the Corporation. No holder of Common Shares has any preemptive
or preferential rights to purchase or to subscribe for any shares of capital
stock or other securities which may be issued by the Corporation. The Common
Shares have no redemption or sinking fund provisions applicable thereto. Common
Shares do not have any conversion rights. The rights of holders of Common Shares
will be subject to, and may be adversely affected by, the rights of holders of
any Preferred Stock that may be issued in the future.
 
     The Corporation may issue authorized but unissued Common Shares in
connection with several employee benefit and stock option and incentive plans
maintained by the Corporation or its subsidiaries, and the Corporation's
Automatic Dividend Reinvestment and Cash Payment Plan.
 
     The outstanding Common Shares are fully paid and non-assessable and future
issuances of Common Shares, when fully paid for, will be non-assessable except
that in both cases Section 1701.95 of the Ohio General Corporation Law provides
that a shareholder who knowingly receives any dividend, distribution, or payment
made contrary to law or the articles of a corporation shall be liable to the
Corporation for the amount received by him that is in excess of the amount that
could have been paid or distributed without violation of law or the articles.
 
DIVIDENDS
 
     When, as, and if dividends, payable in cash, stock, or other property, are
declared by the Board of Directors of the Corporation out of funds legally
available therefor, the holders of Common Shares are entitled to share equally,
share for share, in such dividends. The payment of dividends on the Common
Shares is subject to the prior payment of dividends on the Preferred Stock and
on the 10% Cumulative Preferred Stock.
 
VOTING
 
     Except as described under "Outstanding Preferred Stock" above, holders of
Common Shares have exclusive voting rights of the Corporation and are entitled
to one vote for each share on all matters voted upon by the shareholders.
Holders of Common Shares do not have the right to cumulate their voting power.
 
LIQUIDATION
 
     In the event of any liquidation, dissolution, or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Common Shares
are entitled to receive, on a share for share basis, any assets or funds of the
Corporation which are distributable to its holders of Common Shares upon such
events, subject to the prior rights of creditors of the Corporation and holders
of the Corporation's outstanding Preferred Stock and the 10% Cumulative
Preferred Stock.
 
SHAREHOLDER RIGHTS PLAN
 
     In August 1989, the Corporation's Board of Directors declared a dividend
consisting of Rights to Purchase Common Shares ("Rights"). One of the Rights was
distributed with respect to each Common Share outstanding on September 12, 1989.
Rights have been and will continue to be issued in respect to all
 
                                       31
   62
 
Common Shares that are issued after September 12, 1989 but before the earlier of
the expiration or redemption of the Rights or the occurrence of a Triggering
Event (as defined below), or upon the exercise of any employee stock option
granted prior to a Triggering Event. The description and terms of the Rights are
set forth in the Rights Agreement, dated as of August 25, 1989, between the
Corporation and First Chicago Trust Company of New York, as Rights Agent, as
amended by the First Amendment to Rights Agreement, dated as of February 21,
1991, between the Corporation and the First Chicago Trust Company of New York,
as Rights Agent, a Second Amendment to Rights Agreement, dated as of September
12, 1991, between the Corporation and First Chicago Trust Company of New York,
as Rights Agent, a letter of resignation of First Chicago Trust Company of New
York, dated June 26, 1992, a letter of the Corporation, dated June 26, 1992, to
Ameritrust Texas National Association (now Society National Bank), and a Third
Amendment to Rights Agreement, dated as of October 1, 1993, between the
Corporation and Society National Bank, as Rights Agent (such documents being
hereinafter collectively referred to as "Rights Agreement" which is filed as an
exhibit to the Registration Statement). The Rights are designed to protect the
interests of the Corporation and its shareholders against coercive takeover
tactics. The purpose of the Rights Agreement is to encourage potential acquirors
to negotiate with the Corporation's Board of Directors prior to attempting a
takeover and to give the Board leverage in negotiating on behalf of all
shareholders the terms of any proposed takeover. The Rights Agreement may, but
is not intended to, deter takeover proposals.
 
     Each of the Rights initially represents the right to purchase one Common
Share for $65 (the "Purchase Price"). The Rights will become exercisable 20
calendar days after the earlier of (1) the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person (as defined below), or (2) a public announcement that a person or group
has become the beneficial owner of 15% or more of the outstanding Common Shares
(such person or group being an "Acquiring Person").
 
     Until the Rights become exercisable, they will trade with the Common
Shares, and any transfer of Common Shares will also constitute a transfer of the
associated Rights. When the Rights become exercisable, they will begin to trade
separate and apart from the Common Shares. At that time, separate certificates
representing the Rights will be mailed to holders.
 
     Twenty days after certain events occur ("Flip-in Events"), each of the
Rights will become the right to purchase one Common Share for the then par value
per share (now $1.00 per share), and the Rights beneficially owned by an
Acquiring Person will become void. The Flip-in Events are (1) the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares,
unless the Common Shares are acquired in a tender or exchange offer for all of
the Common Shares at a price and on other terms approved in advance by the
Corporation's Board of Directors, (2) certain self-dealing transactions between
the Corporation and an Acquiring Person, and (3) a reclassification or
recapitalization of the Corporation that has the effect of increasing by more
than 1% the percentage of the Common Shares owned by an Acquiring Person.
 
     If, after a person or group becomes an Acquiring Person, the Corporation is
acquired in a merger or other business combination or 50% or more of its assets
or earning power is sold, each of the Rights will "flip-over" and become the
right to purchase common shares of the acquiror (a "Flip-over Event"). The
holder (other than the Acquiring Person) of each Right would, upon the
occurrence of a Flip-over Event, be entitled to purchase for the then par value
of a Common Share (now $1.00) the number of common shares of the acquiror having
a market price equal to the market price of a Common Share.
 
     The Purchase Price and/or the number of Common Shares (or common shares of
an acquiror) to be purchased upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event the Corporation:
(1) declares a dividend on the Common Shares payable in Common Shares, (2)
subdivides or combines the outstanding Common Shares, (3) issues any shares
other than Common Shares in a reclassification of the Common Shares or (4) makes
a distribution to all holders of Common Shares, of debt securities, subscription
rights, warrants, or other assets (except regular cash dividends). With certain
exceptions, no adjustment will be required until a cumulative adjustment of at
least 1% is required. The Corporation is not required to issue fractional shares
and, instead, may make a cash payment based on the market price of the Common
Shares.
 
                                       32
   63
 
     The Corporation's Board of Directors may redeem the Rights for  1/2
cent each (the "Redemption Price") at any time before a "Triggering Event"
(which is defined as the occurrence of a Flip-over Event or the 20th day after
a Flip-in Event). However, the Rights may not be redeemed while there exists an
Acquiring Person unless (1) Continuing Directors, as defined below, constitute
a majority of the Board of Directors and (2) a majority of the Continuing
Directors approves the redemption. "Continuing Directors" are defined as
directors who were in office prior to a person or group becoming an Acquiring
Person or whose election to office was recommended by a majority of the
Continuing Directors and who are not affiliated with the Acquiring Person. The
Rights will expire on September 12, 1999, unless they are redeemed before that
date.
 
     Until the Rights are exercised, the holders of the Rights, as such, will
have no rights as shareholders of the Corporation, including the right to vote
or receive dividends. Upon exercise of the Rights, the holder of the Common
Share received upon the exercise thereof will be entitled to all the rights of
any other holder of Common Shares.
 
     The provisions of the Rights Agreement may be amended by the Corporation's
Board of Directors to cure any ambiguity or correct any defect or inconsistency
or, prior to a Triggering Event, to make other changes that the Board of
Directors deems to be desirable and not adverse to the interests of the
Corporation and its shareholders.
 
                       DESCRIPTION OF CAPITAL SECURITIES
 
     The following description of Capital Securities is included in this
Prospectus because a Prospectus Supplement may provide that Capital Securities
will be issuable upon conversion at the option of the Corporation of a series of
Subordinated Debt Securities or Preferred Stock. Whenever Capital Securities are
issued upon conversion of Subordinated Debt Securities, the Corporation will be
obligated to deliver Capital Securities with a Market Value (as defined below)
equal to the principal amount of such Subordinated Debt Securities. In addition,
the Corporation will unconditionally undertake to sell the Capital Securities in
a sale (the "Secondary Offering") on behalf of any holders who elect to receive
cash for the Capital Securities in which event the Corporation will bear all
expenses of the Secondary Offering, including underwriting discounts and
commissions. There can be no assurance, however, that there will be a market for
the Capital Securities when issued or at any time thereafter. If the Corporation
fails to deliver any Capital Securities when required to be delivered, the
Trustee may institute judicial proceedings for (i) specific performance, (ii)
money damages equal to the principal amount of the Subordinated Debt Securities
for which Capital Securities were to be converted or (iii) any other proper
remedy. If the Corporation fails to effect the Secondary Offering, it will
deliver to the holders Capital Securities and not cash, upon exchange of the
Subordinated Debt Securities. In such event, the Corporation will have no
specifically enforceable obligation to effect the Secondary Offering, but will
not be relieved of any liability for money damages it would have for breach of
its obligation to effect a Secondary Offering of sufficient amounts of Capital
Securities. The "Market Value" of any Capital Securities means their sale price
in the Secondary Offering. If the Corporation does not effect the Secondary
Offering, the Market Value of such Capital Securities shall be their fair value
when exchanged as determined by three independent nationally recognized
investment banking firms selected by the Corporation.
 
     Whenever Preferred Stock is convertible at the option of the Corporation
into Capital Securities, the Corporation will be obligated to deliver Capital
Securities in an amount either based upon a conversion price or with a required
conversion value. The conversion value will be determined by then market prices,
by an auction or bidding procedure or by such other method as set forth in the
Applicable Prospectus Supplement.
 
     The staff of the Commission has advised that Rules 13e-4 and 14e-1 of the
Commission's rules and regulations relating to tender offers by issuers, as
currently in effect and interpreted, would be applicable to the conversion of
Capital Securities for Subordinated Debt Securities of any series and the
Secondary Offering. If, at the time of the conversion of Capital Securities for
Subordinated Debt Securities of any series and the Secondary Offering, Rule
13e-4 or Rule 14e-1 (or any successor rule or rules) applies to such
transactions, the Corporation will comply with such rule (or any successor rule
or rules) and will afford holders of such Subordinated Securities all rights and
will make all filings required by such rule (or successor rule or rules).
 
                                       33
   64
 
Rule 13e-4 and Rule 14e-1 may also be deemed to apply to Preferred Stock that is
convertible at the option of the Corporation.
 
     The Capital Securities may consist of Common Shares or Preferred Stock. All
Capital Securities which will be issuable upon conversion of Subordinated Debt
Securities or Preferred Stock will, upon issuance, be duly authorized, validly
issued and, if applicable, fully paid and non-assessable.
 
     Any shares of Preferred Stock to be so issued will have such designations,
preferences, dividend, and other rights, qualifications, limitations, and
restrictions as may be determined by the Corporation and approved by the Board
of Directors.
 
                       DESCRIPTION OF SECURITIES WARRANTS
 
     The Corporation may issue, separately or together with any Debt Securities,
Preferred Stock, Common Shares, or Depositary Shares, Securities Warrants for
the purchase of other Debt Securities, Preferred Stock, Common Shares, or
Depositary Shares (collectively, the "Underlying Securities"). The Securities
Warrants will be issued under a warrant agreement (a "Securities Warrant
Agreement") to be entered into between the Corporation and a bank or trust
company, as warrant agent (the "Securities Warrant Agent"), all as set forth in
the Applicable Prospectus Supplement relating to the particular issue of
Securities Warrants. The form of Securities Warrant Agreement, including the
form of certificates representing the Securities Warrants ("Securities Warrant
Certificates"), reflecting the alternative provisions to be included in the
Securities Warrant Agreements that will be entered into with respect to
particular offerings of Securities Warrants, is filed as an exhibit to the
Registration Statement. The following summaries of certain provisions of the
Securities Warrant Agreement and the Securities Warrant Certificates, which are
filed as exhibits to the Registration Statement, do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the Securities Warrant Agreement and the Securities Warrant
Certificates, respectively, including the definitions therein of certain terms.
Wherever defined terms of the Securities Warrant Agreement are referred to, it
is intended that such defined terms shall be incorporated herein by reference.
 
GENERAL
 
     The Applicable Prospectus Supplement relating to the particular issue of
Securities Warrants offered thereby will describe the terms of the offered
Securities Warrants, the Securities Warrant Agreement relating to the offered
Securities Warrants, and the Securities Warrant Certificates representing the
offered Securities Warrants, including the following where applicable: (1) if
the Securities Warrants are offered for separate consideration, the offering
price and the currency for which Securities Warrants may be purchased; (2) the
title, aggregate principal amount, currency, and terms of the series of Debt
Securities purchasable upon exercise of the Debt Warrants and the price at which
such Debt Securities may be purchased upon such exercise; (3) the title, number
of shares, stated value, and terms (including, without limitation, liquidation,
dividend, conversion, redemption, and voting rights) of the series of Preferred
Stock purchasable upon exercise of Preferred Stock Warrants and the price at
which such number of shares of Preferred Stock of such series may be purchased
upon such exercise; (4) the number of Common Shares purchasable upon the
exercise of Common Share Warrants and the price at which such number of Common
Shares may be purchased upon such exercise; (5) the number of Depositary Shares
purchasable upon the exercise of Depositary Share Warrants, the terms of the
Preferred Stock which the Depositary Shares represent and the price at which
such number of Depositary Shares may be purchased upon such exercise; (6) the
date, if any, on and after which the offered Securities Warrants and the related
Debt Securities, Preferred Stock, Common Shares and/or Depositary Shares will be
separately transferable; (7) the time or times at which, or period or periods
during which, the offered Securities Warrants may be exercised and the final
date on which the offered Securities Warrants may be exercised (the "Expiration
Date"); (8) a discussion of the specific United States Federal income tax,
accounting, and other considerations applicable to the Securities Warrants; (9)
the location where the offered Securities Warrants represented by the Securities
Warrant Certificates may be transferred and registered; and (10) any other terms
of the offered Securities Warrants.
 
                                       34
   65
 
     Securities Warrant Certificates will be exchangeable on the terms specified
in the Applicable Prospectus Supplement for new Securities Warrant Certificates
of different denominations evidencing the same aggregate number of Warrants of
the same title, and may be transferred in whole or in part on the terms
specified in the Applicable Prospectus Supplement.
 
     Prospective purchasers of Securities Warrants should be aware that special
U.S. federal income tax, accounting and other considerations may be applicable
to instruments such as Securities Warrants. The Applicable Prospectus Supplement
relating to any issue of Securities Warrants will describe such considerations.
 
EXERCISE OF WARRANTS
 
     Each Securities Warrant will entitle the holder to purchase the principal
amount of or number of Underlying Securities provided for therein, at such
exercise price as shall in each case be set forth in, or be determinable from,
the Applicable Prospectus Supplement relating to the Securities Warrants, by
payment of such exercise price (the "Warrant Price") in full in the currency and
in the manner specified in the Applicable Prospectus Supplement. Securities
Warrants may be exercised at any time at or before 5:00 P.M., New York City time
on the Expiration Date (or such later date to which such Expiration Date may be
extended by the Corporation), and unexercised Securities Warrants will become
void at such time. Securities Warrants may be exercised at the corporate trust
office of the Securities Warrant Agent or any other office indicated in the
Applicable Prospectus Supplement relating to the Securities Warrants.
 
     Upon receipt at the corporate trust office of the Securities Warrant Agent
or any other office indicated in the Applicable Prospectus Supplement of (i)
payment of the Warrant Price and (ii) the form of election to purchase set forth
on the reverse side of the Securities Warrant Certificate properly completed and
duly executed, the Corporation will, as soon as practicable, issue the
Underlying Securities purchasable upon such exercise. If fewer than all of the
Securities Warrants represented by such Securities Warrant Certificate are
exercised, a new Securities Warrant Certificate will be issued for the remaining
number of unexercised Securities Warrants.
 
MODIFICATIONS
 
     The Warrant Agreement may be supplemented or amended by the Corporation and
the Warrant Agent from time to time, without the approval of any Holder (as
defined in the Warrant Agreement), in order to cure any ambiguity, to correct or
supplement any defective or inconsistent provision contained therein, or to make
any other provision in regard to matters or questions arising thereunder that
the Corporation and the Warrant Agent may deem necessary or desirable and which
will not adversely affect the interests of the Holders.
 
     The Corporation and the Warrant Agent may also modify or amend the Warrant
Agreement and the Securities Warrant Certificates with the consent of the
Holders of not fewer than a majority in number of the then outstanding
unexercised Warrants affected by such modification or amendment, for any
purpose, provided that no such modification or amendment that shortens the
period of time during which the Warrants may be exercised, or otherwise
materially and adversely affects the exercise rights of the Holders or reduces
the percentage of Holders of outstanding Warrants the consent of which is
required for modification or amendment of the Warrant Agreement or the Warrants
may be made without the consent of each Holder affected thereby.
 
COMMON SHARE WARRANT ADJUSTMENTS
 
     The terms and conditions on which the Warrant Price of and/or the number of
Common Shares covered by a Warrant to purchase Common Shares (a "Common Share
Warrant") are subject to adjustment will be set forth in the Warrant Agreement
and the Applicable Prospectus Supplement. Such terms will include provisions for
adjusting the Warrant Price and/or the number of Common Shares covered by such
Common Share Warrant; the events requiring such adjustment; the events upon
which the Corporation may, in lieu of making such adjustment, make proper
provision so that the holder of such Common Share Warrant, upon exercise
thereof, would be treated as if such holder had exercised such Common Share
Warrant prior to the
 
                                       35
   66
 
occurrence of such events; and provisions affecting exercise in the event of
certain events affecting the Common Shares.
 
MERGER, CONSOLIDATION, SALE, OR OTHER DISPOSITIONS
 
     If at any time there shall be a merger, consolidation, sale, conveyance,
transfer, lease, or other disposition of substantially all of the assets of the
Corporation, then the successor or assuming corporation shall succeed to and be
substituted for the Corporation in, and the Corporation will be relieved of any
further obligation under, the Warrant Agreement or the Warrants.
 
ENFORCEABILITY OF RIGHTS OF HOLDERS
 
     The Warrant Agent will act solely as an agent of the Corporation in acting
under the Warrant Agreement and in connection with any Warrant Certificate. The
Warrant Agent shall have no duty or responsibility in case of any default by the
Corporation in the performance of its covenants or agreements contained in the
Warrant Agreement or in any Warrant Certificate. Each Holder may, without the
consent of the Warrant Agent, enforce by appropriate legal action, on its own
behalf, the Holder's right to exercise its Warrants in the manner provided in
the Warrant Agreement and its Warrant Certificate.
 
NO RIGHTS AS HOLDERS OF UNDERLYING SECURITIES
 
     Prior to the exercise of any Securities Warrants to purchase Underlying
Securities, holders of such Securities Warrants will not have any of the rights
of holders of the Underlying Securities purchasable upon such exercise,
including, without limitation, the right to receive the payment of principal of,
or premium on, if any, or interest, if any, dividends or distributions of any
kind, if any, on Underlying Securities, the right to enforce any of the
covenants in the Indentures, if applicable, or the right to exercise any voting
rights.
 
                              PLAN OF DISTRIBUTION
 
     The Corporation may sell Securities to one or more underwriters for public
or private offering and sale by them or may sell Securities to investors
directly or through agents (which agents may be affiliates of the Corporation)
that solicit or receive offers on behalf of the Corporation or through dealers
or through a combination of any such methods of sale.
 
     The Applicable Prospectus Supplement will set forth the terms of the
offering of the particular series of Securities to which such Applicable
Prospectus Supplement relates, including (i) the name or names of any
underwriters or agents with whom the Corporation has entered into arrangements
with respect to the sale of such series of Securities, (ii) the initial public
offering or purchase price of such series of Securities, (iii) any underwriting
discounts, commissions, and other items constituting underwriters' compensation
from the Corporation and any other discounts, concessions, or commissions
allowed or reallowed or paid by any underwriters to other dealers, (iv) any
commissions paid to any agents, (v) the net proceeds to the Corporation and (vi)
the securities exchanges, if any, on which such series of Securities will be
listed.
 
     Unless otherwise set forth in the Applicable Prospectus Supplement relating
to a particular series of Securities, the obligations of the underwriters to
purchase such series of Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Securities
will be obligated to purchase all of the Securities of such series allocated to
it if any such Securities are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
 
     The Securities may be offered and sold by the Corporation directly or
through agents designated by the Corporation from time to time. Unless otherwise
indicated in the Applicable Prospectus Supplement, each such agent will be
acting on a reasonable efforts basis for the period of its appointment. Any
agent participating in the distribution of Securities may be deemed to be an
"underwriter," as that term is defined in the Securities Act, of the Securities
so offered and sold. The Securities also may be sold to dealers at the
applicable price to the public set forth in the Applicable Prospectus Supplement
relating to a particular series
 
                                       36
   67
 
of Securities who later resell to investors. Such dealers may be deemed to be
"underwriters" within the meaning of the Securities Act.
 
     Underwriters, dealers, and agents may be entitled, under agreements entered
into with the Corporation, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the Securities Act.
 
     The Corporation may also issue contracts under which the counterparty may
be required to purchase Debt Securities, Preferred Stock, or Depositary Shares.
Such contracts would be issued with Debt Securities, Preferred Stock, or
Depositary Shares and/or Securities Warrants in amounts, at prices and on terms
to be set forth in a Prospectus Supplement.
 
     If so indicated in the Applicable Prospectus Supplement, the Corporation
will authorize underwriters, dealers, or agents to solicit offers by certain
institutions to purchase Securities of a series from the Corporation at the
public offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts (each a "Contract") providing for payment and delivery at a
future date. Each Contract will be subject only to those conditions set forth in
the Applicable Prospectus Supplement and the Applicable Prospectus Supplement
will set forth the commission payable for solicitation of such offers.
 
     Any of the underwriters, dealers, and agents of the Corporation and their
associates may be customers of, engage in transactions with, and perform
services for the Corporation in the ordinary course of business.
 
     The place and time of delivery of the Securities will be set forth in the
Applicable Prospectus Supplement.
 
                                 LEGAL OPINIONS
 
     The validity of the Securities offered hereby will be passed upon for the
Corporation, as shall be indicated in the Applicable Prospectus Supplement, by
either the General Counsel or a Senior Managing Counsel to the Corporation or by
Thompson, Hine and Flory, 1100 National City Bank Building, Cleveland, Ohio
44114, and for the Underwriters by Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022. Shearman & Sterling will rely as to all matters of
Ohio law on the opinion rendered on behalf of the Corporation. The General
Counsel or a Senior Managing Counsel to the Corporation or Thompson, Hine and
Flory, as the case may be, will rely as to all matters of New York law on the
opinion of Shearman & Sterling. The aggregate number of shares owned by
attorneys at Thompson, Hine and Flory or the General Counsel or Senior Managing
Counsel of the Corporation rendering the opinion referred to above on behalf of
the Corporation will be set forth in the Applicable Prospectus Supplement.
 
                                    EXPERTS
 
     The consolidated financial statements of KeyCorp and subsidiaries
incorporated by reference in KeyCorp's Annual Report (Form 10-K) for the year
ended December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
 
                                       37
   68
 
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT, THE
ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT IN CONNECTION WITH THE OFFER
CONTAINED HEREIN AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT,
DEALER OR UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE
ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR IN THE ACCOMPANYING PROSPECTUS OR ANY PRICING
SUPPLEMENT IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF. NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING
PROSPECTUS NOR ANY PRICING SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
 
                               ------------------
 
                               TABLE OF CONTENTS
 


                                        PAGE
                                        -----
                                     
PROSPECTUS SUPPLEMENT
Selected Consolidated Financial
  Data...............................     S-2
Description of Notes.................     S-4
Foreign Currency Risks...............    S-20
United States Tax Considerations.....    S-21
Plan of Distribution.................    S-28
Validity of the Notes................    S-29
PROSPECTUS
Available Information................       2
Incorporation of Certain Documents by
  Reference..........................       2
The Corporation......................       4
Consolidated Ratio of Earnings to
  Fixed Charges and Ratio of Earnings
  to
  Combined Fixed Charges and
  Preferred
  Stock Dividends....................       7
Use of Proceeds......................       7
Description of Debt Securities.......       8
Description of Preferred Stock.......      22
Description of Depositary Shares.....      26
Description of Common Shares.........      31
Description of Capital Securities....      33
Description of Securities Warrants...      34
Plan of Distribution.................      36
Legal Opinions.......................      37
Experts..............................      37

 
$750,000,000
 
SENIOR MEDIUM-TERM NOTES,
SERIES C
 
SUBORDINATED MEDIUM-TERM
NOTES, SERIES B
 
DUE NINE MONTHS
OR MORE FROM DATE
OF ISSUE
 
SALOMON BROTHERS INC
CS FIRST BOSTON
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
 
   
PROSPECTUS SUPPLEMENT
DATED APRIL 21, 1995