<PAGE> 1
As filed with the Securities and Exchange Commission on August 1, 1994.
Registration No. 33-
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
KEYCORP
(Exact name of Registrant as specified in its charter)
OHIO 34-6542451
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 689-3000
(Address, including zip code and telephone number, including area
code, of Registrant's principal executive offices)
CARTER B. CHASE, ESQ., EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 689-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________________
KEYCORP
PROFIT SHARING PLUS PLAN
(Full title of the plan)
_________________________
Copies to:
THOMAS C. STEVENS, ESQ.
Thompson, Hine and Flory
1100 National City Bank Building
Cleveland, Ohio 44114
(215) 566-5500
_________________________
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
_________________________
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================+======================+=========================+===========================+==========================
| | Proposed | Proposed |
Title of each class of | Amount to be | maximum offering | maximum aggregate | Amount of
securities to be registered | registered1 | price per share2 | offering price2 | registration fee2
<S> | <C> | <C> | <C> | <C>
- ----------------------------+----------------------+-------------------------+---------------------------+--------------------------
Common Shares, with a par | 150,000 | $31.50 | $4,725,000 | $1,629.32
value of $1 each3 | | | |
============================+======================+=========================+===========================+==========================
<FN>
1In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
2The proposed maximum offering price per share and in the aggregate have been estimated solely for the purpose of computing the
registration fee pursuant to Rule 457 of the Securities Act of 1933. The registration fee has been calculated in accordance with
Rule 457(h) and (c) based on the average of the high and low prices reported for KeyCorp Common Shares on the New York Stock
Exchange on July 27, 1994 (such average being $31.50 per Common Share).
3Includes associated rights (the "Rights") to purchase Common Shares. Until the occurrence of certain prescribed events, none
of which have occurred, the Rights are not exercisable, are evidenced by the certificate representing Common Shares, and will be
transferred along with and only with Common Shares.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information filed with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), by the Registrant, KeyCorp, an Ohio
corporation (the "Corporation"), and the KeyCorp Profit Sharing Plus Plan (the
"Plan") are hereby incorporated by reference into this Form S-8 Registration
Statement (the "Registration Statement"):
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993;
2. The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994 filed on May 16, 1994;
3. The Corporation's Current Reports on Form 8-K, filed on January 21,
March 16 (as amended by Amendment No. 1 to Form 8-K on Form 8-K/A
filed on May 4, 1994), April 12, April 20, 1994, July 19 and July 26
(including as exhibits in the case of the Form 8-K filed on April 20,
1994 (i) Management's Discussion and Analysis of Financial Condition
and Results of Operations; (ii) Report of Ernst & Young, Independent
Auditors; (iii) Consolidated Financial Statements for the fiscal year
ended December 31, 1993; (iv) Notes to Consolidated Financial
Statements; and (v) descriptions of the Corporation's business
(including a discussion of regulatory and supervisory matters) and
properties, all of which reflect KeyCorp, a New York corporation
("old KeyCorp"), and Society Corporation, an Ohio corporation
("Society"), on a combined basis, giving effect to their March 1,
1994 merger);
4. 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;
5. The Plan's Annual Report on Form 11-K for the year ended December 31,
1993.
All documents subsequently filed by the Corporation or the Plan
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed
<PAGE> 3
to be incorporated by reference into this Registration Statement 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 Registration Statement to the extent that a statement
contained herein 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 Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Securities offered hereby will be passed upon for
the Corporation by Thompson, Hine and Flory, 1100 National City Bank Building,
Cleveland, Ohio 44114. As of July 28, 1994, attorneys at Thompson, Hine and
Flory owned an aggregate of approximately 60,407 shares of KeyCorp's Common
Shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents within prescribed limits and must
indemnify them under certain circumstances. Ohio law does not provide statutory
authorization for a corporation to indemnify directors, officers, employees,
and agents for settlements, fines, or judgments in the context of derivative
suits. However, it provides that directors (but not officers, employees, and
agents) are entitled to mandatory advancement of expenses, including attorneys'
fees, incurred in defending any action, including derivative actions, brought
against the director, provided the director agrees to cooperate with the
corporation concerning the matter and to repay the amount advanced if it is
proved by clear and convincing evidence that his act or failure to act was done
with deliberate intent to cause injury to the corporation or with reckless
disregard for the corporation's best interests.
Ohio law does not authorize payment of judgments to a director,
officer, employee, or agent after a finding of negligence or misconduct in a
derivative suit absent a court order. Indemnification is required, however, to
the extent such person succeeds on the merits. In all other cases, if a
director, officer, employee, or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, indemnification is discretionary except as otherwise provided by a
corporation's articles, code of regulations, or by contract except with respect
to the advancement of expenses of directors.
Under Ohio law, a director is not liable for monetary damages unless
it is proved by clear and convincing evidence that his action or failure to
act was undertaken with deliberate intent to cause injury to the corporation
or with reckless disregard for the best interests of the corporation. There is,
however, no comparable provision limiting the liability of officers, employees,
or agents of a corporation. The statutory right to indemnification is not
exclusive in Ohio, and Ohio corporations may, among other things, procure
insurance for such persons.
- 2 -
<PAGE> 4
The Corporation's Regulations provide that the Corporation shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit, or proceeding by reason of the fact
that he is or was a director, officer, or employee of the Corporation or of any
other bank, corporation, partnership, trust, or other enterprise for which he
was serving as a director, officer, or employee at the request of the
Corporation.
Except as stated in this item, neither the Amended and Restated
Articles of Incorporation of the Corporation nor any other contract or
arrangement to which the Corporation is a party provides for such
indemnification. Under the terms of the Corporation's directors' and officers'
liability and company reimbursement insurance policy, directors and officers of
the Corporation are insured against certain liabilities, including liabilities
arising under the Securities Act.
The Corporation is a party to Employment Agreements with, respectively,
Victor J. Riley, Jr., Robert W. Gillespie, and Roger Noall, and the Corporation
is a party to Change of Control Agreements with certain other executive
officers (the provisions of which became effective as a result of the merger of
old KeyCorp with and into Society), pursuant to which the Corporation has
agreed to indemnify the officer, to the full extent permitted or authorized by
Ohio law, if the officer is made or threatened to be made a party to any
action, suit, or proceeding by reason of the officer's serving as an employee,
officer, or director of the Corporation and/or any of its subsidiaries or any
other company at the request of the Corporation or any of its subsidiaries, and
the Corporation has agreed to advance expenses incurred by the officer in
defending any such action, suit, or proceeding.
ITEM 8. EXHIBITS.
See Index to Exhibits at page 6.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
- 3 -
<PAGE> 5
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question
- 4 -
<PAGE> 6
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on this 28th day of
July, 1994.
KEYCORP
By /s/ Lee G. Irving
----------------------------
Lee G. Irving
Executive Vice President, Treasurer
and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Title and Description
---------------------
Victor J. Riley, Jr.,Chairman of the Board, Chief Executive Officer,
and Director (Principal Executive Officer); Robert W. Gillespie,
President and Director; James W. Wert, Chief Financial Officer
(Principal Financial Officer); Lee G. Irving, Executive Vice
President, Treasurer, and Chief Accounting Officer (Principal
Accounting Officer); H. Douglas Barclay, Director; William G. Bares;
Director; Albert C. Bersticker, Director; Thomas A. Commes, Director;
Kenneth M. Curtis, Director; John C. Dimmer, Director; Lucie J.
Fjeldstad, Director; Stephen R. Hardis, Director; Henry S. Hemingway,
Director; Charles R. Hogan, Director; Lawrence A. Leser, Director;
Steven A. Minter, Director; M. Thomas Moore, Director; John C. Morley,
Director; Richard W. Pogue, Director; Robert A. Schumacher, Director;
Ronald B. Stafford, Director; Dennis W. Sullivan, Director; Peter G.
Ten Eyck II, Director and Nancy B. Veeder, Director.
By /s/ Lee G. Irving
----------------------------
Lee G. Irving
Attorney-in-Fact
July 28, 1994
- 5 -
<PAGE> 7
<TABLE>
KEYCORP
INDEX TO EXHIBITS
FORM
S-8 SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<S> <C> <C>
(4) (a) Amended and Restated Articles of Incorporated herein by
Incorporation of KeyCorp reference to Exhibit 7
to Form 8-A/A filed on
February 25, 1994
(b) Regulations of KeyCorp Incorporated herein by
reference to Exhibit 6
to Form 8-A/A filed on
February 25, 1994
(c) Rights Agreement, dated as of August Incorporated herein by
25, 1989, between Society reference to Exhibit 1
Corporation (renamed KeyCorp on to Form 8-A filed on
March 1, 1994) and First Chicago August 29, 1989
Trust Company of New York, as Rights
Agent, including as Exhibit A
thereto the form of Rights
Certificate
(d) Amendment No. 1 to Rights Agreement, Incorporated hereby by
dated February 21, 1991, between reference to Exhibit 1
Society Corporation (renamed KeyCorp to Form 8-A filed on
on March 1, 1994) and First Chicago February 28, 1991
Trust Company of New York, as Rights
Agent
(e) Amendment No. 2 to Rights Agreement, Incorporated herein by
dated September 12, 1991, between reference to Exhibit 4
Society Corporation (renamed KeyCorp to Schedule 13D filed
on March 1, 1994) and First Chicago on September 23, 1991
Trust Company of New York, as Rights
Agent
(f) Amendment No. 3 to Rights Agreement, Incorporated herein by
dated October 1, 1993, between reference to Exhibit 4
Society Corporation (renamed KeyCorp to Schedule 13D filed
on March 1, 1994) and Society National on October 12, 1993
Bank, as Rights Agent
(5) (a) Opinion of Thompson, Hine and Flory
as to the legality of the securities
to be registered
(b) Determination letter of the Internal
Revenue Service
</TABLE>
- 6 -
<PAGE> 8
<TABLE>
<CAPTION>
FORM
S-8 SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<S> <C>
(15) Letter of Ernst & Young Regarding
Unaudited Interim Financial
Information
(23) (a) Consent of Ernst & Young
(b) Consent of Thompson, Hine and Flory
(included as part of Exhibit 5)
(24) (a) Powers of Attorney
(b) Certified Resolutions of Board of
Directors of KeyCorp
</TABLE>
- 7 -
<PAGE> 1
Exhibit 5(a)
[Thompson, Hine and Flory letterhead]
July 28, 1994
KeyCorp
127 Public Square
Cleveland, Ohio 44114
Gentlemen:
As counsel for KeyCorp (the "Company"), we are familiar with the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, with respect to 150,000 of the
Company's Common Shares, with a par value of $1 each (the "Shares"), to be
issued in connection with the Company's Profit Sharing Plus Plan (the "Plan").
In connection with the foregoing, we have examined the following:
1. The Amended and Restated Articles of Incorporation and Regulations
of the Company, both as amended to date;
2. The records relating to the organization of the Company and such
other records of corporate proceedings and such other documents as we deemed it
necessary to examine as a basis for the opinions hereinafter expressed;
3. The Registration Statement (including Exhibits thereto) to be filed
with the Securities and Exchange Commission; and
4. Copies of the Plan, and the records of the proceedings of the Board
of Directors of the Company relating to the adoption and approval thereof.
Based upon such examination, we are of the opinion that:
<PAGE> 2
THOMPSON, HINE AND FLORY
KeyCorp Page 2
July 28, 1994
A. The Company is a corporation duly organized and validly existing
under the laws of the State of Ohio.
B. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5(a) to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Thompson, Hine and Flory
THOMPSON, HINE AND FLORY
<PAGE> 1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
Exhibit 5(b)
C.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
14-1538208
Date: File Folder Number:
MAY 17 1989 140008137
Person to Contact:
ALLAN FELSEN
KEYCORP Contact Telephone Number:
ONE KEYCORP PLAZA (516) 832-8582
ALBANY, NY 12207 Plan Name:
KEYCORP PROFIT SHARING PLUS PLAN
Plan Number: 002
Dear Applicant:
Based on the information supplied, we have made a favorable
determination on your application identified above. Please keep this letter in
your permanent records.
Continued qualification of the plan will depend on its effect in
operation under its present form. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) The status of the plan in operation will be reviewed
periodically.
The enclosed document describes the impact of Notice 86-13 and some
events that could occur after you receive this letter that would automatically
nullify it without specific notice from us. The document also explains how
operation of the plan may affect a favorable determination letter, and contains
information about filing requirements.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other Federal
or local statutes.
Your plan does not consider total compensation for purposes of figuring
benefits. The provision may, in operation, discriminate in favor of employees
who are stockholders, officers, or highly compensated. If this discrimination
occurs, your plan will not remain qualified. (See Rev. Rul. 69-503, 1969-2
C.B. 94.)
This determination letter is applicable for the amendment(s) adopted on
August 15 1988.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
Letter 835(DO/CG)
<PAGE> 2
-2-
KEYCORP
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Eugene D. Alexander
Eugene D. Alexander
District Director
Enclosures:
Publication 794
PWBA 515
Letter 835(DO/CG)
<PAGE> 3
-3-
KEYCORP
Your plan requires participation on the last day of the plan year inorder to
share in the years contribution. This may in operation result in prohibited
discrimination as provide for by Revenue Ruling 76-250.
Based on the facts at the time of this determination, the contributions were
determined to satisfy the requirements of IRC section 401[k][3]. If those
facts change materially and discrimination results, this letter will no longer
apply.
Letter 835(DO/CG)
<PAGE> 1
Exhibit 15
ACKNOWLEDGMENT LETTER OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
KeyCorp
We are aware of the incorporation by reference in KeyCorp's Registration
Statement on Form S-8 pertaining to the KeyCorp Profit Sharing Plus Plan dated
July 29, 1994, of our report dated April 19, 1994 relating to the unaudited
consolidated interim financial statements of KeyCorp, included in the Quarterly
Report on Form 10-Q for the quarter ended March 31, 1994.
Pursuant to Rule 436(c) of the Securities Act of 1993, our report is not a part
of the Registration Statements prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1993.
/s/ Ernst & Young
Cleveland, Ohio
July 29, 1994
<PAGE> 1
Exhibit 23(a)
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the KeyCorp Profit Sharing Plus
Plan dated July 29, 1994 of our reports:
(a) dated March 1, 1994, with respect to the consolidated financial
statements for the year ended December 31, 1993, of KeyCorp as restated
to give effect to the March 1, 1994 merger of KeyCorp and Society
Corporation, accounted for as a pooling of interests, such
financial statements are included in and incorporated by reference
into the Corporation's Current Report on Form 8-K filed with the
Commission on April 20, 1994;
(b) dated January 20, 1994, except for Note 2 as to which the date is
March 1, 1994, with repect to the consolidated financial statments
for the year ended December 31, 1993, of KeyCorp (the combining
company), which on March 1, 1994 merged with Society Corporation,
subsequently renamed KeyCorp, included in the Corporation's Current
Report on Form 8-K filed with the Commission on March 16, 1994; and
(c) dated March 1, 1994, with respect to the supplemental consolidated
financial statements for the year ended December 31, 1993 of KeyCorp
(the combined entity) included in KeyCorp's Annual Report on Form 10-K
filed with the Securities and Exchange Commission. The supplemental
consolidated financial statements became the historical financial
statements of KeyCorp upon filing of the Corporation's Current Report
on Form 8-K with the Commission on April 20, 1994.
In addition, we consent to the incorporation by reference in this Registration
Statement of our report dated January 28, 1994, except for Note 2 as to which
the date is March 1, 1994, with respect to the consolidated financial
statements for the year ended December 31, 1993 of Society Corporation included
in the Annual Report on Form 10-K filed with the Securities and Exchange
Commission that have subsequently been restated to give effect to the March 1,
1994 merger of KeyCorp and Society Corporation.
/s/ Ernst & Young
Cleveland, Ohio
July 29, 1994
<PAGE> 1
Exhibit 24(a)
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of June 6, 1994.
/s/ Victor J. Riley, Jr.
-----------------------------
<PAGE> 2
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Robert W. Gillespie
-----------------------------
<PAGE> 3
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 15, 1994.
/s/ James W. Wert
----------------------------
<PAGE> 4
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 15, 1994.
/s/ Lee G. Irving
------------------------------
<PAGE> 5
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ H. Douglas Barclay
-----------------------------
<PAGE> 6
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 27, 1994.
/s/ William G. Bares
-----------------------------
<PAGE> 7
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Albert C. Bersticker
-----------------------------
<PAGE> 8
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 27, 1994.
/s/ Thomas A. Commes
-----------------------------
<PAGE> 9
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Kenneth M. Curtis
---------------------------
<PAGE> 10
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ John C. Dimmer
-----------------------------
<PAGE> 11
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Lucie J. Fjeldstad
-----------------------------
<PAGE> 12
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee R. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 26, 1994.
/s/ Stephen R. Hardis
------------------------
<PAGE> 13
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Henry S. Hemingway
----------------------------
<PAGE> 14
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Charles R. Hogan
-----------------------------
<PAGE> 15
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Lawrence A. Leser
-----------------------------
<PAGE> 16
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Steven A. Minter
-----------------------------
<PAGE> 17
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 27, 1994.
/s/ M. Thomas Moore
-----------------------------
<PAGE> 18
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 27, 1994.
/s/ John C. Morley
-----------------------------
<PAGE> 19
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Richard W. Pogue
-----------------------------
<PAGE> 20
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 30, 1994.
/s/ Robert A. Schumacher
-----------------------------
<PAGE> 21
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 28, 1994.
/s/ Ronald B. Stafford
-----------------------------
<PAGE> 22
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 30, 1994.
/s/ Dennis W. Sullivan
-----------------------------
<PAGE> 23
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Peter G. Ten Eyck II
-----------------------------
<PAGE> 24
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form S-8,
with respect to its Common Shares and the plan interests issuable pursuant to
KeyCorp's Profit Sharing Plus Plan hereby constitutes and appoints James W.
Wert, Lee G. Irving, and Carter B. Chase, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of May 31, 1994.
/s/ Nancy B. Veeder
-----------------------------
<PAGE> 1
Exhibit 24(b)
KEYCORP
[logo] 127 Public Square
Cleveland, Ohio 44114-1306
I, Carter B. Chase, hereby certify that I am the Secretary of KeyCorp,
that the attached is a true and correct copy of a resolution duly adopted by
the Board of Directors of the Corporation at a meeting thereof duly called and
held on May 19, 1994, at which meeting a quorum of the Board was present
throughout, and that the resolution has not been rescinded or amended and is
still in full force and effect.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and the
seal of the Corporation this 27th day of July, 1994.
/s/ Carter B. Chase
---------------------
Carter B. Chase
Secretary
<PAGE> 2
EXHIBIT G
---------
Resolution adopted by the Board of Directors of KeyCorp on May 19, 1994.
RESOLVED, that the Chief Financial Officer, Treasurer,
General Counsel and Secretary, or any of them or any other officer of the
Corporation designated by any one of them be, and each of them hereby is,
authorized, for and on behalf of the Corporation, to prepare or cause to be
prepared and to execute and file with the Securities and Exchange Commission
(a) a registration statement on Form S-8 (or on such other form or forms as
are applicable) under the Securities Act of 1933, as amended (the "1933 Act")
with respect to the Common Shares of the Corporation and the plan interests
issuable pursuant to the Corporation's Profit Sharing Plus Plan, a defined
contribution profit sharing plan of old KeyCorp, (b) any and all amendments,
post-effective amendments, and exhibits thereto, and (c) any and all other
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration.
FURTHER RESOLVED, that the Chief Financial Officer,
Treasurer, General Counsel and Secretary, or any one of them or any other
officer of the Corporation designated by any one of them be, and each of them
hereby is, appointed as the attorneys of the Corporation, with full power of
substitution and resubstitution, for and in the name, place or stead of the
Corporation, to sign and file (a) a registration statement on Form S-8 (or on
such other form or forms as are applicable), (b) any and all amendments,
post-effective amendments and exhibits thereto, and (c) any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration, with full power
and authority to do and perform any and all such acts and things whatsoever
requisite and necessary to effect such registration.
FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized, for and on behalf of the Corporation, in connection with any
offering of such securities or such registration, to take any action which any
of them may deem necessary or advisable to effect the registration or
qualification of the securities under the securities or blue sky laws of any
of the States of the United States of America or any applicable foreign
jurisdiction or to carry out such offering, as contemplated by resolutions
heretofore adopted, and in connection therewith to execute, acknowledge,
verify, deliver, file, and publish all such applications, reports, issuer's
covenants, resolutions, and other papers and instruments, to post bonds or
otherwise give security as may be required under such laws and to take all
such further action as any of them may deem necessary or advisable in order to
maintain any such registration or qualification for as long as any such officer
may deem to be in the best interests of the Corporation.
FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized, for and on behalf of the Corporation, to execute and file
irrevocable written consents to service of process in all States of the United
States of America or applicable foreign jurisdiction where such consents may
be required or advisable under the securities law thereof in connection with
the registration or qualification of such securities, and to appoint the
appropriate person as agent of the Corporation for the purpose of receiving and
accepting such process.
FURTHER RESOLVED, that any form of additional resolution or
resolutions required by law or regulation in connection with the foregoing
resolutions, be and hereby are
<PAGE> 3
adopted, and that the Secretary or any Assistant Secretary of the Corporation
be and each of them is hereby authorized to certify as having been adopted by
the Board of Directors of the Corporation any such form of resolution, and a
copy of each form of resolution so certified shall be attached to the minutes
of this meeting.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them are hereby authorized to take any and all action as may be
necessary or advisable to carry out the intent and purposes of the foregoing
resolutions.
