<PAGE> 1
As filed with the Securities and Exchange Commission on December 15, 1994
Registration No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 Identification Number)
Incorporation or Organization)
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
____________________
KEYCORP DISCOUNTED STOCK PURCHASE PLAN
(Full Title of the Plan)
____________________
CARTER B. CHASE, EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL, AND SECRETARY
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 689-6300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
____________________
CALCULATION OF REGISTRATION FEE
==============================================================================
| | | |
| | Proposed | Proposed |
Title of | | Maximum | Maximum |
Securities | Amount | Offering | Aggregate | Amount of
to be | to be | Price Per | Offering | Registration
Registered | Registered(1)| Share(2) | Price(2) | Fee(2)
- ---------------|--------------|--------------|----------------|---------------
Common Shares,| | | |
with a par | 400,000 | $24.25 | $9,700,000.00 | $3,344.85
value of $1 | | | |
each(3) | | | |
| | | |
==============================================================================
(1) The 400,000 Common Shares to be registered are in addition to 400,000
Common Shares registered pursuant to KeyCorp's Registration Statement
on Form S-8, File No. 33-52293, filed with the Commission on February
16, 1994 (originally filed under the name Society Corporation).
(2) As required by the Securities Exchange Act of 1933 and Rule 457, the
filing fee is based on the average of the high and low prices for
KeyCorp Common Stock as reported on the New York Stock Exchange as of
December 9, 1994.
(3) Includes associated Rights (the "Rights") to purchase the Registrant's
Common Stock. Until the occurrence of certain prescribed events, none
of which has occurred, the Rights are not exercisable, are evidenced
by the certificates representing the Registrant's Common Stock, and
will be transferred along with and only with the Registrant's Common
Stock.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities
and Exchange Commission (the "Commission"), are hereby incorporated
herein by reference:
1. The Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993 (the Consolidated Financial
Statements, the Notes to Consolidated Financial Statements,
and the Supplemental Consolidated Financial Statements
included in the Corporation's Form 10-K for the year ended
December 31, 1993 have been modified and superseded by the
Consolidated Financial Statements and Notes to Consolidated
Financial Statements included in the Corporation's Current
Report on Form 8-K filed on April 20, 1994);
2. The Corporation's Quarterly Reports on Form 10-Q
for the periods ended March 31, 1994 (as amended by Amendment
No. 1 to Form 10-Q on Form 10-Q/A filed on June 7, 1994),
June 30, 1994, and September 30, 1994;
3. The Corporation's Current Reports on Form 8-K,
filed on (a) January 21, 1994, (b) March 16, 1994 (as amended
by Amendment No. 1 to Form 8-K on Form 8-K/A filed on May 4,
1994), (c) April 12, 1994, (d) April 20, 1994 (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 LLP, 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 the former KeyCorp, a New
York corporation, and Society Corporation, an Ohio
corporation, on a combined basis giving effect to their March
1, 1994 merger in which Society Corporation was the surviving
corporation, and immediately after which Society Corporation
changed its name to KeyCorp), (e) July 19, 1994, (f) July 26,
1994 (as amended by Amendment No. 1 to Form 8-K on Form 8-K/A
filed on August 10, 1994), (g) August 12, 1994, (h) October
21, 1994, and (i) December 15, 1994;
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-
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<PAGE> 3
A/A filed on February 25, 1994, under Section 12 of the
Exchange Act; and
5. All documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 subsequent to 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.
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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
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a director, officer, employee, or agent acted in good faith and in a
manner he or she 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 or her
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.
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 or she 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 or she was
serving as a director, officer, or employee at the request of the
Corporation.
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 the former KeyCorp with and
into Society Corporation), 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.
Except as stated above, 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 of
1933.
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<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
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; (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
clauses (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those clauses is
contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to
Section 13 or Section 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
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<PAGE> 6
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 the controlling precedent, submit
to a court of appropriate jurisdiction the question whether
such indemnification by it against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 7
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 13TH DAY OF
DECEMBER, 1994.
KEYCORP
By /s/ Carter B. Chase
-----------------------------
Carter B. Chase
Executive Vice President,
General Counsel, and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS FORM S-8 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); James W. Wert, Senior Vice President
and 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; Robert W.
Gillespie, 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; Dennis W. Sullivan, Director; Peter G. Ten Eyck, II, Director;
and Nancy B. Veeder, Director.
The undersigned, by signing his name hereto, executes this
Form S-8 Registration Statement pursuant to Powers of Attorney executed by the
above-named officers and Directors of the Registrant and filed with the
Securities and Exchange Commission.
By /s/ Carter B. Chase
-----------------------------
Carter B. Chase
Attorney-in-Fact
December 13, 1994
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<PAGE> 8
KEYCORP
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
REGULATION S-K
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
4(a) Amended and Restated Articles of Incorporation of KeyCorp, filed as Exhibit 7 to Form 8-
A/A filed on February 25, 1994 and incorporated herein by reference.
4(b) Regulations of KeyCorp, filed as Exhibit 6 to Form 8-A/A on February 25, 1994 and
incorporated herein by reference.
4(c) Rights Agreement, dated as of August 25, 1989, between Society Corporation (renamed KeyCorp
on March 1, 1994) and First Chicago Title Company of New York, as Rights Agent, including as
Exhibit A thereto the form of Rights Certificate. Filed as Exhibit 1 to Form 8-A, filed on
August 29, 1989 and incorporated herein by reference.
4(d) First Amendment to Rights Agreement, dated as of February 21, 1991 between Society Corporation
(renamed KeyCorp on March 1, 1994) and First Chicago Trust Company of New York, as Rights Agent.
Filed as Exhibit 1 to Form 8-A, filed on February 28, 1991 and incorporated herein by reference.
4(e) Second Amendment to Rights Agreement, dated as of September 12, 1991 between Society Corporation
(renamed KeyCorp on March 1, 1994) and First Chicago Trust Company of New York, as Rights Agent.
Filed as Exhibit 4 to Schedule 13D, filed on September 23, 1991 and incorporated herein by
reference.
4(f) Third Amendment to Rights Agreement, dated as of October 1, 1993 between Society Corporation
(renamed KeyCorp on March 1, 1994) and Society National Bank, as Rights Agent. Filed as Exhibit
4 to Schedule 13D, filed on October 12, 1993 and incorporated herein by reference.
5 Opinion of Thompson, Hine and Flory.
15 Letter of Ernst & Young LLP regarding unaudited interim financial information.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Thompson, Hine and Flory (included as part of Exhibit 5).
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
<S> <C>
24(a) Certified Resolution of Board of Directors.
24(b) Powers of attorney pursuant to which certain officers and
Directors have signed this Form S-8 Registration Statement.
</TABLE>
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<PAGE> 1
Exhibit 5
THOMPSON, HINE AND FLORY
ATTORNEYS AT LAW
AKRON,OHIO 1100 NATIONAL CITY BANK BUILDING (216) 566-5500
BRUSSELS, BELGIUM 629 EUCLID AVENUE FAX (216) 566-5583
CINCINNATI, OHIO CLEVELAND, OHIO 44114-3070
COLUMBUS, OHIO
DAYTON, OHIO WRITER'S DIRECT
PALM BEACH, FLORIDA December 9, 1994 DIAL NUMBER
WASHINGTON, D.C.
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 400,000 additional KeyCorp Common Shares,
$1 par value each (the "Shares"), to be registered in
connection with the Company's Discounted Stock Purchase
Plan (formerly known as the Employees' Stock Purchase Plan
and referred to herein as the "Plan").
In connection with the foregoing, we have
examined the following:
1. The Amended and Restated Articles of
Incorporation and the 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 necessary
to examine as a basis for the opinions hereinafter
expressed;
3. The Registration Statement (including
Exhibits thereto) to be filed with the 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
December 9, 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 to the Registration Statement and to
the use of our name therein.
Very truly yours,
/s/ Thompson, Hine and Flory
<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, dated December 15, 1994, pertaining to
400,000 KeyCorp common shares pursuant to the KeyCorp Discounted Stock Purchase
Plan, of our reports dated April 19, July 18, and October 17, 1994 relating to
the unaudited consolidated interim financial statements of KeyCorp, included in
its Forms 10-Q for the quarters ended March 31, June 30, and September 30,
1994.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the Registration Statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
--------------------------------
ERNST & YOUNG LLP
Cleveland, Ohio
December 13, 1994
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus, dated December 15, 1994,
pertaining to 400,000 KeyCorp common shares pursuant to the KeyCorp
Discounted Stock Purchase Plan, of our reports:
(a) dated March 1, 1994, with respct 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; and
<(b) dated Janaury 20, 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 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.
/s/ Ernst & Young LLP
-----------------------------
ERNST & YOUNG LLP
Cleveland, Ohio
December 13, 1994
<PAGE> 1
Exhibit 24(a)
KeyCorp KeyCorp
[logo]
127 Public Square
Cleveland, Ohio 44114-1306
CERTIFICATION
-------------
I, Steven N. Bulloch, hereby certify that I am an Assistant Secretary
of KeyCorp, a corporation duly organized under the laws of the State of Ohio,
that I have in my possession the corporate records regarding the Corporation,
and that attached hereto is a true and correct copy of the resolution duly
adopted by the Compensation and Organization Committee of the Board of
Directors of such Corporation at a meeting thereof duly called and held on
September 14, 1994, at which meeting a quorum of the Committee was present
throughout, and that such resolutions have not been rescinded and are in full
force and effect.
IN WITNESS THEREOF, the undersigned has hereunto put his hand and the
seal of this Corporation on this 7th day of November, 1994.
/s/ Steven N. Bulloch
-------------------------
Steven N. Bulloch
Assistant Secretary
KeyCorp
<PAGE> 2
Resolution adopted by the Compensation and Organization Committee of the Board
of Directors of KeyCorp on September 14, 1994.
RESOLVED, that, effective January 1, 1995, the KeyCorp Employees'
Stock Purchase Plan (Plan), be amended to (1) modify the definition of
"Eligible Employee" to include all employees of KeyCorp or its
subsidiaries other than those specifically excluded under the express
terms of the Plan, (2) change the name of the Plan to the KeyCorp
Discounted Stock Purchase Plan, (3) limit the amount of common shares
which may be purchased by an eligible employee under the Plan in any
calendar year to $50,000.00, and (4) make any other changes required by
law or deemed necessary or advisable in connection with the above
amendments.
FURTHER RESOLVED, that definitive documents setting forth the
amendments to the Plan adopted herein to (1) modify the definition of
"Eligible Employee", (2) change the name of the Plan to the KeyCorp
Discounted Stock Purchase Plan, and (3) to limit the amount of common
shares which may be purchased by an eligible employee in any calendar
year, and for such other changes as required by law, or deemed necessary
or advisable in connection with the above amendments, be prepared and
executed by any officer of the Corporation without further action of this
Committee, the Corporation's Board of Directors, or any other committee
of the Corporation's Board of Directors.
FURTHER RESOLVED, that, in addition to the 400,000 Common
Shares currently authorized to be issued and sold under the Plan, the
Corporation is hereby authorized to issue and sell up to 400,000
additional Common Shares pursuant to the Plan as amended and that the
officers of the Corporation be and each of them is hereby authorized to
cause to be issued from time to time up to an aggregate amount of 800,000
Common Shares in connection with the Plan.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby 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 (the "Commission") such
registration statements or amendments to existing registration statements
(on such form or forms as are applicable) under the Securities Act of
1933, as amended (the "1933 Act"), and to do or cause to be done all
things necessary or advisable to effect registration under the 1993 Act
of the Common Shares authorized above to be issued and sold under the
Plan.
FURTHER RESOLVED, that the officers of the Corporation be and each
of them is hereby authorized to take any and all action and to execute
the definitive plan and trust amendments and such other documents,
including any additional instruments or amendments effecting changes to
any of the plans under the authority of the above resolutions, as may be
necessary or advisable to carry out the purposes of the foregoing
resolutions.
<PAGE> 1
Exhibit 24(b)
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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 1994.
/s/ James W. Wert
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 1994.
/s/ Lee G. Irving
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 1994.
/s/ H. Douglas Barclay
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 11, 1994.
/s/ William G. Bares
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 1994.
/s/ Albert C. Bersticker
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 16, 1994.
/s/ Thomas A. Commes
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 1994.
/s/ Kenneth M. Curtis
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 14, 1994.
/s/ John C. Dimmer
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 14, 1994.
/s/ Lucie J. Fjeldstad
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 1994.
/s/ Robert W. Gillespie
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 14, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 15, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 15, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 14, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 11, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 11, 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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 16, 1994.
/s/ Dennis W. Sullivan
------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 17, 1994.
/s/ Peter G. Ten Eyck, II
-------------------------
<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, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, 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 statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a 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 November 14, 1994.
/s/ Nancy B. Veeder
------------------------
