<PAGE> 1
As filed with the Securities and Exchange Commission on December 5, 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 (I.R.S. employer identification no.)
of incorporation or organization)
127 Public Square, Cleveland, Ohio 44114
(Address of principal executive offices)
KEYCORP AMENDED AND RESTATED
1991 EQUITY COMPENSATION PLAN
(Full title of the plan)
_______________
Carter B. Chase, Esq., Executive Vice President, General Counsel, and Secretary
KeyCorp
127 Public Square
Cleveland, Ohio 44114
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 216/689-6300
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE*** OFFERING PRICE*** REGISTRATION FEE***
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 4,800,000** $24.25 $116,400,000.00 $40,138.21
with a par value
of $1 each*
====================================================================================================================================
<FN>
* Includes 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.
** Maximum number of shares available for purchase under the Plan.
*** The 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 December 1, 1994 (such average being
$24.25 per Common Share).
</TABLE>
<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 "SEC"), are incorporated herein by reference: the
KeyCorp (the "Corporation") Annual Report on Form 10-K for the year ended
December 31, 1993 (the Consolidated Financial Statements, the Notes to the
Consolidated Financial Statements, and the Supplemental Consolidated Financial
Statements included in KeyCorp's Form 10-K for the year ended December 31, 1993
have been modified and superseded by KeyCorp's Current Report on Form 8-K filed
on April 20, 1994); the 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; the Corporation's
Current Reports on Form 8-K filed with the SEC on January 21, 1994, March 16,
1994 (as amended by Amendment No. 1 to Form 8-K on Form 8-K/A filed on May 4,
1994), April 12, 1994, 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,
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), July 19, 1994,
July 26, 1994 (as amended by Amendment No. 1 to Form 8-K on Form 8-K/A filed
on August 10, 1994), August 12, 1994, and October 21, 1994; all documents filed
by the Corporation or the Plan 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, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents; and the description of the Common Shares and the Rights
to purchase Common Shares contained in the Corporation's Registration Statement
on Form 8-A filed with the SEC on July 31, 1992 pursuant to Section 12(b) of
the Securities Exchange Act of 1934, as amended by Form 8-A/A filed with the
SEC on February 25, 1994.
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.
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<PAGE> 3
Item 4 DESCRIPTION OF SECURITIES
Not Applicable
Item 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Opinion - the validity of the Common Shares to be
offered hereunder has been reviewed and an opinion has been
issued by the law firm of Thompson, Hine and Flory. The
attorneys of Thompson, Hine and Flory have advised the
Registrant that as of October 31, 1994, they own an aggregate
of approximately 59,730 Common Shares of the Corporation.
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 or her 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 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,
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<PAGE> 4
partnership, trust, or other enterprise for which he or she 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 of
1933.
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, a New York corporation, with and into
the former Society Corporation, an Ohio 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.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8 EXHIBITS
The Exhibits to the Registration Statement are listed in the
Exhibit Index on page 7 of this Registration Statement.
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<PAGE> 5
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 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 Section 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
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<PAGE> 6
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
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 the 5th day of
December, 1994.
KEYCORP
By: /s/ Steven N. Bulloch
------------------------
Steven N. Bulloch
Assistant Secretary
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<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURES AND TITLE DATE
-------------------- ----
<S> <C>
Officers and Directors of KeyCorp:
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 IRVING,
Executive Vice President, Treasurer, and Chief Accounting
Officer (Principal Accounting Officer); H. DOUGLAS BARCLAY, November 16, 1994
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; NANCY B. VEEDER,
Director.
</TABLE>
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.
Date: December 5, 1994 By: /s/ Steven N. Bulloch
------------------------------------
Steven N. Bulloch, Attorney-in-Fact
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<PAGE> 8
<TABLE>
KEYCORP
INDEX TO EXHIBITS
<CAPTION>
REGULATION S-K SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- --------
<S> <C> <C>
4(a) Amended and Restated Articles of Incorporation of KeyCorp, filed N/A
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 filed on N/A
February 25, 1994 and incorporated herein by reference.
4(c) Rights Agreement, dated as of August 25, 1989, between KeyCorp N/A
and First Chicago Title Company of New York, as Rights Agent,
including as Exhibit A thereto the form of Right 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, N/A
1991 between KeyCorp 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, N/A
1991, between KeyCorp 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, N/A
between KeyCorp and Society National Bank, as Rights Agent.
Filed as Exhibit 4 to Schedule 13D, filed October 12, 1993, and
incorporated herein by reference.
</TABLE>
-8-
<PAGE> 9
<TABLE>
<CAPTION>
REGULATIONS S-K SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- --------
<S> <C> <C>
5 Opinion of Thompson, Hine and Flory, as to the legality of Common
Shares being registered.
15 Letter of Ernst & Young re unaudited interim financial
information
23(a) Consent of Ernst & Young
23(b) Consent of Thompson, Hine and Flory (set forth in their opinion N/A
referenced as Exhibit 5)
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.
99 KeyCorp 1991 Equity Compensation Plan filed as Exhibit A to N/A
definitive Proxy Statement for KeyCorp's 1994 Annual Meeting of
Shareholders held on May 19, 1994, filed April 19, 1994, and
incorporated herein by reference.
</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 WRITER'S DIRECT
DAYTON, OHIO DIAL NUMBER
PALM BEACH, FLORIDA
WASHINGTON, D.C. 566-5500
November 30, 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 4,800,000 of the
Company's Common Shares, $1 par value each and related rights to purchase
Common Shares (the "Shares"), to be registered in connection with the Company's
Amended and Restated 1991 Equity Compensation Plan (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
November 30, 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 pertaining to 4,800,000 KeyCorp common shares pursuant to
the KeyCorp Amended and Restated 1991 Equity Compensation Plan dated December
5, 1994, 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
November 29, 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 pertaining to 4,800,000 KeyCorp common shares
pursuant to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
dated December 5, 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; and
(b) dated January 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
November 29, 1994
<PAGE> 1
Exhibit 24(a)
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 Board of Directors of such Corporation at a meeting thereof duly
called and held on March 17, 1994, at which meeting a quorum of the Board 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
EXHIBIT N
---------
Resolution adopted by the Board of Directors of KeyCorp on March 17, 1994.
RESOLVED, that the KeyCorp 1991 Equity Compensation Plan (the
"Plan"), in the form attached hereto as Exhibit 1, is hereby
recommended for adoption by the shareholders of the Corporation.
FURTHER RESOLVED, that the Plan be submitted to the
Corporation's shareholders at their annual meeting to be held May 19,
1994, for approval upon the favorable vote of the holders of a majority
of Common Shares present in person or by proxy at the meeting.
FURTHER RESOLVED, that 4,800,000 authorized but not
outstanding Common Shares of the Corporation are initially reserved for
issuance in connection with awards under the Plan as of May 19, 1994,
and on each January 2, hereafter occurring, the number of Common Shares
of the Corporation reserved for issuance in connection with awards
under the Plan shall be automatically increased in the same amount as
the increase in the number of Common Shares that become available for
grant of awards under the Plan on each such January 2, and that the
number of Common Shares so reserved (1) shall be appropriately adjusted
upon the happening of one of more of events enumerated in Section 13 of
the Plan, entitled "Adjustment Upon Changes in Common Shares", and (2)
shall be appropriately decreased in the event Common Shares become
outstanding upon granting or exercise of any awards pursuant to the
plan, and that such shares shall either be shares currently held in
treasury, newly issued shares which are currently authorized but not
issued or outstanding, or issued and outstanding shares hereafter
purchased and held in treasury.
FURTHER RESOLVED, that upon the issuance of any Common
Shares upon granting or exercise of any amount pursuant to the Plan, a
amount per share equal to the par value of each Common Share so issued
shall be allocated to stated capital and the balance of any proceeds per
share received by the Corporation shall be allocated to capital in
excess of par value.
FURTHER RESOLVED, that pursuant to the terms of the Plan, the
Executive Equity Compensation Committee of the Corporation's Board of
Directors is hereby designated as the Committee of the Board of
Directors to administer such Plan.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to do or cause to be done all things
necessary or desirable to keep effective the registration of the Plan
on the Securities and Exchange Commission's (the "Commission") Form S-8
(the "Registration") or such other form or forms that may be applicable
under the Securities Act of 1933, as amended, including the filing of
such additional amendments and post-effective amendments to the
Registration as they, or any of them, may approve.
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<PAGE> 3
EXHIBIT 1
---------
KEYCORP
AMENDED AND RESTATED
1991 EQUITY COMPENSATION PLAN
1. PURPOSE. The KeyCorp Amended and Restated 1991 Equity
Compensation Plan is intended to promote the interests of KeyCorp and its
shareholders by providing equity-based incentives for effective service and
high levels of performance to selected Employees who are in a position to make
a substantial contribution to the continued progress and success of the
Corporation and its Subsidiaries and thereby to enable the Corporation and its
Subsidiaries to attract and retain qualified individuals to serve as Employees
in those positions. To achieve these purposes, the Corporation may grant
Awards of Options, Stock Appreciation Rights, Limited Stock Appreciation Rights,
Restricted Stock, and Performance Shares to selected Employees, all in
accordance with the terms and conditions hereinafter set forth.
2. DEFINITIONS.
2.1 1934 ACT. The term "1934 Act" shall mean the Securities
Exchange Act of 1934, as amended.
2.2 ACQUISITION PRICE. The term "Acquisition Price" with respect to
Restricted Stock shall mean such amount, not less than the par value per Common
Share, as may be specified by the Committee in the Award Instrument with
respect to that Restricted Stock as the consideration to be paid by the
Employee for that Restricted Stock.
2.3 AWARD. The term "Award" shall mean an award granted under the
Plan of an Option, of Stock Appreciation Rights, of Limited Stock Appreciation
Rights, of Restricted Stock, or of Performance Shares.
2.4 AWARD INSTRUMENT. The term "Award Instrument" shall mean a
written instrument evidencing an Award in such form and with such provisions
as the Committee may prescribe, including, without limitation, an agreement to
be executed by the Employee and the Corporation, a certificate issued by the
Corporation, or a letter executed by the Committee or its designee. Acceptance
of the Award Instrument by an Employee constitutes agreement to the terms of
the Award evidenced thereby.
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<PAGE> 4
2.5 CHANGE OF CONTROL. A "Change of Control" shall be deemed to
have occurred if at any time or from time to time after the date of the grant of
the relevant Award:
(a) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form, or report), each as adopted under the
1934 Act, disclosing the acquisition of 25% or more of the voting
stock of the Corporation in a transaction or series of transactions by
any person (as the term "person" is used in Section 13(d) and Section
14(d) (2) of the 1934 Act),
(b) during any period of 24 consecutive calendar months,
individuals who at the beginning of such period constitute the
directors of the Corporation cease for any reason to constitute at
least a majority thereof unless the election of each new director of
the Corporation was approved or recommended by the vote of at least
two-thirds of the directors of the Corporation then still in office
who were directors of the Corporation at the beginning of any such
period; provided, however, in the case of Awards granted on or after
March 1, 1994 (the date of the merger of the former KeyCorp, a New
York corporation, into Society Corporation, an Ohio corporation,
whereupon the surviving corporation changed its name to KeyCorp), the
measuring period under this clause (b), in lieu of being defined as
"during any period of 24 consecutive calendar months," shall be
defined as "during any period of 24 consecutive calendar months
commencing after March 1, 1994, and if, at the relevant time, 24
consecutive calendar months have not elapsed since March 1, 1994, then
during the period since March 1, 1994",
(c) The Corporation merges with or into or consolidates with
another corporation following approval of the shareholders of the
Corporation of such merger or consolidation and, after giving effect
to such merger or consolidation, less than sixty percent (60%) of the
then outstanding voting securities of the surviving or resulting
corporation represent or were issued in exchange for voting securities
of the Corporation outstanding immediately prior to such merger or
consolidation,
(d) there is a sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of
all or substantially all of the assets of the Corporation following
approval of the shareholders of the Corporation of such transaction or
series of transactions, or
(e) the shareholders of the Corporation shall approve any
plan or proposal for the liquidation or dissolution of the Corporation.
2.6 COMMITTEE. The term "Committee" shall mean a committee
appointed by the Board of Directors of the Corporation to administer the Plan.
The Committee
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<PAGE> 5
shall be composed of not less than three directors of the Corporation. The
Board of Directors may also appoint one or more directors as alternate members
of the Committee. No officer or Employee of the Corporation or of any Subsidiary
shall be a member or alternate member of the Committee. The Committee shall at
all times be so comprised (a) as to satisfy the disinterested administration
standard contained in Rule 16b-3, if required to qualify for the Rule 16b-3
Exemption and (b) as to satisfy the outside director standard under Section
162(m) of the Internal Revenue Code of 1986, as amended, if required to
qualify compensation paid under one or more of the provisions of the Plan as
performance-based compensation within the meaning of that section.
2.7 COMMON SHARES. The term "Common Shares" shall mean common
shares of the Corporation, with a par value of $1 each.
2.8 CORPORATION. The term "Corporation" shall mean KeyCorp and its
successors, including the surviving or resulting corporation of any merger of
KeyCorp with or into, or any consolidation of KeyCorp with, any other
corporation or corporations.
2.9 DISABILITY. The term "Disability" with respect to an Employee
shall mean physical or mental impairment which entitles the Employee to receive
disability payments under any long term disability plan maintained by the
Corporation.
2.10 EMPLOYEE. The term "Employee" shall mean any individual employed
by the Corporation or by any Subsidiary and shall include officers as well as
all other employees of the Corporation or of any Subsidiary (including
employees who are members of the Board of Directors of the Corporation or any
Subsidiary).
2.11 EMPLOYMENT TERMINATION DATE. The term "Employment Termination
Date" with respect to an Employee shall mean the first date on which the
Employee is no longer employed by the Corporation or any Subsidiary.
2.12 EXERCISE PRICE. The term "Exercise Price" with respect to an
Option shall mean the price specified in the Option at which the Common Shares
subject to the Option may be purchased by the holder of the Option.
2.13 FAIR MARKET VALUE. Except as otherwise determined by the Committee
at the time of the grant of an Award, the term "Fair Market Value" with respect
to Common Shares shall mean: (a) if the Common Shares are traded on a national
exchange, the mean between the high and low sales price per Common Share on
that national exchange on the date for which the determination of fair market
value is made or, if there are no sales of Common Shares on that date, then on
the next preceding date on which there were any sales of Common Shares, or (b)
if the Common Shares are not traded on a national exchange, the mean between
the high and low sales price per Common Share in the over-the-counter market,
National Market System, as
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reported by the National Quotations Bureau, Inc. and NASDAQ on the date for
which the determination of fair market value is made or, if there are no sales
of Common Shares on that date, then on the next preceding date on which there
were any sales of Common Shares.
2.14 INCENTIVE STOCK OPTION. The term "Incentive Stock Option" shall
mean an Option intended by the Committee to qualify as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
2.15 LIMITED STOCK APPRECIATION RIGHT. The term "Limited
Stock Appreciation Right" or "Limited SAR" shall mean an Award granted to an
Employee with respect to all or any part of any Option, that entitles the holder
thereof to receive from the Corporation, upon exercise of the Limited SAR and
surrender of the related Option, or any portion of the Limited SAR and the
related Option, an amount equal to (unless the Committee specifies a different
amount at the time of the grant of the Award):
(a) in the case of a Limited SAR granted with respect to an
Incentive Stock Option, 100% of the excess, if any, measured at the
time of the exercise of the Limited SAR, of (i) the Fair Market Value
of the Common Shares subject to the Incentive Stock Option with
respect to which the Limited SAR is exercised over (ii) the Exercise
Price of those Common Shares under the Incentive Stock Option, or
(b) in the case of a Limited SAR granted with respect
to a Nonqualified Option, 100% of the highest of:
(i) the excess, measured at the time of the exercise
of the Limited SAR, of (A) the Fair Market Value of the Common
Shares subject to the Nonqualified Option with respect to which
the Limited SAR is exercised over (B) the Exercise Price of
those Common Shares under the Nonqualified Option,
(ii) The excess of (A) the highest gross price
(before brokerage commissions and soliciting dealers' fees)
paid or to be paid for a Common Share (whether in cash or in
property and whether by way of exchange, conversion,
distribution upon liquidation, or otherwise) in connection with
any Change of Control multiplied by the number of Common Shares
subject to the Nonqualified Option with respect to which the
Limited SAR is exercised over (B) the Exercise Price of those
Common Shares under the Nonqualified Option, or
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(iii) the excess of (A) the highest Fair Market Value
of the Common Shares subject to the Nonqualified Option with
respect to which the Limited SAR is exercised on any one day
during the period beginning on the sixtieth day prior to the date
on which the Limited SAR is exercised multiplied by the number of
Common Shares subject to the Nonqualified Option with respect to
which the Limited SAR is exercised over (B) the Exercise Price of
those Common Shares under the Nonqualifed Option.
2.16 NONQUALIFIED OPTION. The term "Nonqualified Option" shall mean an
Option intended by the Committee not to qualify as an "incentive stock option"
under Section 422 of the Internal Revenue Code of 1986, as amended.
2.17 OPTION. The term "Option," (a) when used otherwise than in
connection with the term Stock Appreciation Right or Limited Stock Appreciation
Right, shall mean an Award entitling the holder thereof to purchase a specified
number of Common Shares at a specified price during a specified period of time,
and (b) when used in connection with the term Stock Appreciation Right or
Limited Stock Appreciation Right, shall mean (i) any such Award or (ii) any
award under any other plan maintained or assumed by the Corporation entitling
the holder thereof to purchase a specified number of Common Shares at a
specified price during a specified period of time.
2.18 OPTION EXPIRATION DATE. The term "Option Expiration Date" with
respect to any Option shall mean the date selected by the Committee after
which, except as provided in Section 10.4 in the case of the death of the
Employee to whom the option was granted, the Option may not be exercised.
2.19 PERFORMANCE GOAL. The term "Performance Goal" shall mean a
performance goal specified by the Committee in connection with the potential
grant of Performance Shares and may include, without limitation, goals based
upon cumulative earnings per Common Share, return on investment, return on
shareholders' equity, or achievement of any other goals, whether or not readily
expressed in financial terms, that are related to the performance by the
Corporation, by any Subsidiary, or by any Employee or group of Employees in
connection with services performed by that Employee or those Employees for the
Corporation, a Subsidiary, or any one or more subunits of the Corporation or
of any Subsidiary.
2.20 PERFORMANCE PERIOD. The term "Performance Period" shall mean such
one or more periods of time, which may be of varying and overlapping duration,
as the Committee may select, over which the attainment of one or more
Performance Goals will be relevant in connection with one or more Awards of
Performance Shares.
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2.21 PERFORMANCE SHARES. The term "Performance Shares" shall mean an
Award denominated in Common Shares and contingent upon attainment of one or
more Performance Goals by the Corporation or a Subsidiary or any subunit of the
Corporation or of any Subsidiary over a Performance Period.
2.22 PLAN. The term "Plan" shall mean this KeyCorp Amended and Restated
1991 Equity Compensation Plan as from time to time hereafter amended in
accordance with Section 20.
2.23 RESTRICTED STOCK. The term "Restricted Stock" shall mean Common
Shares of the Corporation delivered to an Employee pursuant to an Award
subject to such restrictions, conditions and contingencies as the Committee
may provide in the relevant Award Instrument, including (a) the restriction
that the Employee not sell, transfer, otherwise dispose of, or pledge or
otherwise hypothecate the Restricted Stock during the applicable Restriction
Period, (b) the requirement that, subject to the provisions of Section 10, if
the Employee's employment terminates so that the Employee is no longer employed
by the Corporation or any Subsidiary before the end of the applicable
Restriction Period, the Employee will offer to sell to the Corporation at the
Acquisition Price each Common Share of Restricted Stock held by the Employee
at the Employment Termination Date with respect to which, as of that date, any
restrictions, conditions or contingencies have not lapsed, and (c) such other
restrictions, conditions, and contingencies, if any, as the Committee may
provide in the Award Instrument with respect to that Restricted Stock.
2.24. RESTRICTION PERIOD. The term "Restriction Period" with respect
to an Award of Restricted Stock shall mean the period selected by the Committee
and specified in the Award Instrument with respect to that Restricted Stock
during which the Employee may not sell, transfer, otherwise dispose of, or
pledge or otherwise hypothecate that Restricted Stock.
2.25 RULE 16B-3. Term "Rule 16b-3" shall mean Rule 16b-3 or any rule
promulgated in replacement thereof or in substitution therefor under the 1934
Act.
2.26 RULE 16B-3 EXEMPTION. The term "Rule 16b-3 Exemption" shall mean
the exemption from Section 16(b) of the 1934 Act that is available under Rule
16b-3.
2.27 SECTION 16(B) EMPLOYEE. The term "Section 16(b) Employee" shall
mean an individual who is, or at any time within the preceding six months was,
a director, officer, or 10% shareholder of the Corporation within the meaning of
Section 16(b) of the 1934 Act.
2.28 STOCK APPRECIATION RIGHT. The term "Stock Appreciation Right" or
"SAR" shall mean an Award granted to an Employee with respect to all or any
part of any Option that entitles the holder thereof to receive from the
Corporation, upon exercise of the SAR and surrender of the related Option, or
any portion of the SAR and
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the related Option, an amount equal to 100%, or such lesser percentage as the
Committee may determine at the time of the grant of the Award, of the excess,
if any, measured at the time of the exercise of the SAR, of (a) the Fair Market
Value of the Common Shares subject to the Option with respect to which the SAR
is exercised over (b) the Exercise Price of those Common Shares under the
Option.
2.29 SUBSIDIARY. the term "Subsidiary" shall mean any corporation,
partnership, joint venture, or other business entity in which the Corporation
owns, directiy or indirectly, 50 percent or more of the total combined voting
power of all classes of stock (in the case of a corporation) or other ownership
interest (in the case of any entity other than a corporation).
2.30 TANDEM AWARD. The term "Tandem Award" shall mean any two or more
Awards that are linked by the terms of any such Awards so that the exercise of
one such Award, in whole or in part, requires or will automatically result in
the surrender or cancellation, in whole or in proportionate part, of the other
such Awards.
3. ADMINISTRATION. The Plan shall be administered by the Committee.
No Award may be made under the Plan to any member or alternate member of the
Committee. The Committee shall have authority, subject to the terms of the
Plan, (a) to determine the Employees who are eligible to participate in the
Plan, the type, size, and terms of Awards to be granted to any Employee, the
time or times at which Awards shall be exercisable or at which restrictions,
conditions, and contingencies shall lapse, and the terms and provisions of the
instruments by which Awards shall be evidenced, (b) to establish any other
restrictions, conditions, and contingencies on Awards in addition to those
prescribed by the Plan, (c) to interpret the Plan, and (d) to make all
determinations necessary for the administration of the Plan.
The construction and interpretation by the Committee of any provision
of the Plan or any Award Instrument delivered pursuant to the Plan and any
determination by the Committee pursuant to any provision of the Plan or any
Award Instrument shall be final and conclusive. No member or alternate member of
the Committee shall be liable for any such action or determination made in good
faith.
The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without a meeting, by a writing or
writings signed by all of the members of the Committee. In addition, the
Committee may authorize any one or more of their number or any officer of the
Corporation to execute and deliver documents on behalf of the Committee and the
Committee may delegate to one or more employees, agents, or officers of the
Corporation, or to one or more third party consultants, accountants, lawyers,
or other advisors, such ministerial duties related to the operation of the
Plan as it may deem appropriate.
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4. ELIGIBILITY. Awards may be granted to Employees of the
Corporation or any Subsidiary selected by the Committee in its sole discretion.
The granting of any Award to an Employee shall not entitle that Employee to,
nor disqualify the Employee from, participation in any other grant of an Award.
The maximum number of Common Shares with respect to which any Employee may
receive Awards during any calendar year shall be the lesser of 200,000 Common
Shares or .2% of the outstanding Common Shares of the Corporation on the date
such award was made, which maximum number shall be subject to adjustment as
provided in Section 13 of the Plan.
5. STOCK SUBJECT TO THE PLAN. The Stock that may be issued and
distributed to Employees in connection with Awards granted under the Plan
shall be Common Shares and may be authorized and unissued Common Shares,
treasury Common Shares, or Common Shares acquired on the open market
specifically for distribution under the Plan, as the Board of Directors may
from time to time determine.
Subject to adjustment as provided in Section 13, the number of Common
Shares available for grant of Awards under the Plan shall be determined from
time to time as foilows: (a) on the date of the 1994 Annual Meeting of
Shareholders of the Corporation (at which meeting an amendment and restatement
of the Plan was submitted for approval of the shareholders of the Corporation),
the number of Common Shares available for grant of Awards under the Plan shall
equal two percent of the total number of Common Shares outstanding on March 31,
1994, and (b) on January 2, 1995 and on each January 2 occurring thereafter
during the life of the Plan, the number of Common Shares available for grant
of Awards under the Plan shall be increased by adding to the number of Common
Shares then available for grant of Awards under the Plan, the number of Common
Shares of the Corporation that, when added to the number of Common Shares that
otherwise remain available for grant of additional Awards under the Plan on
that January 2, equals two percent of the total number of Common Shares of the
Corporation outstanding on December 31st of the next proceeding year.
The number of Common Shares remaining available for grants of additional
Awards under the Plan at any particular time during a calendar year shall be
reduced, upon the granting thereafter of any Award under the Plan, by the full
number of Common Shares subject to that Award except that, in the case of any
particular Tandem Award, the number of Common Shares counted as being subject
to such Tandem Award shall be the maximum number of Common Shares with respect
to which the Employee may receive value under such Tandem Award. If any Award
for any reason expires or is terminated, in whole or in part, without the
receipt by an Employee of Common Shares (or the equivalent thereof in cash or
other property), the Common Shares subject to that part of the Award that has
so expired or terminated shall again be available for the future grant of
Awards under the Plan.
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Notwithstanding any other provision of the Plan, but subject to
adjustment under Section 13, (a) the maximum number of Common Shares that may
be issued under the Plan pursuant to Incentive Stock Options shall be
4,800,000 Common Shares, and (b) the maximum number of Common Shares that may
be issued under the Plan as Restricted Stock during any calendar year shall be
that number of Common Shares that is equal to five percent of the total number
of Common Shares available for grant of Awards under the Plan as of January 2
of that calendar year.
6. STOCK OPTIONS.
6.1 TYPE AND DATE OF GRANT OF OPTIONS.
(a) The Award Instrument pursuant to which any Incentive Stock
Option is granted shall specify that the Option granted thereby shall
be treated as an Incentive Stock Option. The Award Instrument pursuant
to which any Nonqualified Option is granted shall specify that the
Option granted thereby shall not be treated as an Incentive Stock Option.
(b) The day on which the Committee authorizes the grant of an
Incentive Stock Option shall be the date on which that Option is
granted. No Incentive Stock Option may be granted on any date after
the tenth anniversary of the date of adoption, on March 17, 1994, by
the Board of Directors of the Corporation, of the Plan as amended and
restated.
(c) The day on which the Committee authorizes the grant of a
Nonqualified Option shall be considered the date on which that Option is
granted, unless the Committee specifies a later date.
6.2 EXERCISE PRICE. The Exercise Price under any Option shall be
not less than the Fair Market Value of the Common Shares subject to the Option
on the date the Option is granted.
6.3 OPTION EXPIRATION DATE. The Option Expiration Date under any
Incentive Stock Option shall be not later than ten years from the date on
which the Option is granted. The Option Expiration Date under any Nonqualified
Option shall not be later than ten years and one month from the date on which
the Option is granted.
6.4 EXERCISE OF OPTIONS.
(a) Except as otherwise provided in Section 10, an Option may
be exercised only (i) while the Employee to whom the Option was granted
is in the employ of the Corporation or of a Subsidiary, and (ii) after
the Employee to whom the Option was granted has been in the continuous
employ of the Corporation or of a Subsidiary for at least six months
from the date on which the Option was granted. Subject to these
requirements, each Option shall
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become exercisable in one or more installments at the time or times
provided in the Award Instrument evidencing the Option. Once any
portion of an Option becomes exercisable, that portion shall remain
exercisable until expiration or termination of the Option. An Employee
to whom an Option is granted may exercise the Option from time to time,
in whole or in part, up to the total number of Common Shares with
respect to which the Option is then exercisable except that no fraction
of a Common Share may be purchased upon the exercise of any Option.
(b) An Employee electing to exercise an Option shall deliver
to the Corporation (i) the Exercise Price payable in accordance with
Section 6.5 and (ii) written notice of the election that states the
number of whole Common Shares with respect to which the Employee is
exercising the Option.
6.5 PAYMENT FOR COMMON SHARES. Upon exercise of an Option by an
Employee, the Exercise Price shall be payable by the Employee in cash or in
such other form of consideration as the Committee determines may be accepted,
including without limitation, securities or other property, or any combination
of cash, securities or other property, or by delivery by the Employee (with the
written notice of election to exercise) of irrevocable instructions to a broker
registered under the 1934 Act to promptly deliver to the Corporation the amount
of sale or loan proceeds to pay the Exercise Price. The Committee, in its
sole discretion, may grant to an Employee the right to transfer Common Shares
acquired upon the exercise of a part of an Option in payment of the Exercise
Price payable upon immediate exercise of a further part of the Option.
6.6 CONVERSION OF INCENTIVE STOCK OPTIONS. The Committee may at any
time in its sole discretion take such actions as may be necessary to convert
any outstanding Incentive Stock Option (or any installments or portions of
installments thereof) into a Nonqualified Option with or without the consent of
the Employee to whom that Incentive Stock Option was granted and whether or
not that Employee is an Employee at the time of the conversion.
7. STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS.
7.1 GRANT OF SARS AND LIMITED SARS. An SAR may be granted only in
connection with an Option. An SAR granted in connection with an Incentive
Stock Option may be granted only when the Incentive Stock Option is granted.
An SAR granted in connection with a Nonqualified Option may be granted either
when the related Nonqualified Option is granted or at any time thereafter
including, in the case of any Nonqualified Option resulting from the conversion
of an Incentive Stock Option, simultaneously with or after the conversion.
Similarly, a Limited SAR may be granted only in cormection with an Option. A
Limited SAR granted in connection with an Incentive Stock Option may be granted
only when the Incentive Stock Option is granted. A Limited SAR granted in
connection with a Nonqualified Option may be
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granted either when the related Nonqualified Option is granted or at any time
thereafter including, in the case of any Nonqualified Option resulting from the
conversion of an Incentive Stock Option, simultaneously with or after the
conversion.
7.2 EXERCISE OF SARS AND LIMITED SARS.
(a) An Employee electing to exercise an SAR or a Limited SAR
shall deliver written notice to the Corporation of the election
identifying the SAR or Limited SAR and the related Option with respect
to which the SAR or Limited SAR was granted to the Employee and
specifying the number of whole Common Shares with respect to which the
Employee is exercising the SAR or Limited SAR. Upon exercise of the
SAR or Limited SAR, the related Option shall be deemed to be surrendered
to the extent that the SAR or Limited SAR is exercised.
(b) SARs and Limited SARs may be exercised only (i) after the
expiration of six months from the date of grant of the SAR or Limited
SAR, (ii) on a date when the SAR or Limited SAR is "in the money" (i.e.,
when there would be positive consideration received upon exercise of the
SAR or Limited SAR), (iii) at a time and to the same extent as the
related Option is exercisable, (iv) unless otherwise provided in the
relevant Award Instrument, by surrender to the Corporation, unexercised,
of the related Option or any applicable portion thereof, and (v) in
compliance with all restrictions set forth in or specified by the
Committee pursuant to Section 7.2(c) (in the case of SARs) or Section
7.2(d) (in the case of Limited SARs).
(c) The Committee may specify in the Award Instrument
pursuant to which any SAR is granted waiting periods and restrictions
on permissible exercise periods in addition to the restrictions on
exercise set forth in Section 7.2(b), including, without limitation,
any restriction necessary to make applicable the Rule 16b-3 Exemption.
7.3 PAYMENT FOR SARs AND LIMITED SARs.
The amount payable upon exercise of an SAR or Limited SAR may be paid by
the Corporation in cash, or, if the Committee shall determine in its sole
discretion, in whole Common Shares (taken at their Fair Market Value at the
time of exercise of the SAR or Limited SAR) or in a combination of cash and
whole Common Shares; provided, however, that in no event shall the total
number of Common Shares that may be paid to an Employee pursuant to the
exercise of an SAR or Limited SAR exceed the total number of Common Shares
subject to the related Option.
7.4 TERMINATION, AMENDMENT, OR SUSPENSION OF SARs AND LIMITED
SARs. SARs and Limited SARs shall terminate and may no longer by exercised upon
the first to occur of (a) exercise or termination of the related Option, or
(b) any
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termination date specified by the Committee at the time of grant of the SAR or
Limited SAR. In addition, the Committee may in its sole discretion at any time
before the occurrence of a Change of Control amend, suspend, or terminate any
SAR or Limited SAR theretofore granted under the Plan without the holder's
consent; provided that, in the case of amendment, no provision of the SAR or
Limited SAR, as amended, shall be in conflict with any provision of the Plan.
8. RESTRICTED STOCK.
8.1 ADDITIONAL CONDITIONS ON RESTRICTED STOCK. In addition
to the restrictions on disposition of Restricted Stock during the Restriction
Period and the requirement to offer Restricted Stock to the Corporation if the
Employee's employment terminates during the Restriction Period, the Committee
may provide in the Award Instrument with respect to any Award of Restricted
Stock other restrictions, conditions, and contingencies, which other
restrictions, conditions, and contingencies, if any, may relate to, in
addition to such other matters as the Committee may deem appropriate, the
Employee's personal performance, corporate performance, or the performance of
any subunit of the Corporation or any Subsidiary, in each case measured in such
manner as may be specified by the Committee. The Committee may impose different
restrictions, conditions, and contingencies on separate Awards of Restricted
Stock granted to different Employees, whether at the same or different times,
and on separate Awards of Restricted Stock granted to the same Employee,
whether at the same or different times. The Committee may specify a single
Restriction Period for all of the Restricted Stock subject to any particular
Award Instrument or may specify multiple Restriction Periods so that the
restrictions with respect to the Restricted Stock subject to the Award will
expire in stages according to a schedule specified by the Committee and set
forth in the Award Instrument; provided, however, that no Restriction Period
with respect to any Restricted Stock shall end eariier than one year after the
date on which that Restricted Stock is granted.
8.2 PAYMENT FOR RESTRICTED STOCK. Each Employee to whom an Award of
Restricted Stock is made shall pay the Acquisition Price with respect to that
Restricted Stock to the Corporation not later than 30 days after the delivery
to the Employee of the Award Instrument with respect to that Restricted Stock.
If any Employee fails to pay the Acquisition Price with respect to any Award
of Restricted Stock within that 30 day period, the Employee's right under
that Award shall be forfeited.
8.3 RIGHTS AS A SHAREHOLDER. Upon payment by an Employee in full of
the Acquisition Price for Restricted Stock under an Award, the Employee shall
have all of the rights of a shareholder with respect to the Restricted Stock,
including voting and dividend rights, subject only to such restrictions and
requirements referred to in Section 8.1 as may be incorporated in the Award
Instrument with respect to that Restricted Stock.
9. PERFORMANCE SHARES.
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9.1 DISCRETION OF COMMITTEE WITH RESPECT TO PERFORMANCE SHARES. The
Committee shall have full discretion to select the Employees to whom Awards of
Performance Shares are made, the number of Performance Shares to be granted to
any Employee so selected, the kind and level of the Performance Goals and
whether those Performance Goals are to apply to the Corporation, a Subsidiary,
or any one or more subunits of the Corporation or of any Subsidiary, and the
dates on which each Performance Period shall begin and end, and to determine
the form and provisions of the Award Instrument to be used in connection with
any Award of Performance Shares.
9.2 CONDITIONS TO PAYMENT FOR PERFORMANCE SHARES.
(a) Unless otherwise provided in the relevant Award
Instrument, an Employee must be employed by the Corporation or a
Subsidiary on the last day of a Performance Period to be entitled to
payment for any Performance Shares.
(b) The Committee may establish, from time to time, one or
more formulas to be applied against the Performance Goals to determine
whether all, some portion but less than all, or none of the Performance
Shares granted with respect to a Performance Period are treated as
earned pursuant to any Award. An Employee will be entitled to receive
payments with respect to any Performance Shares only to the extent that
those Performance Shares are treated as earned under one or more such
formulas.
9.3 PAYMENT FOR PERFORMANCE SHARES. The Corporation shall pay each
Employee who is entitled to payment for Performance Shares earned with respect
to any Performance Period an amount for those Performance Shares (a) in cash
(based upon the per share Fair Market Value of Common Shares on the last day of
the Performance Period), (b) in Common Shares (one Common Share for each
Performance Share earned), (c) in Restricted Stock (one Common Share of
Restricted Stock for each Performance Share earned), or (d) any combination of
the foregoing, in such proportions as the Committee may determine. Restricted
Stock issued by the Corporation in payment of Performance Shares shall be
subject to all the provisions of Section 8.
10. TERMINATION OF EMPLOYMENT. After an Employee's Employment
Termination Date, the rules set forth in this Section 10 shall apply. All
factual determinations with respect to the termination of an Employee's
employment that may be relevant under this Section 10 shall be made by the
Committee in its sole discretion.
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10.1 TERMINATION OTHER THAN UPON DEATH, DISABILITY, OR CERTAIN
RETIREMENTS. Upon any termination of an Employee's employment for any reason
other than the Employee's retirement (under any retirement plan of the
Corporation or of a Subsidiary) as provided in Section 10.2, disability as
provided on Section 10.3, or death as provided in Section 10.4:
(a) Unless otherwise provided in the relevant Award
Instrument, the Employee shall have the right (i) during the period
ending six months after the Employment Termination Date, but not later
than the Option Expiration Date, to exercise any Nonqualified Options
and related SARs that were outstanding on the Employment Termination
Date, if and to the same extent as those Options and SARs were
execisable by the Employee on the Employment Termination Date, and (ii)
during the period ending three months after the Employment Termination
Date, but not later that the Option Expiration Date, to exercise any
Incentive Stock Options and related SARs that were outstanding on the
Employment Termination Date, if and to the same extent as those Options
and SARs were exercisable by the Employee on the Employment Termination
Date,
(b) Unless otherwise provided in the relevant Award
Instrument, the Employee shall offer for resale at the Acquisition
Price to the Corporation each Common Share of Restricted Stock held by
the Employee at the Employment Termination Date with respect to which,
as of the date, any restrictions, conditions, or contingencies have not
lapsed, and
(c) Unless otherwise provided in the relevant Award
Instrument, the Employee shall forfeit each Performance Share with
respect to which, as of that date, any restrictions, conditions, or
contingencies have not lapsed.
10.2 TERMINATION DUE TO CERTAIN RETIREMENTS. Upon any termination of
an Employee's employment with the Corporation or any Subsidiary under
circumstances entitling the Employee to immediate payment of normal retirement
or early retirement benefits under any retirement plan of the Corporation or of
a Subsidiary (whether the employee elects to commence or defer receipt of such
payment):
(a) Unless otherwise provided in the relevant Award
Instrument, the Employee shall have the right (i) to exercise, from time
to time during the period ending two years after the Employment
Termination Date, but not later than the Option Expiration Date, any
Nonqualified Options and related SARs that were outstanding on the
Employment Termination Date, if and to the same extent as those Options
and SARs were exercisable by the Employee on the Employment Termination
Date, and (ii) to exercise, from time to time during the period ending
two years after the Employment Termination Date, but no later than the
Option Expiration Date, any Incentive Stock Options and related
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SARs that were outstanding on the Employment Termination Date, if and
to the same extent as those Options and SARs were exercisable by the
Employee on the Employment Termination Date (even though exercise of the
Incentive Stock Option more than three months after the Employment
Termination Date may cause the Option to fail to qualify for Incentive
Stock Option treatment under the Internal Revenue Code of 1986, as
amended),
(b) The relevant Award Instrument may provide that the
Employee will have the right to exercise, from time to time until not
later than the Option Expiration Date, Nonqualified Stock Options and
SARs and Incentive Stock Options and SARs to the extent such Options and
SARs become exercisable by their terms prior to the Option Expiration
Date (or such earlier date as specified in the relevant Award
Instrument), notwithstanding the fact that such Options and SARs were
not exercisable in whole or in part (whether because a condition to
exercise had not yet occurred or a specified time period had not yet
elapsed or otherwise) on the Employment Termination Date,
(c) Unless otherwise provided in the relevant Award
Instrument, the Employee shall offer for resale at the Acquisition
Price to the Corporation each Common Share of Restricted Stock held by
the Employee at the Employment Termination Date with respect to which
as of that date, any restrictions, conditions, or contingencies have
not lapsed, and
(d) Unless otherwise provided in the relevant Award
Instrument, the Employee shall forfeit each Performance Share with
respect to which, as of that date, any restrictions, conditions, or
contingencies have not lapsed.
10.3 TERMINATION DUE TO DISABILITY. Upon any termination
of an Employee's employment due to disability:
(a) Unless otherwise provided in the relevant Award
Instrument, the Employee, or the Employee's attorney in fact or legal
guardian, shall have the right (i) to exercise, form time to time during
the period ending two years after the Employment Termination Date, but
not later than the Option Expiration Date, any Nonqualified Options and
related SARs that were outstanding on the Employment Termination Date,
if and to the same extent those Options and SARs were exercisable by the
Employee on the Employment Termination Date, and (ii) to exercise, from
time to time during the period ending two years after the Employment
Termination Date, but no later than the Option Expiration Date, any
Incentive Stock Options and related SARs that were outstanding on the
employment Termination Date, if and to the same extent as those Options
and SARs were exercisable by the Employee on the Employment Termination
Date (even though exercise of the Incentive Stock Option more than one
year after the Employment Termination Date may cause the Option to fail
to qualify
-15-
<PAGE> 18
for Incentive Stock Option treatment under the Internal Revenue Code of
1986, and amended),
(b) Unless otherwise provided in the relevant Award
Instrument, the Employee shall offer for resale at the Acquisition Price
to the Corporation each Common Share of Restricted Stock held by the
Employee at the Employment Termination Date with respect to which, as of
that date, any restrictions, conditions, or contingencies have not
lapsed, and
(c) Unless otherwise provided in the relevant Award
Instrument, the Employee shall forfeit each Performance Share with
respect to which, as of that date, any restrictions, conditions, or
contingencies have not lapsed.
10.4. DEATH OF AN EMPLOYEE. Upon the death of an Employee while
employed by the Corporation or any Subsidiary or within any of the periods
referred to in any Section 10.1, 10.2, or 10.3 during which any particular
Option or SAR remains potentially exercisable:
(a) Unless otherwise provided in the relevant Award
Instrument, if the Option Expiration Date of any Nonqualified Option
that had not expired before the Employee's death would otherwise
expire before the first anniversary of the Employee's death, that
Option Expiration Date shall automatically be extended to the first
anniversary of the Employee's death or such other date as provided in
the relevant Award Instmment,
(b) Unless otherwise provided in the relevant Award
Instmment, the Employee's executor or administrator or the person or
persons to whom the Employee's rights under any Option or SAR are
transferred by will or the laws of descent and distribution shall have
the right to exercise, from time to time during the period ending two
years after the date of the Employee's death, but not later than the
Option Expiration Date, any Options and related SARs that were
outstanding on the date of the Employee's death, if and to the same
extent as those Options and SARs were exercisable by the Employee on the
date of the Employee's death,
(c) Unless otherwise provided in the relevant Award
Instrument, the Employee shall offer for resale at the Acquisitions
Price to the Corporation each Common Share of Restricted Stock held by
the Employee at the Employment Termination Date with respect to which,
as of that date, any restrictions, conditions, or contingencies have
not lapsed, and
(d) Unless otherwise provided in the relevant Award
Instrument, the Employee shall forfeit each Performance Share with
respect to which, as of that date, any restrictions, conditions, or
contingencies have not lapsed.
-16-
<PAGE> 19
11. ACCELERATION UPON CHANGE OF CONTROL. Unless otherwise specified in
the relevant Award Instrument, upon the occurrence of Change of Control of the
Corporation, each Award theretofore granted to any Employee that then remains
outstanding shall, subject to Section 17, be automatically treated as
follows: (a) any outstanding Option shall become immediately exercisable in
full, (b) SARs and Limited SARs related to any such Options shall also become
immediately exercisable in full, (c) the Restriction Period with respect to all
outstanding Awards of Restricted Stock shall immediately terminate, and (d) the
restrictions, conditions, or contingencies on any Performance Shares shall be
modified in such manner as the Committee may specify to give the Employee the
benefit of those Performance Shares through the date of Change of Control.
12. ASSIGNABILITY. No Option, SAR, Limited SAR, Restricted Stock
during the Restruction Period, or Performance Share may be transferred other
than will or by the laws of descent and distribution. During an Employee's
lifetime, only the Employee (or in the case of incapacity of an Employee, the
Employee's attorney in fact or legal guardian) may exercise any Award requiring
or permitting exercise. Notwithstanding any contrary provision of the Plan or
any relevant Award Instrument, with respect to Section 16(b) Employees, no
"derivative security" (as defined for purposes of Rule 16b-3) shall be
transferable by such Employee other than (a) by will or the laws of descent
and distribution, (b) as otherwise hereafter permitted in accordance with Rule
16b-3 without jeopardizing or impairing any Rule 16b-3 Exemption. Any
restriction on transferability of derivative securities required by Rule
16b-3 in order to qualify for a Rule 16b-3 Exemption is hereby incorporated in
the Plan to the extent necessary to obtain the Rule 16b-3 Exemption.
13. ADJUSTMENT UPON CHANGES IN COMMON SHARES. Automatically and
without Committee action in the event of any stock dividend, stock split, or
share combination of the Common Shares, or by appropriate Committee action in
the event of any reclassification, recapitalization, merger, consolidation,
other form of business combination, liquidation, or dissolution involving the
Corporation or any spin-off or other distribution to shareholders of the
Corporation (other than normal cash dividends), appropriate adjustments to (a)
the maximum number of Common Shares that may be issued under the Plan pursuant
to Section 5, the maximum number of Common Shares that may be issued under the
Plan pursuant to Incentive Stock Options as provided in Section 5, and the
maximum number of Common Shares with respect to which any Employee may receive
Awards during any calendar year as provided in Section 4, and (b) the number
and kind of shares subject to, the price per share under, and the terms and
conditions of each then outstanding Award shall be made to the extent necessary
and in such manner that the benefits of Employees under all then outstanding
Awards shall be maintained substantially as before the occurrence of such
event. Any such adjustment shall be conclusive and binding for all purposes
of the Plan, in the event of any stock dividend, stock split, or share
combination, as of the date of such stock dividend, stock split, or share
combination, and in all other cases, as of such date as the Committee may
determine.
-17-
<PAGE> 20
14. PURCHASE FOR INVESTMENT. Each person acquiring Common Shares
pursuant to any Award may be required by the Corporation to furnish a
representation that he or she is acquiring the Common Shares so acquired as an
investment and not with a view to distribution thereof if the Corporation, in
its sole discretion, determines that such representation is required to insure
that a resale or other disposition of the Common Shares would not involve a
violation of the Securities Act of 1993, as amended, or of applicable blue sky
laws. Any investment representation so furnished shall no longer be applicable
at any time such representation is no longer necessary for such purposes.
15. WITHHOLDING OF TAXES. The Corporation will withhold from any
payments of cash made pursuant to the Plan such amount as is necessary to
satisfy all applicable federal, state, and local withholding tax obligations.
The Committee may, in its discretion and subject to such rules as the Committee
may adopt from time to time, permit or require an Employee to satisfy, in whole
or in part, any withholding tax obligation that may arise in connection with
the grant of an Award, the lapse of any restrictions with respect to an Award,
the acquisition of Common Shares pursuant to any Award, or the disposition of
any Common Shares received pursuant to any Award by having the Corporation
hold back some portion of the Common Shares that would otherwise be delivered
pursuant to the Award or by delivering to the Corporation an amount equal to
the withholding tax obligation arising with respect to such grant, lapse,
acquisition, or disposition in (a) cash, (b) Common Shares, or (c) such
combination of cash and Common Shares as the Committee may determine. The Fair
Market Value of the Common Shares to be so held back by the Company or
delivered by the Employee shall be determined as of the date on which the
obligation to withhold first arose. The Corporation may apply the provisions
of this Section 15 based upon generally applicable withholding rates and
without regard to any statutory minimum rate applicable to special payments.
With respect to Section 16(b) Employees, any applicable conditions with
respect to tax withholding required under Rule 16b-3 in order to obtain or be
eligible for the Rule 16b-3 Exemption in respect thereof shall be deemed to be
incorporated into the Plan.
16. AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY OTHER COMPANIES.
Awards, whether Incentive Stock Options, Nonqualified Options, SARs, Limited
SARs Restricted Stock, or Performance Shares, may be granted under the Plan in
substitution for awards held by employees of a company who become Employees of
the Corporation or a Subsidiary as a result of the merger or consolidation of
the employer company with the Corporation or a Subsidiary, or the acquisition
by the Corporation or a Subsidiary of the assets of the employer company, or
the acquisition by the Corporation or a Subsidiary of stock of the employer
company as a result of which it becomes a Subsidiary. The terms, provisions,
and benefits of the substitute Awards so granted may vary from the terms
provisions and benefits set forth in or authorized by the Plan to such extent
as the Committee at the time of the grant may deem appropriate
-18-
<PAGE> 21
to conform, in whole or in part, to the terms provisions, and benefits of the
awards in substitution for which they are granted.
17. HOLDING PERIODS. No Section 16(b) Employee shall sell or
exercise, as the case may be, any equity security or derivative security
(which includes, without limitation, Options SARs, and Limited SARs, in each
case as defined in the 1934 Act or the rules and regulations promulgated
thereunder, acquired pursuant to an Award under the Plan, before the earliest
date on which the sales exercise is eligible for the Rule 16b-3 Exemption. If
any provision of this Section 17 must be modified or becomes unnecessary to
comply with the requirements of Rule 16b-3, the Committee may waive such
provision and/or amend the Plan to add to or modify the provisions hereof
accordingly.
18. LEGAL REQUIREMENTS. No Awards shall be granted and the
Corporation shall have no obligation to make any payment under the Plan,
whether in Common Shares, cash, or any combination thereof, unless such
payment is, without further action by the Corporation, in compliance with all
applicable Federal and state laws and regulations, including, without
limitation, the United States Internal Revenue Code and Federal and state
securities laws.
19. DURATION AND TERMINATION OF THE PLAN. The Plan shall become
effective and shall be deemed to have been adopted on the date on which it is
approved by the shareholders of the Corporation and shall remain in effect
thereafter until terminated by action of the Board of Directors. No
termination of the Plan shall adversely affect the rights of any Employee with
respect to any Award granted before the effective date of the termination.
20. AMENDMENTS. The Board of Directors, or a duly authorized
committee thereof, may alter or amend the Plan from time to time prior to its
termination in any manner the Board of Directors, or such duly authorized
committee, may deem to be in the best interests of the Corporation and its
shareholders, except that no amendment may be made without shareholder
approval if shareholder approval is required under Rule 16b-3 to qualify for
the Rule 16b-3 Exemption, is required by any applicable securities law or tax
law, or is required by the rules of any exchange on which the Common Shares of
the Corporation are traded or, if the Common Shares are not listed on an
exchange, by the rules of the registered national securities association through
whose inter-dealer quotation system the Common Shares are quoted. The Committee
shall have the authority to amend these terms and conditions applicable to
outstanding Awards (a) in any case where expressly permitted by the terms of
the Plan or of the relevant Award Instrument or (b) in any other case with the
consent of the Employee to whom the Award was granted. Except as expressly
provided in the Plan or in the Award Instrument evidencing the Award, the
Committee may not, without the consent of the holder of an Award granted under
the Plan, amend the terms and conditions applicable to that Award in a manner
adverse to the interests of the Employee.
-19-
<PAGE> 22
21. PLAN NONCONTRACTUAL. Nothing herein contained shall be construed
as a commitment to or agreement with any person employed by the Corporation or
a Subsidiary to continue such person's employment with the Corporation or the
Subsidiary, and nothing herein contained shall be construed as a commitment or
agreement on the part of the Corporation or any Subsidiary to continue the
employment or the annual rate of compensation of any such person for any
period. All Employees shall remain subject to discharge to the same extent as
if the Plan had never been put into effect.
22. INTEREST OF EMPLOYEES. Any obligation of the Corporation under
the Plan to make any payment at any future date merely constitutes the unsecured
promise of the Corporation to make such payment from its general assets in
accordance with the Plan, and no Employee shall have any interest in, or lien
or prior claim upon, any property of the Corporation or any Subsidiary by
reason of that obligation.
23. CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no
event be construed as giving any person, firm, or corporation any legal or
equitable right against the Corporation or any Subsidiary, their officers,
employees, agents, or directors, except any such rights as are specifically
provided for in the Plan or are hereafter created in accordance with the terms
and provisions of the Plan.
24. ABSENCE OF LIABILITY. No member of the Board of Directors of the
Corporation or a Subsidiary, of the Committee, of any other committee of the
Board of Directors, or any officer or Employee of the Corporation or a
Subsidiary shall be liable for any act or action under the Plan, whether of
commission or omission, taken by any other member, or by any officer, agent,
or Employee, or except in circumstances involving his bad faith or willful
misconduct, for any thing done or omitted to be done by himself.
25. SEVERABILITY. The invalidity or unenforceability of any
particular provision of the Plan shall not affect any other provision hereof,
and the Plan shall be construed in all respects as if such invalid or
unenforceable provision were omitted herefrom.
26. GOVERNING LAW. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.
-20-
<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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 November 17, 1994.
/s/ Lee 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 November 15, 1994.
/s/ Stephen 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 the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 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, a Registration Statement on Form S-8,
with respect to the KeyCorp Amended and Restated 1991 Equity Compensation Plan
hereby constitutes and appoints Carter B. Chase, Roger Noall, 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 Statement and any and
all amendements, 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 November 14, 1994.
/s/ Nancy B. Veeder
----------------------------
