<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KEYCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
Ohio 34-6542451
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
127 Public Square
Cleveland, Ohio 44114
(216) 689-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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Carter B. Chase, Esq., Executive Vice President, General Counsel, and Secretary
KeyCorp
127 Public Square
Cleveland, Ohio 44114
(216) 689-6300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Approximate date of commencement of proposed sale of securities to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(2) PRICE(2) FEE(2)
========================================================================================================
<S> <C> <C> <C> <C>
Common Shares, with a par
value of $1 each (1)....... 400,000 $24.25 $9,700,000.00 $3,344.85
========================================================================================================
<FN>
(1) Includes associated rights (the "Rights") to purchase Common Shares. Until
the occurrence of certain prescribed events, none of which has occurred, the
Rights are not exercisable, are evidenced by the certificates representing
the Common Shares, and will be transferred along with and only with the
Common Shares.
(2) The proposed maximum aggregate 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, as amended. The
registration fee has been calculated in accordance with Rule 457(c) based on
the average of the high and low prices reported for KeyCorp Common Shares on
the New York Stock Exchange on December 9, 1994 (such average being $24.25
per Common Share).
</TABLE>
In accordance with Rule 429 under the Securities Act, the Prospectus
included herein is a combined prospectus which also relates to KeyCorp's
Registration Statement on Form S-3, File No. 33-10634 (originally filed under
the name Society Corporation on December 5, 1986 and amended by Post-Effective
Amendment No. 1 filed on February 13, 1987, Post-Effective Amendment No. 2 filed
on October 30, 1987, and Post-Effective Amendment No. 3 filed on February 16,
1994). This Registration Statement, which is a new Registration Statement on
Form S-3, also constitutes a fourth post-effective amendment to KeyCorp's
Registration Statement on Form S-3, File No. 33-10634. The post-effective
amendment shall hereafter become effective concurrently with the effectiveness
of this Registration Statement and in accordance with Section 8(c) of the
Securities Act of 1933, as amended. The aggregate number of securities covered
by this Registration Statement and the other Registration Statements referred to
above to which the Prospectus contained herein relates shall not exceed 800,000.
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- - --------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS
KEYCORP
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DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN
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800,000 COMMON SHARES
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The Corporation is offering to holders of its Common Shares, with a par
value of $1 each including the related rights to purchase Common Shares ("Common
Shares"), an opportunity to invest cash dividends and optional cash payments in
Common Shares pursuant to the Dividend Reinvestment and Cash Payment Plan set
forth herein (the "Plan"). Any holder of record of Common Shares is eligible to
participate in the Plan.
A participant in the Plan may purchase Common Shares by:
- reinvesting cash dividends on all shares of the Corporation held by the
participant, or
- reinvesting cash dividends on some of the shares of the Corporation held
by the participant (while continuing to receive cash dividends on the
other shares), and/or
- making optional cash payments of at least $10 each, with all such cash
payments not exceeding $10,000 each month, whether or not the
participant's dividends are being reinvested.
Common Shares purchased under the Plan will be purchased from the
Corporation, on the open market, or otherwise from sources other than the
Corporation. As to Common Shares purchased on the open market or otherwise from
sources other than the Corporation, the purchase price will be the weighted
average of the prices paid for the Common Shares in all such purchases made with
respect to the applicable Investment Date (as defined in Question 9 of the
Plan). As to Common Shares purchased from the Corporation, the purchase price
will be 100% of the average of the highest and lowest sales prices of Common
Shares on the New York Stock Exchange, on the applicable Investment Date. Each
Common Share purchased under the Plan will be accompanied by a related right to
purchase Common Shares.
Regardless of the source, participants do not pay a brokerage commission or
service charge upon the purchase of Common Shares under the Plan, and the
Corporation bears the cost of administering the Plan. McDonald & Company
Securities, Inc., or such other agent as the Corporation may designate from time
to time, acts as purchasing agent for participants under the Plan for purchases
on the open market or otherwise from sources other than the Corporation.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS,
OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.
------------------
The date of this Prospectus is December 15, 1994.
SAVE THIS DOCUMENT. IT SETS FORTH THE TERMS OF THE PLAN AND
HOW IT OPERATES.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY IN ANY STATE OR
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION OR THE FACTS
HEREIN SET FORTH SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
KeyCorp (the "Corporation") is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements, and other information concerning the Corporation and the
Registration Statement referred to below can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission: Midwest Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and Northeast Regional Office,
7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-1004 at
prescribed rates. The Corporation's Common Shares and the related Rights to
purchase the Common Shares are listed on the New York Stock Exchange. Reports,
proxy and information statements, and other information concerning the
Corporation can be inspected and copied at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.
The Corporation has filed with the Commission a registration statement on
Form S-3 (which, together with the exhibits thereto, is herein referred to as
the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission are
incorporated herein by reference as of their respective dates:
1. The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (the Consolidated Financial Statements, the Notes
to Consolidated Financial Statements, and the Supplemental Consolidated
Financial Statements included in the Corporation's Form 10-K for the year
ended December 31, 1993 and have been modified and superseded by the
Consolidated Financial Statements and Notes to Consolidated Financial
Statements included in the Corporation's Current Report on Form 8-K filed
on April 20, 1994);
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<PAGE> 4
2. The Corporation's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1994 (as amended by Amendment No. 1 to Form 10-Q on Form
10-Q/A filed on June 7, 1994), June 30, 1994, and September 30, 1994;
3. The Corporation's Current Reports on Form 8-K, filed on (a) January
21, 1994, (b) March 16, 1994 (as amended by Amendment No. 1 to Form 8-K on
Form 8-K/A filed on May 4, 1994), (c) April 12, 1994, (d) April 20, 1994
(including as exhibits in the case of the Form 8-K filed on April 20, 1994:
(i) Management's Discussion and Analysis of Financial Condition and Results
of Operations; (ii) Report of Ernst & Young LLP, Independent Auditors;
(iii) Consolidated Financial Statements for the fiscal year ended December
31, 1993; (iv) Notes to Consolidated Financial Statements; and (v)
descriptions of the Corporation's business (including a discussion of
regulatory and supervisory matters) and properties, all of which reflect
the former KeyCorp, a New York corporation, and Society Corporation, an
Ohio corporation, on a combined basis giving effect to their March 1, 1994
merger in which Society Corporation was the surviving corporation, and
immediately after which Society Corporation changed its name to KeyCorp),
(e) July 19, 1994, (f) July 26, 1994 (as amended by Amendment No. 1 to Form
8-K on Form 8-K/A filed on August 10, 1994), (g) August 12, 1994, (h)
October 21, 1994, and (i) December 15, 1994;
4. The description of KeyCorp's Common Shares and the related rights
to purchase Common Shares contained in the Corporation's Registration
Statement on Form 8-A dated July 31, 1992, as amended by Form 8-A/A filed
on February 25, 1994, under Section 12 of the Exchange Act; and
5. All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common
Shares pursuant to the Plan.
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.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY
OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS WHICH HAVE BEEN OR MAY
BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. DIRECT REQUESTS FOR SUCH COPIES TO KEYCORP, SHAREHOLDER
COMMUNICATIONS, P.O. BOX 6477, CLEVELAND, OHIO 44101-1477 (TELEPHONE (216)
737-5745 OR 1-800-542-7792).
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<PAGE> 5
THE CORPORATION
OVERVIEW
KeyCorp (also referred to herein as the "Corporation"), based in Cleveland,
Ohio, is a financial services holding company which traces its roots back to
1825, when its first predecessor was organized. At September 30, 1994, the
Corporation was one of the largest bank holding companies in the United States
with consolidated assets of approximately $64.5 billion.
BANKING SUBSIDIARIES
The Corporation provides banking and other financial services across the
country's northern tier and in Florida through a network of subsidiaries
operating 1,279 full-service banking offices in 13 states, giving the
Corporation the nation's fifth largest domestic branch network as of September
30, 1994. In addition to the customary banking services of accepting funds for
deposit and making loans, the Corporation's banking subsidiaries provide
specialized services tailored to specific markets, including investment
management services, personal and corporate trust services, personal financial
services, customer access to money market and other mutual funds, cash
management services, investment banking services, and international banking
services.
OTHER FINANCIAL SERVICES SUBSIDIARIES
In addition to the services provided through its banking offices, the
Corporation engages in a wide range of other financial services through
subsidiaries, including mortgage banking, investment management, mutual fund
advisory, and trust services. Through these non-banking subsidiaries, the
Corporation provides additional financial services both in and outside of its
primary banking markets. These include personal and corporate trust services,
investment management, reinsurance of credit life and accident and health
insurance on loans made by subsidiary banks, venture capital and small business
investment financing services, equipment lease financing, community development
financing, stock transfer agent, and other financial services.
The executive offices of the Corporation are located at 127 Public Square,
Cleveland, Ohio 44114. Its telephone number is (216) 689-6300.
DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN
The Corporation's Dividend Reinvestment and Cash Payment Plan ("Plan"), as
amended to date, is set forth below in question and answer format.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides holders of record of Common Shares with a simple and
convenient method of investing cash dividends and optional cash payments in
additional Common Shares without payment of any brokerage commission or service
charge. To the extent that such
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additional Common Shares are purchased from the Corporation, the Corporation
will use the additional funds for general corporate purposes. See "Use of
Proceeds" below.
ADVANTAGES
2. What are the advantages of the Plan?
An eligible holder of record who wishes to participate in the Plan may (i)
have cash dividends on all of his or her shares of the Corporation automatically
reinvested or (ii) have cash dividends on some of his or her shares of the
Corporation automatically reinvested or (iii) whether or not a participant has
elected to have any such dividends automatically reinvested, invest in
additional Common Shares by making optional cash payments of not less than $10
per payment up to an aggregate maximum of $10,000 each month. No commission or
service charge is paid by a participant in connection with purchases under the
Plan. A Plan account will be created for each participant and all Common Shares
purchased under the Plan with reinvested dividends or optional cash payments
will be credited to the participant's Plan account. Full investment of funds is
possible under the Plan because fractions of Common Shares (computed to three
decimal places), as well as whole Common Shares, will be credited to a
participant's Plan account. Dividends on Common Shares in a participant's Plan
account, including a pro rata dividend on fractional Common Shares, will be
reinvested in additional Common Shares and such Common Shares will be credited
to a participant's Plan account. A participant can avoid the need for
safekeeping of certificates for Common Shares credited to the participant's
account under the Plan. Periodic statements of account will provide simplified
record keeping.
ADMINISTRATION
3. Who administers the Plan for participants?
Society National Bank (the "Bank"), a wholly owned subsidiary of the
Corporation, or its successor or assign, will administer the Plan, maintain
records, send statements of account to participants, and perform other duties
relating to the Plan. If at any time Common Shares are purchased by the Plan on
the open market or from sources other than the Corporation, McDonald & Company
Securities, Inc. has been designated as the purchasing agent for the
participants under the Plan. McDonald & Company Securities, Inc., or such other
agent for the participants as the Corporation may designate from time to time,
is referred to herein as the "Purchasing Agent." If Common Shares are to be
purchased on the open market or otherwise from sources other than the
Corporation, the Purchasing Agent, in its sole discretion, will determine the
time and the prices at which such purchases will be made, and will select the
broker or dealer, if any, through or from whom such purchases will be made.
Common Shares purchased under the Plan for each participant will be credited to
the account of the participant. The Corporation reserves the right to replace
the Purchasing Agent from time to time. In the event that the Purchasing Agent
should resign or otherwise cease to act as purchasing agent, the Corporation
will appoint a successor or make other appropriate arrangements. Interpretations
of the Plan by the Corporation are binding on participants.
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PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Shares are eligible to participate in the
Plan. In order to participate in the Plan, any shareholder whose shares are
registered in a name other than the participant's own name (for example, in the
name of a broker or bank nominee) must either become a shareholder of record by
having shares transferred into the participant's own name or by making
appropriate arrangements for the participant's bank or broker to participate on
behalf of the participant.
5. How does an eligible shareholder participate?
TO PARTICIPATE IN THE PLAN A SHAREHOLDER OF RECORD MUST COMPLETE THE
AUTHORIZATION CARD AND RETURN IT TO THE BANK. AUTHORIZATION CARDS MAY BE
OBTAINED AT ANY TIME BY WRITTEN OR ORAL REQUEST TO THE BANK AT THE ADDRESS AND
TELEPHONE NUMBER SPECIFIED IN QUESTION 33. ANY SHAREHOLDER WHO IS ALREADY
PARTICIPATING IN THE PLAN AS IN EFFECT IMMEDIATELY PRIOR TO DECEMBER 15, 1994,
WILL AUTOMATICALLY CONTINUE TO BE ENROLLED IN THE PLAN AND SHOULD NOT COMPLETE A
NEW AUTHORIZATION CARD UNLESS THE PARTICIPANT WISHES TO CHANGE THE INSTRUCTIONS
ON THE AUTHORIZATION CARD CURRENTLY IN EFFECT FOR THE PARTICIPANT'S PLAN
ACCOUNT.
6. Is partial participation possible under the Plan?
Yes. A shareholder of record who desires to participate in the Plan may
elect to have the cash dividends on only some of the shares of the Corporation
owned by the shareholder reinvested under the Plan or may elect to make optional
cash payments towards the purchase of additional Common Shares under the Plan
without electing automatic reinvestment of the cash dividends on any of the
shares of the Corporation owned by the shareholder.
THE AUTHORIZATION CARD
7. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional Common
Shares for the participant's account through the following investment options:
If "Full Dividend Reinvestment" is elected, the Corporation will apply all
the cash dividends on all the Common Shares then or subsequently registered in a
participant's name, together with any optional cash payments, toward the
purchase of additional Common Shares.
If "Partial Dividend Reinvestment" is elected, the Corporation will apply
all the cash dividends on all shares in the participant's Plan account and all
the cash dividends on such number of the participant's shares held in
participant's name but not in the Plan account as specified on the Authorization
Card, together with any optional cash payments, toward the purchase of
additional Common Shares.
Under either of these two preceding elections, the Corporation will
automatically reinvest subsequent dividends on all the Common Shares held in the
participant's Plan account. Under the Plan, dividends will be reinvested on a
cumulative basis on the shares designated on the Authorization Card and on all
Common Shares held in the Plan account, until a participant
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changes or revokes the instructions on the Authorization Card in writing, or
until the participant's participation in the Plan is terminated.
By electing either "Full Dividend Reinvestment" or "Partial Dividend
Reinvestment" a participant is automatically entitled to make optional cash
payments.
If "Optional Cash Payments Only" is elected, the Corporation will
distribute cash dividends on shares registered in the participant's name in the
manner requested by the participant, and the Corporation will apply only
optional cash payments received toward the purchase of additional Common Shares.
This option should only be elected if the participant does not elect either
"Full Dividend Reinvestment" or "Partial Dividend Reinvestment".
Cash dividends payable on all Common Shares in a participant's Plan
account, whether such Common Shares were purchased with reinvested dividends or
optional cash payments, will be automatically reinvested in additional Common
Shares.
JOINING THE PLAN
8. When may an eligible shareholder join the Plan?
An eligible shareholder of the Corporation may join the Plan at any time.
If the Authorization Card is received by the Bank at the address specified in
Question 33 on or before the record date for a dividend payment, reinvestment of
dividends on the number of shares participating under the Plan will begin with
that dividend payment date. If the Authorization Card is received after the
record date for a dividend payment, reinvestment of dividends will begin on the
dividend payment date following the next record date, if such shareholder is
still a holder of record. All optional cash payments will be invested, following
receipt of the Authorization Card and the optional cash payment, in the manner
described in Questions 13, 15, and 16.
INVESTMENT DATE
9. What is the Investment Date?
With respect to dividends being reinvested under the Plan, "Investment
Date" means the date on which such dividends are paid. With respect to the
investment of optional cash payments under the Plan, "Investment Date" means the
dividend payment date in any month in which there is a dividend payment on the
Corporation's Common Shares or if there is no dividend payment in the month then
the 15th day of such month, except if such date falls on a Saturday, Sunday, or
legal holiday, then the Investment Date will be the preceding business day.
PURCHASES OF COMMON SHARES UNDER THE PLAN
10. What is the source of Common Shares purchased under the Plan?
All Common Shares purchased under the Plan will be purchased from the
Corporation, on the open market, or otherwise from sources other than the
Corporation. In the event the Common Shares will be acquired on the open market
or otherwise from sources other than the Corporation, the Purchasing Agent will
acquire the Common Shares on behalf of the participant.
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11. What will be the price of Common Shares purchased under the Plan?
The purchase price to the participant of Common Shares purchased from the
Corporation will be 100% of the average of the highest and lowest sales prices
of Common Shares on the New York Stock Exchange on the Investment Date (or, if
no sales prices of Common Shares are reported on the New York Stock Exchange on
such date, the average of the means between the highest and lowest sales prices
on the nearest dates before and after such date on which such sales prices are
reported). The purchase price to the participant of Common Shares purchased from
sources other than the Corporation will be the weighted average price paid by
the Purchasing Agent in all such purchases made with respect to the applicable
Investment Date.
12. When will purchases be made with reinvested dividends?
Purchases of Common Shares from the Corporation being made with reinvested
dividends will be made on the applicable Investment Date. Purchases of Common
Shares from sources other than the Corporation will be made by the Purchasing
Agent commencing as of the applicable Investment Date and continuing over the
period determined appropriate, under the circumstances, by the Purchasing Agent
to acquire the Common Shares, but in all events within 30 days of the applicable
Investment Date. In no event will interest be paid on funds being held by the
Corporation, the Bank, or the Purchasing Agent pending investment of such funds.
13. When will purchases be made with optional cash payments?
An optional cash payment will be invested under the Plan on the first
Investment Date following receipt by the Bank at the address specified in
Question 33 of such payment if the Common Shares are purchased from the
Corporation. If the Common Shares are purchased from sources other than the
Corporation, the optional cash payment will be invested as soon as practicable
beginning on an Investment Date following receipt by the Bank at the address
specified in Question 33 of such payment, but in no event later than the second
Investment Date following receipt by the Bank of such payment. No interest will
be paid on optional cash payments pending their investment.
14. How many Common Shares will be purchased for a participant?
The number of Common Shares to be purchased depends on the amount of a
participant's reinvested dividend, the amount of any optional cash payments to
be invested on the Investment Date, and the purchase price of the Common Shares.
Each participant's Plan account will be credited with that number of Common
Shares, including fractions computed to three decimal places, equal to the
participant's total amount to be invested divided by the purchase price per
Common Share.
OPTIONAL CASH PAYMENTS
15. How does the optional cash payment feature of the Plan work?
All eligible holders of record of Common Shares of the Corporation (except
for brokers and nominees), who have submitted an Authorization Card, are
eligible to make optional cash payments at any time. Optional cash payments
received from a participant will be used to purchase additional Common Shares.
Cash dividends payable on all Common Shares credited to
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a participant's Plan account, whether such Common Shares were purchased with
reinvested dividends or optional cash payments, will be automatically reinvested
in additional Common Shares.
16. How may optional cash payments be made?
An optional cash payment may be made by a participant when joining the Plan
by enclosing a check or money order payable to Society National Bank with an
Authorization Card returned to the Bank. Thereafter optional cash payments may
be made on a monthly basis through the use of appropriate forms attached to each
participant's statement of account. There is no obligation to make additional
cash payments, nor to make all such payments in the same amount.
Each optional cash payment must be at least $10 and all such payments
cannot, in any one month, exceed a total of $10,000 for any participant. THE
CORPORATION WILL NOT APPROVE OPTIONAL CASH PURCHASES IN EXCESS OF THE MAXIMUM
AMOUNT SET FORTH HEREIN.
A participant may withdraw any optional cash payment by written notice
received by the Bank not less than 48 hours before the first Investment Date
following receipt of the optional cash payment.
EXPENSES
17. What are the expenses to participants in the Plan?
All costs of administration of the Plan will be paid by the Corporation.
There are no brokerage fees or commissions charged to participants in connection
with the purchase of Common Shares under the Plan. Certain expenses may be
incurred by the participant if, at the participant's request, the Purchasing
Agent sells, on behalf of the participant, some or all of the participant's
whole Common Shares credited to the participant's Plan account, in connection
with the participant's withdrawal of such shares from his or her Plan account or
the termination of the participant's participation in the Plan. Certain expenses
may also be incurred by the participant if the participant receives a cash
payment in lieu of issuance of a fraction of a Common Share credited to the
participant's Plan account upon the participant's withdrawal of all of the
Common Shares credited to the participant's Plan account or upon termination of
the participant's participation in the Plan (see Question 25).
FEDERAL TAX CONSEQUENCES
18. What are the Federal income tax consequences of participation in the Plan?
In general, a shareholder who participates in the Plan will have the same
Federal income tax consequences with respect to dividends payable on Common
Shares in a Plan account as if he or she were not a participant in the Plan. In
the case of a cash dividend, a participant will be treated for Federal income
tax purposes as having received on the dividend payment date a dividend equal to
the full amount of the dividend payable with respect to all the participant's
shares, including shares registered in his or her name and those credited to the
participant's Plan account, even if all such dividends are not received by the
participant in cash, but some instead are applied to the purchase of Common
Shares for the participant's account. In the case of Common Shares purchased
from sources other than the Corporation, commissions and
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brokerage fees paid by the Corporation in connection with such purchases will be
taxable income to the participants in an amount equal to each participant's pro
rata share of such commissions and fees and will be reported as ordinary
dividend income for the calendar year by the Corporation with respect to each
participant's Plan account.
The tax basis of Common Shares purchased from the Corporation with cash
dividends or optional cash payments will be the amount of the cash dividends or
optional cash payments, as the case may be. In the case of Common Shares
purchased from sources other than the Corporation, the tax basis will be the
purchase price of the Common Shares plus a participant's pro rata share of
commissions or brokerage fees paid by the Corporation in making such purchases.
The holding period for Common Shares purchased with reinvested dividends or
optional cash payments will begin on the date following the date on which the
Common Shares are purchased for the participant and credited to such
participant's Plan account, regardless of the source of purchase.
A participant will not realize any Federal taxable income when the
participant receives certificates for whole Common Shares credited to the
participant's Plan account, either upon the participant's withdrawal of some or
all of the Common Shares credited to the participant's Plan account or
termination of the participant's participation in the Plan. A participant who
receives, however, upon withdrawal of Common Shares from the Plan or termination
of the participant's participation in the Plan, a cash payment in lieu of
issuance of a fractional Common Share credited to the participant's Plan account
will realize a gain or loss with respect to such fractional Common Share. A gain
or loss will also be realized by a participant when whole Common Shares are
sold, either (i) by the participant after withdrawal of such shares from the
Plan account or termination of the participant's participation in the Plan or
(ii) by the Purchasing Agent at the participant's request, upon the
participant's withdrawal of such shares from the Plan account or termination of
the participant's participation in the Plan. The amount of such gain or loss
will be the difference between the amount which the participant receives for
full or fractional Common Shares and the tax basis therefor. Any such gain or
loss will be a capital gain or loss if the Common Shares constitute capital
assets in the hands of the participant.
Participants are advised to consult their own tax advisors to determine the
particular Federal, state, and local income tax consequences that may result
from their participation in the Plan and the subsequent sale or other
disposition of Common Shares under the Plan. The income tax consequences of
participants may vary from jurisdiction to jurisdiction.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to participants?
Each participant in the Plan will receive a statement of account as
promptly as practicable after each purchase of Common Shares for the
participant's Plan account. These statements are a record of the date and cost
of purchases made and should be retained for income tax purposes. In addition,
each participant will receive, from time to time, copies of reports, proxy
statements, and other communications sent to holders of the Common Shares
generally.
Each participant will receive annually Internal Revenue Service information
(on Form 1099) for reporting dividend income received.
10
<PAGE> 12
DIVIDENDS ON FRACTIONS OF SHARES
20. Will participants be credited with dividends on fractions of Common Shares?
Yes. Dividends with respect to fractional, as well as whole, Common Shares
will be reinvested in additional Common Shares.
CERTIFICATES FOR SHARES
21. Will certificates be issued for Common Shares purchased?
Common Shares credited to a participant's account in the Plan will be held
in the name of the Bank or its nominee. The number of Common Shares credited to
an account under the Plan will be shown on the participant's statement of
account. This service protects against loss, theft, or destruction of
certificates. However, certificates for whole Common Shares will be issued to
participants upon the participant's withdrawal of such shares from the Plan
account or termination of the participant's participation in the Plan, unless
the participant requests the Purchasing Agent in writing to sell such shares for
the participant's account.
Common Shares credited to the account of a participant under the Plan may
not be pledged or assigned, and any such purported pledge or assignment shall be
void. A participant who wishes to pledge or assign any such Common Shares
credited to the participant's Plan account must first withdraw such Common
Shares from the Plan account.
Certificates for fractions of Common Shares will not be issued to
participants under any circumstances.
22. In whose name will certificates be registered when issued to participants?
Each account under the Plan will be maintained in the name as shown on the
Authorization Card of each participant. Consequently, certificates for whole
Common Shares will be similarly registered when issued.
WITHDRAWAL OF COMMON SHARES IN PLAN ACCOUNTS
23. How may Common Shares be withdrawn from the Plan accounts?
Shares credited to a participant's Plan account may be withdrawn by a
participant by notifying the Bank in writing specifying the number of shares to
be withdrawn. Certificates for whole shares of Common Shares so withdrawn will
be issued to and registered in the name of the participant, unless the
participant requests the Purchasing Agent in writing to sell such shares for the
participant's account. If a participant requests such sale, the sale will be
made by the Purchasing Agent for the participant's account within a reasonable
time after the participant's withdrawal is processed as provided in Question 26.
The participant will receive the proceeds from such sale, less any brokerage
fees or commissions, any transfer tax, and any other administrative costs of
sale.
11
<PAGE> 13
24. Will dividends on Common Shares withdrawn from the Plan account continue to
be reinvested?
If the participant has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a participant's Plan account (as
well as with respect to Common Shares remaining in the participant's Plan
account) will continue to be reinvested if such shares are registered in the
participant's name. If, however, cash dividends with respect to only part of the
shares registered in a participant's name are being reinvested, the Corporation
will continue to reinvest dividends on only the number of shares specified by
the participant on the Authorization Card (and on all Common Shares remaining in
the participant's Plan account) unless a new Authorization Card specifying a
different number of shares is delivered.
TERMINATION
25. How does a participant terminate participation under the Plan?
In order to terminate participation under the Plan, a participant must
notify the Bank in writing that the participant wishes to terminate. Such
notices should be addressed to the Bank at the address set forth in Question 33
and will be effective only when received by the Bank. When a participant
voluntarily terminates his or her participation in the Plan or if and when the
participant's participation in the Plan or the Plan is terminated by the
Corporation, a certificate for whole Common Shares credited to the participant's
Plan account under the Plan will be issued (unless the participant requests the
Purchasing Agent to sell such shares for the participant's account) and a cash
payment will be made for any fraction of a Common Share.
In connection with any such termination, a participant may request that all
or a part of the whole Common Shares in the participant's Plan account be sold.
Any such request must be in writing to the Bank. If a participant requests such
sale, the sale will be made by the Purchasing Agent for the participant's
account within a reasonable time after the participant's termination is
processed as provided in Question 26. The participant will receive the proceeds
from such sale, less any brokerage fees or commissions, any transfer tax, and
any other administrative costs of sale.
26. When may a participant withdraw Common Shares from his or her Plan account
or be terminated from the Plan?
A participant may withdraw Common Shares credited to the participant's Plan
account or terminate his or her participation under the Plan at any time. If the
request to withdraw or terminate is received by the Bank prior to a dividend
record date, the withdrawal or termination will be processed as soon as
practical after receipt of the request. If the request to withdraw or terminate
is received by the Bank on or after the record date for a dividend payment, the
withdrawal or termination may not be processed until shares purchased with the
dividends paid for such record date have been credited to the participant's
account. Any optional cash payment which was received prior to the request for
withdrawal or termination will be reinvested unless return of the amount is
requested at the time of the request for withdrawal or termination and such
request is received at least 48 hours before the next Investment Date. All
subsequent dividends paid to the participant after termination will be paid in
cash unless the participant re-
12
<PAGE> 14
enrolls in the Plan. The Corporation reserves the right, in its sole discretion,
to terminate the Plan or any participant's account at any time.
OTHER INFORMATION
27. What happens when a participant sells or transfers the shares of the
Corporation registered in such participant's name?
If a participant sells or transfers all shares of the Corporation
registered in the participant's name but still holds shares in a Plan account,
the Corporation will continue to reinvest the cash dividends on Common Shares
credited to the participant's Plan account, subject to the participant's right
to withdraw Common Shares from the Plan account or terminate participation under
the Plan at any time.
28. What happens if the Corporation issues a dividend payable in Common
Shares or declares a stock split?
Any dividend payable in Common Shares or split shares distributed by the
Corporation on Common Shares credited to a participant's Plan account will be
added to such account. Any dividend payable in Common Shares or split shares
distributed by the Corporation on Common Shares not in the participant's Plan
account will be transmitted directly to the Participant in the same manner as to
shareholders who are not participating in the Plan.
29. How will Common Shares credited to a participant's Plan account be voted at
Shareholders' Meetings?
For each meeting of shareholders, a participant will receive proxy material
that will enable the participant to vote both the shares registered in the
participant's name directly and Common Shares credited to the participant's Plan
account. If a participant elects, such participant may vote Common Shares,
including all Common Shares credited to the participant's Plan account, in
person at the shareholders' meeting.
If no instructions are indicated on a properly signed and returned proxy
card, all of the participant's Common Shares -- those registered in the
participant's name and those credited to the participant's Plan account -- will
be voted in accordance with the recommendations of the Corporation's management.
30. What are the responsibilities of the Corporation, the Bank, and the
Purchasing Agent under the Plan?
Neither the Corporation, nor the Bank, nor the Purchasing Agent shall have
any responsibility beyond the exercise of ordinary care for any action taken or
omitted under the Plan nor shall they have any duties, responsibilities, or
liabilities except as expressly set forth in the Plan. The Corporation, the
Bank, and the Purchasing Agent will not be liable under the Plan for any act
done in good faith or for any good faith omission to act including, without
limitation, any claim of liability arising (i) out of failure to terminate a
participant's Plan account upon the participant's death prior to receipt of
written notice of such participant's death, (ii) with respect to the prices at
which Common Shares are purchased or sold for a participant's account,
13
<PAGE> 15
(iii) with respect to the times when such purchases or sales are made, or (iv)
with respect to any fluctuation in market value of the Common Shares.
The participant should recognize that the Corporation, the Bank, and the
Purchasing Agent cannot assure the participant a profit or protect the
participant against a loss on the Common Shares purchased or sold under the
Plan.
31. May the Plan be changed or discontinued?
The Corporation may amend, suspend, modify, or terminate the Plan at any
time, including the period between a record date and a dividend payment date.
Notice of any such amendment, suspension, modification, or termination will be
sent to all participants. Any such amendment shall conclusively be deemed to be
accepted by the participant unless prior to the effective date of any such
amendment as set forth in the notice, the Bank receives written notice of the
termination of the participant's account. Upon a termination of the Plan, any
uninvested optional cash payments will be returned and, except as otherwise
provided in Questions 25 and 26, certificates for whole Common Shares credited
to a participant's account under the Plan will be issued, and a cash payment
will be made in lieu of issuance of any fraction of a Common Share credited to a
participant's account.
32. Where will notices to a participant be sent?
All notices to a participant will be addressed to the participant at the
last address of record with the Bank. A participant should notify the Bank in
writing of any change of address at the address set forth in Question 33.
33. Who should be contacted with questions about the Plan?
All optional cash payments, requests for withdrawals, transfers of shares,
authorization cards, requests for partial reinvestment, and address changes
should be directed to:
Shareholder Reinvestment Services -- KEY
c/o Society National Bank
P.O. Box 92564
Cleveland, Ohio 44197-9891
All inquiries regarding the Plan should be directed to:
Shareholder Services -- KEY
c/o Society National Bank
P.O. Box 6477
Cleveland, Ohio 44101-1477
Telephone: 216-737-5745
1-800-542-7792
14
<PAGE> 16
CERTAIN RESTRICTIONS ON DIVIDENDS ON COMMON SHARES
The Corporation is a legal entity separate and distinct from its
subsidiaries. The principal source of the Corporation's income is dividends and
fees from its subsidiary banks. Various federal and state statutory provisions
limit the amount of dividends the subsidiary banks can pay to the Corporation
without regulatory approval. The approval of the Comptroller of the Currency is
required for any dividend by a national bank if the total of all dividends
declared by the bank in any calendar year would exceed the total of its net
profits, as defined by regulatory agencies, for that year combined with its
retained net profits for the preceding two years less any required transfers to
surplus or a fund for the retirement of any preferred stock. In addition, a
national bank may not pay a dividend in an amount greater than its net profits
then on hand after deducting its losses and bad debts. For this purpose, bad
debts are defined to include, generally, loans which have matured and are in
arrears with respect to interest by six months or more, other than such loans
which are well secured and in the process of collection. In addition, the
regulations of the Office of Thrift Supervision impose limitations on the
capital distributions of savings associations, such as Society First Federal
Savings Bank, a savings association subsidiary of the Corporation. State banks
that are not members of the Federal Reserve System ("nonmember banks") are
subject to varying restrictions on the payment of dividends under state laws.
Most of the Corporation's banking subsidiaries are state nonmember banks.
If, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal Reserve Board,
the Comptroller of the Currency, and the Federal Deposit Insurance Corporation
have issued policy statements which provide that insured banks and bank holding
companies should generally pay dividends only out of current operating earnings.
Future dividends on Common Shares are subject to the discretion of the Board of
Directors (or Executive Committee thereof) of the Corporation, cash needs,
general business conditions, preferential dividends on outstanding Preferred
Stock, and the foregoing restrictions, among others.
USE OF PROCEEDS
Any net proceeds from the sale of the Common Shares offered hereby will be
applied to the Corporation's general funds to be utilized for general corporate
purposes, including investments in, or extensions of credit to, the
Corporation's subsidiaries. Specific allocations of the proceeds to such
purposes have not been made at the date of this Prospectus.
INDEMNIFICATION
The Corporation's Code of Regulations provide that the Corporation shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit, or proceeding by reason of the fact that
he or she is or was a director, officer, or employee of the Corporation or of
any other bank, corporation, partnership, trust, or other enterprise for which
he was serving as a director, officer or employee at the request of the
Corporation.
15
<PAGE> 17
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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Corporation
pursuant to the foregoing provisions, the Corporation has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
LEGAL OPINIONS
The validity of the KeyCorp Common Shares offered hereby has been passed
upon for the Corporation by Thompson, Hine and Flory, 1100 National City Bank
Building, Cleveland, Ohio 44114. At December 6, 1994, attorneys at Thompson,
Hine and Flory owned an aggregate of approximately 25,243.77 Common Shares.
EXPERTS
The following consolidated financial statements of the Corporation have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon, included therein and incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing:
(a) consolidated financial statements for the year ended December 31,
1993 of the Corporation, as restated to give effect to the March 1, 1994
merger of the former KeyCorp ("old Key") and Society Corporation
("Society"), which was accounted for as a pooling of interests; such
financial statements are included in and incorporated by reference into the
Corporation's Current Report on Form 8-K filed with the Commission on April
20, 1994;
(b) consolidated financial statements for the year ended December 31,
1993 of old Key (the combining company), which on March 1, 1994 merged with
Society, subsequently renamed KeyCorp, included in the Corporation's
Current Report on Form 8-K filed with the Commission on March 16, 1994;
With respect to the unaudited consolidated interim financial information
for the three-month periods ended March 31, 1994 and March 31, 1993, for the
three and six-month periods ended June 30, 1994 and June 30, 1993, and for the
three and nine-month periods ended September 30, 1994 and September 30, 1993,
incorporated by reference in this Prospectus, Ernst & Young LLP have reported
that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate report,
included in the Corporation's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1994, June 30, 1994, and September 30, 1994, and incorporated
herein by reference, state that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. The independent auditors
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933, as amended, for their report on the unaudited interim financial
information because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Securities Act of 1933.
16
<PAGE> 18
- - --------------------------------------------------------------------------------
HIGHLIGHTS
Dividend Reinvestment and
Cash Payment Plan
If you're looking for an easy, commission-free
way to accumulate KeyCorp Common Shares,
our Dividend Reinvestment and
Cash Payment Plan is made for you.
It provides a convenient and inexpensive method of
purchasing additional Common Shares
while receiving regularly-issued
statements which keep you informed
of the status of your investment.
WATCH YOUR SHARE OWNERSHIP INCREASE WITH REINVESTMENT
By participating in the dividend reinvestment plan, all or part of your
dividends are used to purchase additional shares which are deposited
automatically to your personal account. You pay no fees to purchase these shares
and, unlike a purchase through a broker, your dividends can buy both full and
fractional shares. Plus, when future dividends are paid, you receive a payment
for all the shares building in your account -- fractional shares included.
BUY EVEN MORE SHARES WITH OPTIONAL CASH PAYMENTS
Each month, with our voluntary cash payment option, you can invest as
little as $10 or as much as $10,000 toward the purchase of Common Shares in the
plan, all without paying any broker fees. We will use your payments to purchase
Common Shares on your behalf, add them to your account and send you a statement
following the transaction to keep your records up-to-date.
ENROLLMENT IS QUICK AND EASY
To enroll, simply complete an Authorization Card and return it to Society
National Bank, our transfer agent. You can request an Authorization Card from
Society National Bank at the address set forth in the attached prospectus.
FOR MORE INFORMATION
Please read the accompanying prospectus for important information before
you enroll. This summary does not contain all the details of the plan and is
subject to what is said in the prospectus. If you have questions or need help
with your account, call our Shareholder Assistance Line at 1-800-542-7792.
<PAGE> 19
<TABLE>
PROSPECTUS TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
Available Information................................................................ 2
Incorporation of Certain Documents by Reference...................................... 2
The Corporation...................................................................... 4
Dividend Reinvestment and Cash Payment Plan.......................................... 4
Purpose......................................................................... 4
Advantages...................................................................... 5
Administration.................................................................. 5
Participation................................................................... 6
The Authorization Card.......................................................... 6
Joining the Plan................................................................ 7
Investment Date................................................................. 7
Purchases of Common Shares Under the Plan....................................... 7
Optional Cash Payments.......................................................... 8
Expenses........................................................................ 9
Federal Tax Consequences........................................................ 9
Reports to Participants......................................................... 10
Dividends on Fractions of Shares................................................ 11
Certificates for Shares......................................................... 11
Withdrawal of Common Shares in Plan Accounts.................................... 11
Termination..................................................................... 12
Other Information.................................................................... 13
Certain Restrictions on Dividends on Common Shares................................... 15
Use of Proceeds...................................................................... 15
Indemnification...................................................................... 15
Legal Opinions....................................................................... 16
Experts.............................................................................. 16
</TABLE>
<PAGE> 20
INVESTOR INFORMATION
STOCK
KeyCorp Common Stock is listed on the New York Stock Exchange under the symbol
KEY.
SHAREHOLDER ASSISTANCE/REGISTRAR AND TRANSFER AGENT
Shareholders with questions regarding dividends, change of name or address, or
lost certificates, are invited to call or write:
Shareholder Services -- KEY
c/o Society National Bank
P.O. Box 6477
Cleveland, Ohio 44101-1477
Our Shareholder Assistance Line is available Monday through Friday, 8 a.m. to 5
p.m., Eastern Standard Time, by calling: (800) 542-7792 or (216) 737-5745.
DIVIDEND DIRECT DEPOSIT PLAN
This plan permits shareholders to electronically deposit common stock dividends
to their checking or savings account. This free service provides a convenient
and safe method of receiving dividend payments. If you have questions or are
interested in this program, call our Shareholder Assistance Line and ask for a
Dividend Direct Deposit brochure and authorization form.
INSTITUTIONAL INVESTOR AND ANALYST INFORMATION
Security analysts and investment professionals with questions regarding
KeyCorp's performance and its business should direct their inquiries to:
Jay S. Gould
KeyCorp
127 Public Square 01-127-0406
Cleveland, Ohio 44114-1306
(216) 689-4721
<PAGE> 21
127 Public Square
Cleveland, Ohio 44114
(216) 689-6300
------------------------------------------------------
HIGHLIGHTS
&
PROSPECTUS
KEYCORP
For the Corporation's
Dividend Reinvestment
and Cash Payment Plan
LOGO
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 3,344.85
Printing and Engraving Expenses............................. 37,000.00
Legal Fees and Expenses..................................... 9,000.00
Accounting Fees and Expenses................................ 2,500.00
Blue Sky Fees and Expenses.................................. 625.00
-----------
Total............................................. $ 52,469.85
===========
</TABLE>
- - ---------------
All the above amounts except the SEC registration fee are estimated.
ITEM 15. Indemnification of Directors and Officers.
Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees, and agents within prescribed limits and must indemnify them
under certain circumstances. Ohio law does not provide statutory authorization
for a corporation to indemnify directors, officers, employees, and agents for
settlements, fines, or judgments in the context of derivative suits. However, it
provides that directors (but not officers, employees, and agents) are entitled
to mandatory advancement of expenses, including attorneys' fees, incurred in
defending any action, including derivative actions, brought against the
director, provided the director agrees to cooperate with the corporation
concerning the matter and to repay the amount advanced if it is proved by clear
and convincing evidence that his act or failure to act was done with deliberate
intent to cause injury to the corporation or with reckless disregard for the
corporation's best interests.
Ohio law does not authorize payment of judgments to a director, officer,
employee, or agent after a finding of negligence or misconduct in a derivative
suit absent a court order. Indemnification is required, however, to the extent
such person succeeds on the merits. In all other cases, if a director, officer,
employee, or agent acted in good faith and in a manner he 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,
II-1
<PAGE> 23
employees, or agents of a corporation. The statutory right to indemnification is
not exclusive in Ohio, and Ohio corporations may, among other things, procure
insurance for such persons.
The Corporation's Regulations provide that the Corporation shall indemnify
to the fullest extent permitted by law any person made or threatened to be made
a party to any action, suit, or proceeding by reason of the fact that he or she
is or was a director, officer, or employee of the Corporation or of any other
bank, corporation, partnership, trust, or other enterprise for which he or she
was serving as a director, officer, or employee at the request of the
Corporation.
The Corporation is a party to Employment Agreements with, respectively,
Victor J. Riley, Jr., Robert W. Gillespie, and Roger Noall, and the Corporation
is a party to Change of Control Agreements with certain other executive officers
(the provisions of which became effective as a result of the merger of old Key
with and into Society), pursuant to which the Corporation has agreed to
indemnify the officer, to the full extent permitted or authorized by Ohio law,
if the officer is made or threatened to be made a party to any action, suit, or
proceeding by reason of the officer's serving as an employee, officer, or
director of the Corporation and/or any of its subsidiaries or any other company
at the request of the Corporation or any of its subsidiaries, and the
Corporation has agreed to advance expenses incurred by the officer in defending
any such action, suit, or proceeding.
Except as stated above, neither the Amended and Restated Articles of
Incorporation of the Corporation nor any other contract or arrangement to which
the Corporation is a party provides for such indemnification. Under the terms of
the Corporation's directors' and officers' liability and company reimbursement
insurance policy, directors and officers of the Corporation are insured against
certain liabilities, including liabilities arising under the Securities Act of
1933, as amended.
ITEM 16. Exhibits.
See Index to Exhibits.
ITEM 17. Undertakings.
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; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(i) and (a)(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-
II-2
<PAGE> 24
effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) to remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby further 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 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.
II-3
<PAGE> 25
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON THIS 13TH DAY OF
DECEMBER, 1994.
KEYCORP
By:/s/ Carter B. Chase
-------------------------------
CARTER B. CHASE
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL, AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
TITLE AND DESCRIPTION
Victor J. Riley, Jr., Chairman of the Board, Chief Executive Officer, and
Director (Principal Executive Officer); James W. Wert, Senior Vice
President and Chief Financial Officer (Principal Financial Officer); Lee
G. Irving, Executive Vice President, Treasurer, and Chief Accounting
Officer (Principal Accounting Officer); H. Douglas Barclay, Director;
William G. Bares, Director; Albert C. Bersticker, Director; Thomas A.
Commes, Director; Kenneth M. Curtis, Director; John C. Dimmer, Director;
Lucie J. Fjeldstad, Director; Robert W. Gillespie, Director; Stephen R.
Hardis, Director; Henry S. Hemingway, Director; Charles R. Hogan,
Director; Lawrence A. Leser, Director; Steven A. Minter, Director; M.
Thomas Moore, Director; John C. Morley, Director; Richard W. Pogue,
Director; Dennis W. Sullivan, Director; Peter G. Ten Eyck, II, Director;
and Nancy B. Veeder, Director.
The undersigned, by signing his name hereto, executes this Form S-3
Registration Statement pursuant to Powers of Attorney executed by the
above-named officers and Directors of the Registrant and filed with the
Securities and Exchange Commission.
By:/s/ Carter B. Chase
-------------------------------
CARTER B. CHASE
ATTORNEY-IN-FACT
December 13, 1994
II-4
<PAGE> 26
<TABLE>
KEYCORP
INDEX TO EXHIBITS
<CAPTION>
FORM S-3
EXHIBIT NO. DESCRIPTION
- - -------------------- ------------------------------------------------------------------------
<S> <C>
4 (a) Amended and Restated Articles of Incorporation of KeyCorp. Incorporated
herein by reference to Exhibit 7 to Form 8-A/A filed on February 25,
1994.
4 (b) Regulations of KeyCorp. Incorporated herein by reference to Exhibit 6 to
Form 8-A/A filed on February 25, 1994.
4 (c) Rights Agreement, dated as of August 25, 1989, between Society
Corporation (renamed KeyCorp on March 1, 1994) and First Chicago Trust
Company of New York, as Rights Agent, including as Exhibit A thereto the
form of Rights Certificate. Incorporated herein by reference to Exhibit
1 to Form 8-A filed on August 29, 1989.
4 (d) Amendment No. 1 to Rights Agreement, dated February 21, 1991, between
Society Corporation (renamed KeyCorp on March 1, 1994) and First Chicago
Trust Company of New York, as Rights Agent. Incorporated herein by
reference to Exhibit 1 to Form 8-A filed on February 28, 1991.
4 (e) Amendment No. 2 to Rights Agreement, dated September 12, 1991, between
Society Corporation (renamed KeyCorp on March 1, 1994) and First Chicago
Trust Company of New York, as Rights Agent. Incorporated herein by
reference to Exhibit 4 to Schedule 13D filed on September 23, 1991.
4 (f) Amendment No. 3 to Rights Agreement, dated October 1, 1993, between
Society Corporation (renamed KeyCorp on March 1, 1994) and Society
National Bank, as Rights Agent. Incorporated herein by reference to
Exhibit 4 to Schedule 13D filed on October 12, 1993.
5 Opinion of Thompson, Hine and Flory.
15 Letter of Ernst & Young LLP regarding unaudited interim financial
information.
23 (a) Consent of Ernst & Young LLP.
23 (b) Consent of Thompson, Hine and Flory (included as part of Exhibit (5)).
24 (a) Certified Resolution of Board of Directors.
24 (b) Powers of Attorney.
</TABLE>
II-5
<PAGE> 1
Exhibit 5
THOMPSON, HINE AND FLORY
ATTORNEYS AT LAW
AKRON,OHIO 1100 NATIONAL CITY BANK BUILDING (216) 566-5500
BRUSSELS, BELGIUM 629 EUCLID AVENUE FAX (216) 566-5583
CINCINNATI, OHIO CLEVELAND, OHIO 44114-3070
COLUMBUS, OHIO
DAYTON, OHIO WRITER'S DIRECT
PALM BEACH, FLORIDA December 9, 1994 DIAL NUMBER
WASHINGTON, D.C.
KeyCorp
127 Public Square
Cleveland, Ohio 44114
Gentlemen:
As counsel for KeyCorp (the "Company"), we
are familiar with the Registration Statement on Form S-3
(the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended,
with respect to 400,000 additional KeyCorp Common Shares,
$1 par value each (the "Shares"), to be registered in
connection with the Company's Dividend Reinvestment and
Cash Payment Plan (the "DRP").
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 DRP, and the records of
the proceedings of the Board of Directors of the Company
relating to the adoption and approval thereof.
Based upon such examination, we are of the
opinion that:
<PAGE> 2
THOMPSON, HINE AND FLORY
KeyCorp Page 2
December 9, 1994
A. The Company is a corporation duly
organized and validly existing under the laws of the State
of Ohio.
B. The Shares have been duly authorized
and, when issued and delivered pursuant to the DRP 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-3, dated December 15, 1994, pertaining to
400,000 additional KeyCorp common shares pursuant to the KeyCorp Dividend
Reinvestment and Cash Payment Plan, of our reports dated April 19, July 18, and
October 17, 1994 relating to the unaudited consolidated interim financial
statements of KeyCorp, included in its Forms 10-Q for the quarters ended March
31, June 30, and September 30, 1994.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the Registration Statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
--------------------------------
ERNST & YOUNG LLP
Cleveland, Ohio
December 13, 1994
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in the Registration Statement
(Form S-3) and related Prospectus, dated December 15, 1994,
pertaining to 400,000 KeyCorp common shares pursuant to the KeyCorp
Dividend Reinvestment and Cash Payment Plan, of our reports:
(a) dated March 1, 1994, with respct to the consolidated financial statements
for the year ended December 31, 1993, of KeyCorp as restated to give
effect to the March 1, 1994 merger of KeyCorp and Society Corporation,
accounted for as a pooling of interests, such financial statements are
included in and incorporated by reference into the Corporation's Current
Report on Form 8-K filed with the Commission on April 20, 1994; and
(b) dated Janaury 20, 1994, except for Note 2 as to which the date is March 1,
1994, with respect to the consolidated financial statements for the year
ended December 31, 1993, of KeyCorp (the combining company), which on
March 1, 1994 merged with Society Corporation, subsequently renamed
KeyCorp, included in the Corporation's Current Report on Form 8-K filed
with the Commission on March 16, 1994.
/s/ Ernst & Young LLP
-----------------------------
ERNST & YOUNG LLP
Cleveland, Ohio
December 13, 1994
<PAGE> 1
Exhibit 24(a)
KEYCORP KeyCorp
[logo]
127 Public Square
Cleveland, Ohio 44114-1306
CERTIFICATION
-------------
I, Steven N. Bulloch, hereby certify that I am an Assistant Secretary of
KeyCorp, a corporation duly organized under the laws of the State of Ohio,
that I have in my possession the corporate records regarding the Corporation,
and that attached hereto is a true and correct copy of the resolution duly
adopted by the Compensation and Organization Committee of the Board of
Directors of such Corporation at a meeting thereof duly called and held on
November 16, 1994, at which meeting a quorum of the Committee was present
throughout, and that such resolutions have not been rescinded and are in full
force and effect.
IN WITNESS THEREOF, the undersigned has hereunto put his hand and the
seal of this Corporation on this 28th day of November, 1994.
/s/ Steven N. Bulloch
-------------------------
Steven N. Bulloch
Assistant Secretary
KeyCorp
<PAGE> 2
Resolution adopted by the Board of Directors of KeyCorp on November 16, 1994.
RESOLVED, that, effective January 1, 1995, the KeyCorp Dividend
Reinvestment Plan (Plan), be amended such that, in addition to the 400,000
Common Shares currently authorized to be issued and sold under the Plan,
the Corporation is hereby authorized to issue and sell up to 400,000
additional Common Shares pursuant to the Plan as amended and that the
officers of the Corporation be and each of them is hereby authorized to
cause to be issued from time to time up to an aggregate annount of
800,000 Common Shares in connection with the Plan.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized, for and on behalf of the Corporation,
to prepare or cause to be prepared and to execute and file with the
Securities and Exchange Commission (the "Commission") such registration
statements or amendments to existing registration statements (on such
form or forms as are applicable) under the Securities Act of 1933, as
amended (the "1933 Act"), and to do or cause to be done all things
necessary or advisable to effect registration under the 1993 Act of the
Common Shares authorized above to be issued and sold under the Plan.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to take any and all action and to
execute the definitive Plan amendments and such other documents,
including any additional instruments or amendments effecting changes to
the Plan under the authority of the above resolutions, as may be
necessary or advisable to carry out the purposes of the foregoing
resolutions.
<PAGE> 1
Exhibit 24(b)
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Victor J. Riley, Jr.
------------------------
<PAGE> 2
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ James W. Wert
------------------------
<PAGE> 3
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Lee G. Irving
------------------------
<PAGE> 4
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ H. Douglas Barclay
------------------------
<PAGE> 5
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 11, 1994.
/s/ William G. Bares
------------------------
<PAGE> 6
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Albert C. Bersticker
------------------------
<PAGE> 7
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 16, 1994.
/s/ Thomas A. Commes
------------------------
<PAGE> 8
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Kenneth M. Curtis
------------------------
<PAGE> 9
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 14, 1994.
/s/ John C. Dimmer
------------------------
<PAGE> 10
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 14, 1994.
/s/ Lucie J. Fjeldstad
------------------------
<PAGE> 11
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Robert W. Gillespie
------------------------
<PAGE> 12
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Stephen R. Hardis
------------------------
<PAGE> 13
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 15, 1994.
/s/ Henry S. Hemingway
------------------------
<PAGE> 14
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Charles R. Hogan
------------------------
<PAGE> 15
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Lawrence A. Leser
------------------------
<PAGE> 16
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 15, 1994.
/s/ Steven A. Minter
------------------------
<PAGE> 17
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 14, 1994.
/s/ M. Thomas Moore
------------------------
<PAGE> 18
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 11, 1994.
/s/ John C. Morley
------------------------
<PAGE> 19
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 11, 1994.
/s/ Richard W. Pogue
------------------------
<PAGE> 20
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 16, 1994.
/s/ Dennis W. Sullivan
------------------------
<PAGE> 21
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 17, 1994.
/s/ Peter G. Ten Eyck, II
-------------------------
<PAGE> 22
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on such Form S-3, S-8 or such
other form or forms as are applicable) to effect the registration of (i) up to
400,000 Common Shares of the Corporation to be issued and sold under the
Corporation's Dividend Reinvestment and Cash Payment Plan (the "DRP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DRP, and (ii) up to 400,000 Common shares to be issued and sold
under the Corporation's Discounted Stock Purchase Plan (the "DSPP") in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the DSPP, hereby constitutes and appoints Roger Noall, Carter B.
Chase, and Steven N. Bulloch, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with a Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of November 14, 1994.
/s/ Nancy B. Veeder
------------------------
