<PAGE> 1
As filed with the Securities and Exchange Commission on April 7, 1998
Registration No. 333-_______
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
KEYCORP
(Exact Name of Registrant as Specified in Its Charter)
OHIO
(State or Other Jurisdiction of Incorporation or Organization)
34-6542451
(I.R.S. Employer Identification Number)
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(Address of Principal Executive Offices)
--------------------
KEYCORP 401(K) SAVINGS PLAN
(Full Title of the Plan)
--------------------
THOMAS C. STEVENS, SENIOR EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL, AND SECRETARY
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(Name and Address of Agent For Service)
(216) 689-3196
(Telephone Number, Including Area Code, of Agent for Service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
| | | |
| | Proposed | Proposed |
Title of | | Maximum | Maximum |
Securities | Amount | Offering | Aggregate | Amount of
to be | to be | Price Per | Offering | Registration
Registered | Registered | Share(1) | Price(1) | Fee (1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common | | | |
Shares, with | | | |
a par value | 3,000,000 | $37.19 | $111,570,000 | $32,913.15
of $1 each (2) | | | |
| | | |
Plan Interests | Indeterminate(3) | | |
| | | |
=================================================================================================================
</TABLE>
(1) As calculated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), the maximum aggregate offering price
is based on the average of the high and low prices of KeyCorp Common
Stock for April 2, 1998, as reported by the Midwest edition of The
Wall Street Journal under New York Stock Exchange Composite
Transactions. This figure represents the maximum aggregate offering
price based on the number of KeyCorp Common Shares registered under
this Form S-8.
(2) Each Common Share includes an associated right to purchase one Common
Share (the "Right"). Until the occurrence of certain prescribed events,
none of which has occurred, the Right is not exercisable, is evidenced
by the certificate representing the Common Share, and will be
transferred along with and only with the Common Share.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
registration statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act. Such documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission (the "SEC"), are incorporated herein by reference:
1. KeyCorp's Annual Report on Form 10-K for the year ended December 31,
1997.
2. The Plan's Annual Report on Form 11-K for the year ended December
31, 1996.
3. KeyCorp's Current Reports on Form 8-K filed on (a) January 21, 1998
and (b) March 6, 1998.
4. The description of (a) KeyCorp's Common Shares, with a par value of
$1 each (the "Common Shares"), filed with the SEC in the Registration Statement
on Form 8-A dated July 31, 1992, as amended by Forms 8-A/A filed on October 15,
1993, February 25, 1994, and June 19, 1997, respectively, registering the
KeyCorp Common Shares under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and (b) the Rights contained in the
Registration Statement on Form 8-A filed on June 19, 1997, as amended by Form
8-A/A filed on March 6, 1998.
All documents filed by KeyCorp pursuant to Section 13(a), 13(c), 14, or 15(d) of
the Exchange Act subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment, which indicates that all of the
securities offered hereby have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be part hereof from the date of filing
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
1
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees, and agents ("Covered Persons") within prescribed limits and
must indemnify them under certain circumstances. Ohio law permits a corporation
to indemnify a Covered Person against expenses, judgments, fines, and
settlements reasonably incurred in a nonderivative suit, and against expenses
reasonably incurred in a derivative suit, if the Covered Person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interest of the corporation. In addition, Ohio law permits a corporation to
indemnify a Covered Person in a criminal action or proceeding, other than in a
derivative suit, if the person had no reasonable cause to believe his or her
conduct was unlawful.
Unless ordered by a court, no indemnification of expenses in a derivative suit
is authorized by Ohio law if the Covered Person is ultimately adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation. However, if a Covered Person is successful on the merits or in
defense on a matter, indemnification of expenses is mandatory. In addition,
under Ohio law, a Director's expenses shall be paid by the corporation as they
are incurred, provided the Director agrees to reasonably cooperate with the
corporation and to repay the amounts advanced if it is proved by clear and
convincing evidence that the Director's action or failure to act was done with
reckless disregard for the best interests of the corporation.
Under Ohio law, a Director is not liable for monetary damages unless it is
proved by clear and convincing evidence that the Director's action or failure to
act was undertaken with deliberate intent to cause injury to the corporation or
with reckless disregard for the best interests of the corporation. There is,
however, no comparable provision limiting the liability of officers, employees,
or agents of a corporation. The statutory right to indemnification is not
exclusive in Ohio, and is in addition to any other rights granted to persons
seeking indemnification.
The Amended and Restated Regulations of KeyCorp provide that KeyCorp shall
indemnify to the fullest extent permitted by Ohio General Corporation Law any
person made or threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director, officer, or employee of KeyCorp 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 KeyCorp.
KeyCorp is a party to Employment Agreements with certain of its executive
officers and is also a party to Change of Control Agreements with certain
executive officers. Generally, pursuant to the Employment Agreements and, after
a change of control (as defined), pursuant to each Change of Control Agreement,
KeyCorp has agreed to (i) indemnify the executive officer, to the full extent
permitted or authorized by Ohio General Corporation Law, if the executive
officer is made
2
<PAGE> 5
or threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding by reason of the executive officer's serving as an
employee, officer, or director of KeyCorp and/or any of its subsidiaries or is
or was serving at the request of KeyCorp or any of its subsidiaries as a
director, trustee, officer, or employee of a bank, corporation, partnership,
joint venture, trust or other enterprise, and (ii) advance expenses incurred by
the executive officer in defending any action, suit, or proceeding commenced or
threatened for any action or failure to act as an employee, officer, or director
of KeyCorp or any of its subsidiaries. The expenses so advanced to officers and
employees of KeyCorp shall be repaid if it is ultimately determined that such
executive officer is not entitled to be indemnified. With respect to Directors
of KeyCorp, the amount of expenses paid as incurred shall be repaid if it is
determined that action or failure to act involved an act or omission undertaken
with deliberate intent to cause injury or reckless disregard for the best
interests of KeyCorp or any of its subsidiaries.
The indemnification provided under the Employment Agreements and each of the
Change of Control Agreements shall continue after the executive officer has
ceased to be an executive officer and shall inure to the benefit of the heirs,
executors, and administrators of the executive officer.
Under the terms of KeyCorp's directors' and officers' liability and
reimbursement insurance policy, directors and officers of KeyCorp are insured
against certain liabilities, including liabilities arising under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index on
page 7, and are incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective
3
<PAGE> 6
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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the SEC by KeyCorp pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of KeyCorp's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act and each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of KeyCorp
pursuant to the foregoing provisions, or otherwise, KeyCorp has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by
4
<PAGE> 7
KeyCorp of expenses incurred or paid by a director, officer, or controlling
person of KeyCorp in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer, or controlling person in connection with
the securities being registered, KeyCorp will, unless in the opinion of its
counsel the matter has been settled by the controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, KeyCorp certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on this 7th day of April, 1998.
KEYCORP
By: /s/ Thomas C. Stevens
------------------------------------
Thomas C. Stevens
Senior Executive Vice President,
General Counsel, and Secretary
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -----------------------------------------------------------------
<S> <C>
Robert W. Gillespie, Chairman of the Board,
Chief Executive Officer,
and Director;
Henry L. Meyer III, President,
Chief Operating Officer,
and Director;
K. Brent Somers, Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer);
Lee G. Irving, Executive Vice President and
Chief Accounting Officer
(Principal Accounting Officer);
Cecil D. Andrus, Director;
</TABLE>
5
<PAGE> 8
<TABLE>
<S> <C>
William G. Bares, Director;
Albert C. Bersticker, Director;
Carol A. Cartwright, Director;
Thomas A. Commes, Director;
Kenneth M. Curtis, Director;
John C. Dimmer, Director;
Stephen R. Hardis, Director;
Henry S. Hemingway, Director;
Charles R. Hogan, Director;
Douglas J. McGregor, Director;
Steven A. Minter, Director;
M. Thomas Moore, Director;
Richard W. Pogue, Director;
Ronald B. Stafford, Director;
Dennis W. Sullivan, Director;
Peter G. Ten Eyck, II, Director;
Nancy B. Veeder, Director.
</TABLE>
The undersigned, by signing his name hereto, executes this Form S-8 Registration
Statement pursuant to Powers of Attorney executed by the above-named officers
and Directors and filed with the Securities and Exchange Commission.
By: /s/ Thomas C. Stevens
-------------------------
Thomas C. Stevens
Attorney-in-Fact
April 7, 1998
THE PLAN. Pursuant to the requirements of the Securities Act, the
administrator of the Plan 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 April 7, 1998.
KEYCORP 401(K) SAVINGS PLAN
By: KeyCorp, Plan Administrator
By: /s/ Thomas C. Stevens
-------------------------------------
Thomas C. Stevens
Senior Executive Vice President,
General Counsel, and Secretary
6
<PAGE> 9
KEYCORP
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4(a) Amended and Restated Articles of Incorporation of
KeyCorp, filed as Exhibit 7 to Form 8-A/A dated
February 25, 1994, and incorporated herein by
reference.
4(b) Amended and Restated Regulations of KeyCorp,
effective May 15, 1997, and filed as Exhibit 2 to
Form 8-A/A filed on June 19, 1997, and incorporated
herein by reference.
4(c) Restated Rights Agreement, dated as of May 15, 1997,
between KeyCorp and KeyBank National Association, as
Rights Agent, filed as Exhibit 15 to Form 8-A dated
June 19, 1997, and incorporated herein by reference.
5 Internal Revenue Service determination letter.
23 Consent of Ernst & Young LLP.
24 Powers of attorney pursuant to which certain officers
and Directors have signed this Form S-8 Registration
Statement.
7
<PAGE> 1
Exhibit 5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Employer Identification Number:
Date: June 11, 1997 34-6542451
DLN:
17007260008006
KEYCORP Person to Contact:
127 PUBLIC SQUARE CINDY PERRY
CLEVELAND, OH 44114 Contact Telephone Number:
(513) 241-5199
Plan Name:
401K SAVINGS PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated December 05, 1996. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
January 01, 1996.
This plan is an employee stock ownership plan with a cash or deferred
arrangement described in Code section 401(k).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefitting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
<PAGE> 2
KEYCORP - 2 -
section 410(b) of the Code.
Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as amended
by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements
of Code section 401(a)(26).
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
<PAGE> 3
KEYCORP - 3 -
This letter considers the amendments required by the Tax Reform Act of
1986 except as otherwise specified in this letter.
"This letter supersedes our previous letter dated December 13, 1996."
<PAGE> 1
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the KeyCorp 401(k) Savings Plan of our report dated
January 13, 1998, with respect to the consolidated financial statements of
KeyCorp, incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
April 1, 1998
<PAGE> 1
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director, of KeyCorp, an Ohio Corporation, which anticipates filing with the
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Cecil D. Andrus
---------------------------------
Typed Name: Cecil D. Andrus
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ William G. Bares
---------------------------------
Typed Name: William G. Bares
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ A.C. Bersticker
---------------------------------
Typed Name: A.C. Bersticker
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Carol A. Cartwright
---------------------------------
Typed Name: Carol A. Cartwright
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Thomas A. Commes
---------------------------------
Typed Name: Thomas A. Commes
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Kenneth M. Curtis
---------------------------------
Typed Name: Kenneth M. Curtis
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ John C. Dimmer
---------------------------------
Typed Name: John C. Dimmer
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Robert W. Gillespie
---------------------------------
Typed Name: Robert W. Gillespie
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Stephen R. Hardis
---------------------------------
Typed Name: Stephen R. Hardis
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Henry S. Hemingway
---------------------------------
Typed Name: Henry S. Hemingway
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Charles R. Hogan
---------------------------------
Typed Name: Charles R. Hogan
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Lee G. Irving
---------------------------------
Typed Name: Lee G. Irving
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Douglas J. McGregor
---------------------------------
Typed Name: Douglas J. McGregor
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Henry L. Meyer III
---------------------------------
Typed Name: Henry L. Meyer III
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Steven A. Minter
---------------------------------
Typed Name: Steven A. Minter
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ M. Thomas Moore
---------------------------------
Typed Name: M. Thomas Moore
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Richard W. Pogue
---------------------------------
Typed Name: Richard W. Pogue
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Ronald B. Stafford
---------------------------------
Typed Name: Ronald B. Stafford
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Dennis W. Sullivan
---------------------------------
Typed Name: Dennis W. Sullivan
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Peter G. Ten Eyck, II
---------------------------------
Typed Name: Peter G. Ten Eyck, II
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ K. Brent Somers
---------------------------------
Typed Name: K. Brent Somers
---------------------------------
<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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement"), and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp 401(k) Savings Plan, hereby constitutes and appoints
Steven N. Bulloch, K. Brent Somers, and Thomas C. Stevens, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution, for and in the name and stead of the undersigned, to sign and
file the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the Registration Statement and
to the securities registered thereunder, with full power and authority to do and
perform any and all acts and things requisite and necessary to be done, hereby
ratifying and approving the acts of such attorney or any such substitute or
substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of March 19, 1998.
/s/ Nancy B. Veeder
---------------------------------
Typed Name: Nancy B. Veeder
---------------------------------
