<PAGE> 1
As filed with the Securities and Exchange Commission on January 15, 1999
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 AMENDED AND RESTATED 1991 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
--------------------
STEVEN N. BULLOCH
ASSISTANT SECRETARY
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(Name and Address of Agent For Service)
(216) 689-5109
(Telephone Number, Including Area Code, of Agent for Service)
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<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount Offering Aggregate Registration
to be to be Price Per Offering Fee
Registered Registered Share Price (1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
with a par value 10,000,000 $ 31.72 $ 317,200,000 $ 88,181.60
of $1 each (2)
================================================================================
</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 shares,
with a par value of $1 each (the "Common Shares"), for January 13, 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 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.
2
<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 participants in the KeyCorp Amended and Restated 1991 Equity
Compensation Plan 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. Annual Report on Form 10-K for the year ended December 31, 1997,
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June
30, 1998, and September 30, 1998.
2. Current Reports on Form 8-K, filed on (a) January 21, 1998, (b)
March 6, 1998, (c) April 17, 1998, (d) June 15, 1998, (e) July 17, 1998,
(f) September 23, 1998, and (g) October 16, 1998.
3. The description of (a) the Common Shares contained in the
Registration Statement on Form 8-A filed with the SEC on 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.
4. 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.
3
<PAGE> 4
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees, and agents ("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 the 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
4
<PAGE> 5
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 the Ohio General Corporation Law, if the executive officer
is made 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 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 8, 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;
5
<PAGE> 6
(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. 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 a 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 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
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
6
<PAGE> 7
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 15th day of January, 1999.
KEYCORP
By: /s/ Steven N. Bulloch
------------------------
Steven N. Bulloch
Assistant Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated.
SIGNATURE TITLE DATE
--------------------------------------------------------------------------
Robert W. Gillespie, Chairman of the Board, 01/14/99
Chief Executive Officer,
and Director;
Henry L. Meyer III, President, 01/14/99
Chief Operating Officer,
and Director;
K. Brent Somers, Senior Executive Vice President and 01/08/99
Chief Financial Officer
(Principal Financial Officer);
Lee G. Irving, Executive Vice President and 01/12/99
Chief Accounting Officer
(Principal Accounting Officer);
Cecil D. Andrus, Director; 01/14/99
William G. Bares, Director; 01/14/99
Albert C. Bersticker, Director; 01/14/99
Edward P. Campbell, Director; 01/14/99
Carol A. Cartwright, Director; 01/14/99
Thomas A. Commes, Director; 01/14/99
Kenneth M. Curtis, Director; 01/14/99
John C. Dimmer, Director; 01/14/99
Stephen R. Hardis, Director; 01/14/99
Henry S. Hemingway, Director; 01/14/99
Charles R. Hogan, Director; 01/14/99
7
<PAGE> 8
Douglas J. McGregor, Director; 01/14/99
M. Thomas Moore, Director; 01/14/99
Richard W. Pogue, Director; 01/14/99
Dennis W. Sullivan, Director; 01/14/99
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/ Steven N. Bulloch
-------------------------
Steven N. Bulloch
Attorney-in-Fact
January 15, 1999
KEYCORP
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NO.
4(a) Amended and Restated Articles of Incorporation of KeyCorp,
filed as Exhibit 3(a) to Form S-4 filed on August 7, 1998,
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.
15. Acknowledgment Letter of Ernst & Young LLP.
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.
KeyCorp hereby agrees to furnish the Securities and Exchange
Commission, upon request, copies of outstanding instruments, including
indentures which define the rights of long term debt security holders.
8
<PAGE> 1
Exhibit 15
ACKNOWLEDGMENT LETTER OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
KeyCorp
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of KeyCorp pertaining to the KeyCorp Amended and Restated 1991 Equity
Compensation Plan of our reports dated April 14, 1998, July 14, 1998, and
October 13, 1998, relating to the unaudited condensed consolidated interim
financial statements of KeyCorp that are included in its Forms 10-Q for the
quarters ended March 31, 1998, June 30, 1998, and September 30, 1998.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the Registration Statements prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Cleveland, Ohio
January 14, 1999
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the KeyCorp Amended and Restated 1991 Equity Compensation
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
January 14, 1999
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Robert W. Gillespie
-------------------------------------
Robert W. Gillespie
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Henry L. Meyer III
-------------------------------------
Henry L. Meyer III
-------------------------------------
<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 1991 Amended and Restated Equity Compensation 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 to be 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 January 8, 1999.
/s/ W. Brent Somers
-------------------------------------
W. Brent Somers
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 12, 1999.
/s/ Lee G. Irving
-------------------------------------
Lee G. Irving
-------------------------------------
<PAGE> 5
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Cecil D. Andrus
-------------------------------------
Cecil D. Andrus
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ William G. Bares
-------------------------------------
William G. Bares
-------------------------------------
<PAGE> 7
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Albert C. Bersticker
-------------------------------------
Albert C. Bersticker
-------------------------------------
<PAGE> 8
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Edward P. Campbell
-------------------------------------
Edward P. Campbell
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Carol A. Cartwright
-------------------------------------
Carol A. Cartwright
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Thomas A. Commes
-------------------------------------
Thomas A. Commes
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Kenneth M. Curtis
-------------------------------------
Kenneth M. Curtis
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ John C. Dimmer
-------------------------------------
John C. Dimmer
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Stephen R. Hardis
-------------------------------------
Stephen R. Hardis
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Henry S. Hemingway
-------------------------------------
Henry S. Hemingway
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Charles R. Hogan
-------------------------------------
Charles R. Hogan
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Douglas J. McGregor
-------------------------------------
Douglas J. McGregor
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ M. Thomas Moore
-------------------------------------
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
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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Richard W. Pogue
-------------------------------------
Richard W. Pogue
-------------------------------------
<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 Amended and Restated 1991 Equity Compensation 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 to be 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 January 14, 1999.
/s/ Dennis W. Sullivan
-------------------------------------
Dennis W. Sullivan
-------------------------------------
