<PAGE> 1
As filed with the Securities and Exchange Commission on December 16, 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)
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KEY ASSET MANAGEMENT LONG TERM INCENTIVE 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)
<PAGE> 2
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) |
- --------------------------------------------------------------------------------
Common Shares | | | |
with a par | 500,000 | $ 22.50 | $ 11,250,000 | $ 3,127.50
value of $1 | | | |
each (2) | | | |
| | | |
===============================================================================
(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 December 14, 1999 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.
<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 Key Asset Management Long Term Incentive 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,
1998, Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and September 30, 1999, and Quarterly Report on Form 10-Q and
10-Q/A for the quarter ended June 30, 1999.
2. Current Reports on Form 8-K filed on (a) January 20, 1999,
(b) March 15, 1999, (c) April 16, 1999, (d) July 16, 1999, (e) October
22, 1999, and (f) December 15, 1999.
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.
<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
interests 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.
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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
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;
<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 a 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
<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 16th day of December, 1999.
KEYCORP
By: /s/ 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 and on the dates
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 12/09/99
Chief Financial Officer
(Principal Financial Officer);
Lee G. Irving, Executive Vice President and 12/14/99
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
Stephen R. Hardis, Director 01/14/99
Henry S. Hemingway, Director; 01/14/99
Charles R. Hogan, Director; 01/14/99
Douglas J. McGregor, Director 01/14/99
<PAGE> 8
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
----------------------
Attorney-in-Fact
KEYCORP
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
No:
4(a). Amended and Restated Articles of Incorporation of KeyCorp,
filed on November 13, 1998, as Exhibit 3 to Form 10-Q, 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.
<PAGE> 1
EXHIBIT 15
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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 Key Asset Management Long Term Incentive
Plan of our reports dated April 13, 1999, July 13, 1999 and October 15, 1999,
relating to the unaudited condensed consolidated interim financial statements of
KeyCorp that are included in the Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and September 30, 1999, and in the Quarterly Report on Form
10-Q and 10-Q/A for the quarter ended June 30, 1999.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the Registration Statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 10, 1999
<PAGE> 1
EXHIBIT 23
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of KeyCorp pertaining to the Key Asset Management Long Term Incentive Plan
of our report dated January 14, 1999, 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, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 10, 1999
<PAGE> 1
EXHIBIT 24
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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 Key Asset Management Long Term Incentive 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
-----------------------
Chief Executive Officer
<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 Key Asset Management Long Term Incentive 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
------------------
Chief Operating Officer
<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 Key Asset Management Long Term Incentive 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 December 9, 1999.
/s/ K. Brent Somers
-------------------
Chief Financial Officer
<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 Key Asset Management Long Term Incentive 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 December 14, 1999.
/s/ Lee G. Irving
-----------------
Chief Accounting Officer
<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 Key Asset Management Long Term Incentive 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
-------------------
<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 Key Asset Management Long Term Incentive 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
--------------------
<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 Key Asset Management Long Term Incentive 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
------------------------
<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 Key Asset Management Long Term Incentive 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
----------------------
<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 Key Asset Management Long Term Incentive 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 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 Key Asset Management Long Term Incentive 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
--------------------
<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 Key Asset Management Long Term Incentive 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
---------------------
<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 Key Asset Management Long Term Incentive 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
---------------------
<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 Key Asset Management Long Term Incentive 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. Hemmingway
-----------------------
<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 Key Asset Management Long Term Incentive 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
--------------------
<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 Key Asset Management Long Term Incentive 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
-----------------------
<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 Key Asset Management Long Term Incentive 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
----------------------
